EXHIBIT 4.2
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Pathmark Stores, Inc.
Issuer
8 3/4% Senior Subordinated Notes due 2012
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First Supplemental Indenture
Dated as of January 30, 2002
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▇▇▇▇▇ Fargo Bank Minnesota, National Association
Trustee
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FIRST SUPPLEMENTAL INDENTURE, dated as of January 30, 2002, among Pathmark
Stores, Inc., a Delaware corporation, as issuer (the "COMPANY"), PTMK Corp., a
Delaware corporation and a wholly-owned subsidiary of the Company, as guarantor
(the "ADDITIONAL GUARANTOR"), and ▇▇▇▇▇ Fargo Bank Minnesota, National
Association, as trustee (the "TRUSTEE").
RECITALS OF THE COMPANY
WHEREAS, the Company has issued an aggregate principal amount of
$200,000,000 of its 8 3/4% Senior Subordinated Notes due 2012 (the "SECURITIES")
pursuant to the indenture (the "INDENTURE") dated as of January 29, 2002 among
the Company, the Subsidiary Guarantors named therein and the Trustee;
WHEREAS, the Company covenanted and agreed pursuant to the terms of the
Indenture to cause each domestic Restricted Subsidiary that incurs any
Indebtedness (with exceptions) to simultaneously execute and deliver a
supplemental indenture to the Indenture to provide for a Guarantee of the
Company's obligations with respect to the Securities;
WHEREAS, the Additional Guarantor is a domestic Restricted Subsidiary of
the Company and intends to Guarantee the Company's obligations under the Credit
Agreement;
WHEREAS, pursuant to Section 9.01(5) of the Indenture, the Company and the
Trustee may amend and supplement the Indenture to add guarantors of the
Securities without the consent of any Securityholder; and
WHEREAS, all things necessary for the execution of this First Supplemental
Indenture and to make this First Supplemental Indenture a valid and binding
agreement of the Company and the Additional Guarantor have been done.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree, for
the equal and proportionate benefit of all Securityholders, as follows:
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ARTICLE I
RATIFICATION; DEFINITIONS
SECTION 1.01. FIRST SUPPLEMENTAL INDENTURE. This First Supplemental
Indenture is supplemental to, and is entered into in accordance with Section
9.01 of the Indenture, and except as modified, amended and supplemented by this
First Supplemental Indenture, the provisions of the Indenture are in all
respects ratified and confirmed and shall remain in full force and effect; and
SECTION 1.02. DEFINITIONS. Unless the context shall otherwise require, all
terms which are defined in Section 1.01 of the Indenture shall have the same
meanings, respectively, in this First Supplemental Indenture as such terms are
given in said Section 1.01 of the Indenture.
ARTICLE II
ADDITIONAL GUARANTOR
SECTION 2.01. GUARANTEE. The Additional Guarantor hereby expressly assumes
the obligations of, and otherwise agrees to perform all of the duties of, a
Subsidiary Guarantor (in addition to the Subsidiary Guarantors) under the
Indenture, subject to the terms and conditions thereof, with the same effect as
if it had been named as a Subsidiary Guarantor therein as of the date this First
Supplemental Indenture is executed and delivered.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. SUCCESSORS AND ASSIGNS. All covenants and agreements of the
Company, the Additional Guarantor and the Trustee in this First Supplemental
Indenture shall bind their respective successors.
SECTION 3.02. COUNTERPARTS. This First Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same instrument.
SECTION 3.03. GOVERNING LAW. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York
without giving effect to applicable principles of conflicts of law to the extent
that the application of the laws of another jurisdiction would be required
thereby.
SECTION 3.04. EFFECTIVE DATE. This First Supplemental Indenture shall
become effective upon execution and delivery hereof.
SECTION 3.05. INCORPORATION INTO INDENTURE. All provisions of this First
Supplemental Indenture shall be deemed to be incorporated in, and made part of,
the Indenture;
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and the Indenture, as amended and supplemented by this First Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.
SECTION 3.06. ACCEPTANCE. The Trustee accepts the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions set forth therein as so supplemented. The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this First Supplemental Indenture or the due
execution by the Company or the Additional Guarantor, or for or in respect of
the recitals contained herein, all of which are made by the solely by the
Company and the Additional Guarantor.
SECTION 3.07. SEVERABILITY. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the date first written above.
PATHMARK STORES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
PTMK CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
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