THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May
22, 1998, is between SHOPKO STORES, INC., a corporation
duly organized and existing under the laws of the state
of Wisconsin (herein called the "Company"), having its
principal office at 000 Xxxxxxx Xxx, Xxxxx Xxx,
Xxxxxxxxx 00000 and U.S. BANK TRUST NATIONAL
ASSOCIATION (f/k/a First Trust National Association), a
national banking association duly organized and
existing under the laws of the United States, as
Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
Upon the merger of ShopKo Stores, Inc., a
corporation duly organized and existing under the laws
of the state of Minnesota (the "Predecessor"), with and
into the Company, the Company and the Trustee shall be
parties to an Indenture, dated as of March 12, 1992
(the "Indenture"), relating to the Company's 8.50%
Senior Notes due March 15, 2002. Capitalized terms
used herein and not otherwise defined shall have the
same meanings given to them in the Indenture.
The Company has requested the Trustee to join with
it in the execution and delivery of this First
Supplemental Indenture in order to supplement the
Indenture to permit the Predecessor to merge with and
into the Company.
Section 901 of the Indenture provides that a
supplemental indenture may be entered into by the
Company and the Trustee, without the consent of any
Holders, to evidence the succession of another Person
to the Predecessor and the assumption by any such
successor to the covenants of the Predecessor in the
Indenture and in the Securities.
The Company has determined that this First
Supplemental Indenture complies with said Section 901
and does not require the consent of any Holders.
The Company has furnished the Trustee with such
documents as may have been required by Section 801 of
the Indenture.
All things necessary to make this First
Supplemental Indenture a valid agreement of the Company
and the Trustee and a valid amendment of and supplement
to the Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities,
or of series thereof, as follows:
The Company hereby expressly assumes the due and
punctual payment of the principal of and interest on
all the Securities and the performance or observance of
every covenant of the Indenture on the part of the
Predecessor to be performed or observed.
GENERAL PROVISIONS
The recitals contained herein shall be taken as
the statements of the Company, and the Trustee assumes
no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity of
the First Supplemental Indenture. The Indenture, as
supplemented by this First Supplemental Indenture, is
in all respects hereby ratified and confirmed.
This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall
together constitute but one and the same instrument.
This First Supplemental Indenture shall be
governed by and construed in accordance with the laws
of the State of New York, but without regard to
principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed,
and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first
above written.
SHOPKO STORES, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------
Xxxx X. Xxxxxx, Chairman,
President and Chief
Executive Officer
Attest:
/s/ Xxxxxxx X. Xxxxxx
-----------------------
Xxxxxxx X. Xxxxxx,
Secretary
U.S. BANK TRUST NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxx
Assistant Vice President
Attest:
/s/ X. Xxxxxxxx
--------------------
X. Xxxxxxxx
STATE OF WISCONSIN )
) SS.:
COUNTY OF MILWAUKEE)
On the 22nd day of May, 1998, before
me personally came Xxxx X. Xxxxxx, to me known, who,
being by me duly sworn, did depose and say that he is
Chairman, President and Chief Executive Officer of
ShopKo Stores, Inc., one of the corporations described
in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal;
that is was so affixed by authority of the Board of
Directors of said corporation, and that he signed his
name thereto by like authority.
/s/ Xxxxx X. Xxxxxx
-----------------------------
My Commission Expires 6/18/00
STATE OF MINNESOTA )
) SS.:
COUNTY OF XXXXXX )
On the 22nd day of May, 1998, before me
personally came Xxxxxxx X. Xxxxxxxx, to me known, who,
being by me duly sworn, did depose and say that he is
Assistant Vice President of U.S. Bank Trust National
Association, one of the corporations described in and
which executed the foregoing instrument; that he knows
the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that is was so
affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by
like authority.
/s/ Xxxx X. Xxxxxxx
-------------------------------
My Commission Expires 1/31/00
