Exhibit 4.10


                                 THIRD AMENDMENT TO
                                  CREDIT AGREEMENT

         This Third Amendment to Credit Agreement (this "Amendment") is made as
of the 9th day of March, 2007 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 and a Second
Amendment to Credit Agreement dated as of November 10, 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. Section 6.05(a) of the
                  Credit Agreement is hereby amended and restated in its
                  entirety to read as follows:

                           "(a) sales, transfers or other dispositions of
                  inventory, used or surplus equipment, or Permitted Investments
                  made pursuant to Section 6.04(a) or (h) (other than
                  Investments in Equity Interests of Metro Inc., a Quebec
                  corporation), in each case in the ordinary course of
                  business;"

                  Section 6.05 of the Credit Agreement is hereby further amended
                  by (i) the addition of word "and" at the end of clause (e)
                  therein and (ii) the addition of a new clause (f) at the end
                  thereof reading as follows:

                           "(f) sales of Investments in Equity Interests of
                  Metro Inc., a Quebec corporation, (not to exceed 7.1 million
                  shares) held by the Company, provided, that the net cash
                  proceeds of any such sales are deposited in the Cash
                  Collateral Account (as defined in the Letter of Credit Pledge
                  and Security Agreement) and applied in accordance with the
                  terms of the Letter of Credit Pledge and Security Agreement."

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.

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.



<PAGE>


         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]

<PAGE>




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


                           By: /s/Christine Hutchinson
                              --------------------------------------------
                           Name:  Christine Hutchinson
                           Title:  Vice President




<PAGE>


                           CIT GROUP BUSINESS CREDIT, INC.


                           By:  /s/Matthew DeFranco
                              --------------------------------------------
                           Name: Matthew DeFranco
                           Title:  Assistant Vice President

<PAGE>



                           WACHOVIA BANK, NATIONAL ASSOCIATION


                           By: /s/Tom Blackman
                               --------------------------------------------
                           Name:  Tom Blackman
                           Title:  RM

<PAGE>



                           JPMORGAN CHASE BANK, N.A.


                           By: /S/ James M. Barbato
                               --------------------------------------------
                           Name:  James M. Barbato
                           Title:  Vice President




<PAGE>


                           GENERAL ELECTRIC CAPITAL CORPORATION


                           By:  /s/Amanda J. van Heyst
                                --------------------------------------------
                           Name:  Amanda J. van Heyst
                           Title:  Duly Authorized Signatory







<PAGE>


                            WELLS FARGO RETAIL FINANCE, LLC


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




<PAGE>


                            THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.


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

<PAGE>



                             COMPASS FOODS, INC.


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


                             BORMAN'S, INC.

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


                             SHOPWELL, INC.


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


                             WALDBAUM, INC.


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


                             SUPER FRESH FOOD MARKETS, INC.


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


                             SUPER MARKET SERVICE CORP.


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


                             SUPER FRESH/SAV-A-CENTER, INC.


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


                             FOOD BASICS, INC.


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


                             HOPELAWN PROPERTY I, INC.


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


                             LO-LO DISCOUNT STORES, INC.


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