Pathmark Stores, Inc. 200 Milik Street Carteret, New Jersey 07008-1194 Telephone: (732) 499-3930 Telecopier: (732) 499-6891 April 23, 2007

Exhibit 4.1

Pathmark Stores, Inc.

200 Milik Street

Carteret, New Jersey 07008-1194

Telephone: (732) 499-3930

Telecopier: (732) 499-6891

April 23, 2007

Mr. Allan Richards

The Great Atlantic & Pacific Tea Company, Inc.

2 Paragon Drive

Montvale, NJ 07645

Dear Allan:

This will confirm our understanding that notwithstanding anything in Section 6.1(e) of the Agreement to the contrary, the parties hereto agree that Pathmark may permit additional associates to participate in the Retention Pay Plan for Office Associates in Grade Levels L-26 through L-35, Assistant Vice Presidents, Vice Presidents and Senior Vice Presidents, and the Retention Pay Plan for Non-Exempt Office Associates and Exempt Office Associates Through Grade Level L-25, each dated as of March 4, 2007 (collectively, the “Plans”), as set forth in items 28 and 29 of Section 4.10(k) of the Company Disclosure Letter to the Agreement, or increase the amounts payable thereunder so long as the aggregate payments under the Plans do not exceed $9.1 million.

If you are in agreement, please sign below.

Agreed to this 24^th day of April, 2007