GREAT ATLANTIC & PACIFIC TEA CO INC
EX-10.39: FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>5
<FILENAME>y33639exv10w39.txt
<DESCRIPTION>EX-10.39: FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.39

                               FIRST AMENDMENT TO
                           LETTER OF CREDIT AGREEMENT

     This First Amendment to Letter of Credit Agreement (the "First Amendment")
is made as of the 13 day of October, 2006 by and among

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

     BANK OF AMERICA, N.A., as Issuing Bank (the "Issuing Bank").

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

                                   WITNESSETH

     WHEREAS, the Company and the Issuing Bank are parties to a Letter of Credit
Agreement dated as of October 14, 2005 (the "Letter of Credit Agreement"); and

     WHEREAS, the Company has advised the Issuing Bank that the Company desires
to amend the Letter of 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 Letter of Credit Agreement.

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

a.   Clause (i) of the definition of "Termination Date" in Section 1.01 of the
     Letter of Credit Agreement is hereby amended by deleting the reference to
     "October 14, 2006" therein and substituting in its stead "October 14,
     2007".

b.   Clause (ii) of Section 2.01(b) of the Letter of Credit Agreement is hereby
     amended by deleting the reference to "October 14, 2006" therein and
     substituting in its stead "October 14, 2007".

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

a.   This First Amendment shall have been duly executed and delivered by the
     Company and the Issuing Bank.

b.   All action on the part of the Company necessary for the valid execution,
     delivery and performance by the Company of this First Amendment shall have
     been duly and effectively taken.

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

d.   The Company shall have provided such additional instruments and documents
     as the Issuing Bank and their counsel may have reasonably requested.

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4.   Miscellaneous.

a.   Except as provided herein, all terms and conditions of the Letter of Credit
     Agreement remain in full force and effect. The Company hereby ratifies,
     confirms, and reaffirms all of the representations, warranties and
     covenants therein contained.

b.   This First 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.   The Company shall reimburse the Issuing Bank for all expenses incurred in
     connection with this First Amendment, including, without limitation,
     reasonable attorneys' fees, costs and expenses.

d.   This First 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 First 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 First Amendment.

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

[SIGNATURE PAGES FOLLOW]

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                                        BANK OF AMERICA, N.A., as Issuing Bank


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

<PAGE>

                                        THE GREAT ATLANTIC & PACIFIC TEA
                                        COMPANY, INC.


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

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