EXCHANGE AGENT AGREEMENTExchange Agent Agreement • January 13th, 2004 • Pathmark Stores Inc • Retail-grocery stores • New York
Pathmark Stores, Inc., a Delaware corporation, proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding unregistered 83/4% Senior Subordinated Notes due 2012 (the "Old Notes"), of which $50,000,000 aggregate principal amount is outstanding, for an equal principal amount of its 83/4% Senior Subordinated Notes due 2012 (the "Exchange Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated January , 2004 (the "Prospectus"), proposed to be distributed to all record holders of the Old Notes. The Old Notes and the Exchange Notes are collectively referred to herein as the "Notes". The Notes are and will be unconditionally guaranteed by Pathmark Stores, Inc. (the "Company") and Plainbridge LLC, a Delaware limited liability company, Adbrett Corp., a Delaware corporation, AAL Realty Corp., a New York corporation, Bridge Stuart Inc., a New York corporation and PTMK LLC., a Delaware limited liability company
REGISTRATION RIGHTS AGREEMENT Dated as of December 18, 2003 by and among Pathmark Stores, Inc. and the Subsidiary Guarantors referred to herein and J.P. Morgan Securities Inc. as Initial PurchaserRegistration Rights Agreement • January 13th, 2004 • Pathmark Stores Inc • Retail-grocery stores • New York
This Agreement is made pursuant to the Purchase Agreement, dated December 12, 2003 (the "Purchase Agreement"), by and among the Company, the Subsidiary Guarantors and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Senior Subordinated Notes, each of the Company and the Subsidiary Guarantors has agreed to provide the registration rights and other agreements set forth in this Agreement. The execution and delivery of this Agreement by each of the Company and the Subsidiary Guarantors is a condition to the obligations of the Initial Purchaser to purchase Senior Subordinated Notes under the Purchase Agreement. The Senior Subordinated Notes and the Guarantees (as defined below) in respect thereof are to be issued under the indenture dated as of January 29, 2002, which was supplemented by the First Supplemental Indenture, dated as of January 30, 2002, among the Company, the Subsidiary Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee. Capitalized term
