0001104659-05-028388 Sample Contracts

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • June 15th, 2005 • Pathmark Stores Inc • Retail-grocery stores • Delaware

This Stockholders’ Agreement (this “Agreement”) is made as of June 9, 2005, among Pathmark Stores, Inc., a Delaware corporation (the “Company”), and the Investors identified on the signature pages hereto (collectively, the “Investors”).

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WARRANT AGREEMENT Dated as of June 9, 2005 among Pathmark Stores, Inc. and The Investors Identified on Annex I Attached Hereto
Warrant Agreement • June 15th, 2005 • Pathmark Stores Inc • Retail-grocery stores • New York

WHEREAS, the Company proposes to issue to the Investors two series of warrants, as hereinafter described (the “Warrants”), to purchase an aggregate of 10,060,000 shares and 15,046,350 shares respectively (subject to adjustment), of the Common Stock, $.01 par value per share (the “Common Stock”) of the Company (the shares of Common Stock issuable on exercise of the Warrants being referred to herein as the “Warrant Shares”) pursuant to that certain Securities Purchase Agreement dated as of March 23, 2005 by and among the Company and the Investors (the “Purchase Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

REGISTRATION RIGHTS AGREEMENT Dated as of June 9, 2005 among Pathmark Stores, Inc. and The Holders of Registrable Securities
Registration Rights Agreement • June 15th, 2005 • Pathmark Stores Inc • Retail-grocery stores • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2005 by and among Pathmark Stores, Inc., a Delaware corporation (the “Company”), and each of the holders of Registrable Securities (as hereinafter defined) executing this Agreement (each a “Holder” and collectively, the “Holders”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 15th, 2005 • Pathmark Stores Inc • Retail-grocery stores

This First Amendment to Amended and Restated Credit Agreement (the “First Amendment”) is made as of the 6th day of June, 2005 by and among

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