<PAGE>


                                                           Exhibit 10.25



                                                           EXECUTED COPY




      AMENDMENT No. 3 dated as of April 23, 2002, to the Credit Agreement
dated as of February 23, 2001, as amended (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
"Availability Period" and substituting in lieu thereof the following:

            "Availability Period" means, with respect to any Lender or its
      Commitment, the period from and including the Effective Date to but
      excluding the earlier of the applicable Maturity Date with respect to such
      Lender or its Commitment and the date of termination of such Commitment;
      provided that, for purposes of Sections 2.05(a) and 6.08, the term
      "Availability Period" shall be determined by reference to the Commitments
      that are scheduled to terminate on the Extended Maturity Date.

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

            "Maturity Date" means (a) with respect to any Lender that does not
      execute Amendment No. 3, or any Commitment, Loan or other extension of
      credit by such Lender hereunder, December 31, 2003 and (b) with respect to
      any Lender that executes Amendment No. 3 or any Commitment, Loan or other
      extension of credit by such Lender hereunder, the Extended Maturity Date.
      It is understood that, if a Lender executes Amendment No. 3, then the
      Extended Maturity Date will apply to each Commitment, Loan or other
      extension of credit thereafter acquired by such Lender (including from a
      Lender that did not execute Amendment No. 3), and that, if the Extended
      Maturity Date at any time applies to any Commitment, Loan or other
      extension of credit hereunder by reason of having been held by a Lender
      that has executed Amendment No. 3, then the Extended Maturity Date will
      continue to apply to such Commitment, Loan or other extension of credit
      (or any interest therein) thereafter, including following any assignment
      or transfer thereof.

            (c) Section 1.01 of the Credit Agreement is hereby amended by
replacing the term "Maturity Date", appearing in the definition of the term
"Qualified Preferred Stock", with the term "Extended Maturity Date" in each
place in such definition that such term appears.

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

            "Amendment No. 3" means Amendment No. 3 dated as of April 23,
      2002, to this Agreement.

            "Extended Maturity Date" means June 30, 2005.

            (e) Section 2.01 of the Credit Agreement is hereby amended by (i)
adding, following the words "Availability Period" appearing in paragraph (a)
thereof, the words: "with respect to such U.S. Lender", (ii) adding, following
the amount "$425,000,000" appearing in each of paragraphs (a) and (b) thereof
the following: "(or, following December 31, 2003, $385,000,000)", (iii) adding,
following the words "Availability Period" appearing in paragraph (b) thereof,
the words: "with respect to such Canadian Lender" and (iv) replacing the words
"during the Availability Period" appearing in paragraph (c) thereof with the
words: "from each Lender during the Availability Period with respect to such
Lender".

            (f) Section 2.02 of the Credit Agreement is hereby amended by
deleting the words "Maturity Date" appearing in paragraph (d) thereof and
substituting in lieu thereof the words "Extended Maturity Date".

            (g) Section 2.04 of the Credit Agreement is hereby amended by (i)
adding, following the words "Maturity Date" appearing in each of paragraphs (a)
and (b) thereof, the words "with respect to such Canadian Lender" and (ii)
adding, following the amount "$425,000,000" appearing in paragraph (a) thereof,
the following: "(or, following December 31, 2003, $385,000,000)".

            (h) Section 2.05 of the Credit Agreement is hereby amended by (i)
adding, following the amount "$425,000,000" appearing in paragraph (b) thereof,
the following: "(or, following December 31, 2003, $385,000,000)" and (ii)
replacing the words "Maturity Date" appearing in paragraph (c) thereof, with the
words "Extended Maturity Date".

            (i) Section 2.05 of the Credit Agreement is hereby further amended
by adding, following the amount "$425,000,000" in each instance it appears in
paragraph (j) thereof, the following: "(or, following December 31, 2003,
$385,000,000)".

            (j) Section 2.08 of the Credit Agreement is hereby amended by (i)
deleting paragraph (a) thereof in its entirety and substituting in lieu thereof
the following:

            (a) Unless previously terminated, the Commitment of each Lender
      shall terminate on the Maturity Date with respect to such Commitment.

and (ii) adding, following the amount "$425,000,000" appearing in clause (vi)
of paragraph (e) thereof, the following:  "(or, following December 31, 2003,
$385,000,000)".

            (k)  Section 2.09 of the Credit Agreement is hereby amended by
adding, following the words "Maturity Date" appearing in paragraph (a)
thereof, the words:  "applicable to such Loan".

            (l)  Section 2.10 of the Credit Agreement is hereby amended by
adding at the end thereof the following:

            (g) In the event that, on December 31, 2003, the total U.S. Exposure
      exceeds the total U.S. Commitments (after giving effect to the reduction
      in total U.S. Commitments on such date), each of the U.S. Borrowers shall
      promptly prepay its Borrowings (or, if no such Borrowings are outstanding,
      deposit cash collateral in an account with the U.S. Administrative Agent
      pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

            (m) Section 2.11 of the Credit Agreement is hereby amended by (i)
adding, following the words "Maturity Date" appearing in clause (i) of paragraph
(b) thereof, the words: "with respect to such Lender" and (ii) replacing the
words "Maturity Date" appearing in clause (ii) of paragraph (b) thereof, with
the words "Extended Maturity Date".

            (n) Section 2.12 of the Credit Agreement is hereby amended by
adding, (i) following the words "of any Loan" appearing in clause (ii) of
paragraph (e) thereof, the words "of any Lender" and (ii) following the words
"Availability Period" appearing in paragraph clause (ii) of paragraph (e)
thereof, the words "with respect to such Lender".

            (o) Section 6.08 of the Credit Agreement is hereby amended by
deleting the words "Maturity Date" appearing in paragraph (b) thereof and
substituting in lieu thereof the words "Extended Maturity Date".

            (p) Paragraph (c) of Section 9.04 of the Credit Agreement is hereby
amended by inserting therein, after the second sentence of such paragraph, the
following:

      The Administrative Agents also shall indicate in the Register the Maturity
      Date applicable to each Lender and its Commitments and Loans.

            SECTION 2. Termination of Participations in Letters of Credit. If
this Amendment becomes effective as provided herein, and if less than all
Lenders execute this Amendment, then it is understood and agreed that, on
December 31, 2003, each Lender with respect to which such date is the Maturity
Date shall, as of the close of business on such date, be released from its
participations in all outstanding Letters of Credit, and the participations in
all Letters of Credit outstanding on such date shall be reallocated among the
Lenders, as if each such Letter of Credit was being issued on such date, after
giving effect to the termination of all Commitments terminating on such date;
provided, however, that the foregoing shall not apply if all Commitments have
terminated, or deemed to have terminated, on or prior to such date as a result
of an Event of Default or otherwise.

            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 (i) 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 (ii) the Agents shall have received
payment of the amendment fees payable under Section 5 below and any
out-of-pocket expenses of the Agents payable by the Borrowers that have been
invoiced before the Amendment Effective Date.

            SECTION 5. Fees. 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 5:00 p.m. on April [ ], 2002, an amendment fee in an amount equal
to 0.25% 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
pursuant to Section 3. 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, and McMillan Binch, Canadian counsel for the
Agents.

            SECTION 7. Effect of Amendment. 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 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 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. 3 DATED AS OF APRIL 23, 2002, TO THE CREDIT
AGREEMENT DATED AS OF FEBRUARY 23, 2001, as amended, 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: