Exhibit 10.41



Exhibit 10.41


FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT


This
Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth  Amendment”)
is made as of the 24th day of March, 2006 by and  among


PATHMARK
STORES, INC., a corporation organized under the laws of the State of Delaware, having a
place of business at 200 Milik Street, Carteret, New Jersey 07008;


the LENDERS
party hereto;


FLEET
RETAIL  GROUP, LLC (f/k/a Fleet Retail Group, Inc.), as Administrative Agent and
Collateral Agent  for the Lenders, a Delaware limited liability company, having a place
of business at 40  Broad Street, Boston, Massachusetts 02109


THE CIT
GROUP/BUSINESS CREDIT, INC., as Syndication Agent; and


GMAC
COMMERCIAL FINANCE LLC and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation
Agents


in consideration of the mutual
covenants herein contained and benefits to be derived herefrom.


WITNESSETH


WHEREAS,
the Borrower, the Administrative Agent, the Collateral Agent, the Lenders, the
Syndication Agent, and the Co-Documentation Agents have entered into an Amended
and Restated Credit Agreement dated as of October 1, 2004 (as amended and in
effect, the “Credit Agreement”); and


WHEREAS,
the Borrower, the Administrative Agent, the Collateral Agent, the Lenders, the
Syndication Agent, and the Co-Documentation Agents have agreed to amend certain
provisions of the Credit Agreement as set forth 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.	Amendments to Article VI. The
provisions of Article VI of the Credit Agreement are hereby amended by deleting the provisions of SECTION 6.17
in their entirety and substituting the following in their stead:





6.17
Ratio of Credit Extensions to Consolidated EBITDA. The Borrower shall not, at any
time, permit the ratio of the Credit Extensions to Consolidated EBITDA (calculated on a
trailing four fiscal quarter basis) at the end of any fiscal quarter to be more than (i)
for the fourth fiscal quarter of Fiscal Year 2005 and each of the first three fiscal
quarters of Fiscal Year 2006, 2.40:1.00, and (ii) for each fiscal quarter thereafter,
1.90:1.00.


 


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





	 	a. 	This
Fourth Amendment shall have been duly executed and delivered by the  Borrower, the
Administrative Agent, the Collateral Agent and the Required  Lenders. The Administrative
Agent shall have received a fully executed copy  hereof and of each other document
required hereunder.





	 	b. 	The
Borrower shall have reimbursed the Administrative Agent for all expenses due  and payable
in connection herewith, including, without limitation, its  reasonable attorneys’ fees.





	 	c. 	The
Borrower shall have paid to the Administrative Agent, for the account of the  Lenders, an
amendment fee as set forth in the amendment fee letter dated as of  even date herewith.





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





	 	e. 	The
Borrower shall have provided such additional instruments and documents to the
Administrative Agent as the Administrative 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 Borrower hereby  ratifies, confirms, and
reaffirms all of the representations, warranties and  covenants therein contained.
Without limiting the generality of the foregoing,  the Borrower hereby acknowledges,
confirms and agrees that all Collateral shall  continue to secure the Obligations and any
modifications, amendments,  substitutions or renewals thereof.





	 	b.	This
Fourth Amendment may be executed in several counterparts and by each party  on a separate
counterpart, each of which when so executed and delivered, 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 or  electronic transmission shall be effective as
delivery of a manually executed  counterpart hereof.





	 	c.	This
Fourth 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 Fourth  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 Fourth
Amendment.





 


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


	 	
     PATHMARK STORES, INC.
 
	 	By: 	
     /s/ Frank Vitrano	
	 	Print Name: Frank Vitrano
Title: President and Chief Financial Officer	 





	 	
     FLEET RETAIL GROUP, LLC, as 

     Administrative Agent, Collateral Agent

     and Lender
 
	 	By: 	
     /s/ Keith Vercauteren	
	 	Print Name: Keith Vercauteren
Title: Managing Director	 





	 	
     GMAC COMMERCIAL FINANCE LLC
 
	 	By: 	
     /s/ Christopher Gavch	
	 	Print Name: Christopher Gavch
Title: Vice President	 





	 	
     GENERAL ELECTRIC CAPITAL CORPORATION
 
	 	By: 	
     /s/ Brian P. Schwinn	
	 	Print Name: Brian P. Schwinn
Title: Duly Authorized Signatory	 





	 	
     THE CIT GROUP/BUSINESS CREDIT, INC.
 
	 	By: 	
     /s/ Matthew DeFranco	
	 	Print Name: Matthew DeFranco
Title: Assistant Vice President	 





	 	
     WELLS FARGO FOOTHILL, LLC
 
	 	By: 	
     /s/ David Hill	
	 	Print Name: David Hill
Title: Vice President