FIRST SUPPLEMENTAL INDENTURE
Dated as of October 5, 1993
FIRST SUPPLEMENTAL INDENTURE dated as of , 1993
(the "First Supplemental Indenture"), between SUPERMARKETS
GENERAL HOLDINGS CORPORATION, a Delaware corporation (hereinafter
called the "Company"), and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as trustee under the Indenture referred to
below (hereinafter called the "Trustee").
WHEREAS, the Company and the Trustee are parties to an
Indenture, dated as of May 1, 1992 (hereinafter called the
"Existing Indenture", all capitalized terms used in this
Supplemental Indenture and not otherwise defined being used as
defined in the Existing Indenture), pursuant to which the Company
issued its 11-5/8% Subordinated Notes due 2002 (hereinafter
called the "Securities");
WHEREAS, on May 26, 1993, Supermarkets General
Corporation (to be renamed as Pathmark Stores, Inc.), a Delaware
corporation and a wholly owned subsidiary of the Company
("Pathmark"), made an offer (the "Exchange Offer") to exchange
$1,000 principal amount of Pathmark's 11-5/8% Subordinated Notes
due 2002 for each $1,000 principal amount of the Securities
issued by the Company, and, concurrently with the Exchange Offer,
the Company solicited (the "Solicitation") consents to amend
certain provisions of the Existing Indenture;
WHEREAS, the Existing Indenture provides that, when
authorized by a Board Resolution, indentures supplemental thereto
may be executed and delivered by the Company and the Trustee with
the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities (or in certain
cases the consent of the Holder of each Outstanding Security
affected thereby), such consent to be by Act of said Holders
delivered to the Company and the Trustee;
WHEREAS, pursuant to the Exchange Offer and the
Solicitation, the Holders of at least a majority in principal
amount of the Outstanding Securities have so consented to the
execution and delivery of this First Supplemental Indenture; and
WHEREAS, all things necessary have been done to make
this First Supplemental Indenture, when executed and delivered by
the Company, the legal, valid and binding agreement of the
Company, in accordance with its terms.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
The parties hereto mutually covenant and agree as follows:
PART ONE
The Existing Indenture is hereby supplemented, modified
and restated to read as set forth in Exhibit A to this First
Supplemental Indenture.
PART TWO
Sec. 1. This First Supplemental Indenture shall be
construed as supplemental to the Indenture and shall form a part
thereof, and the Indenture is hereby incorporated by reference
herein and, as supplemented, modified and restated hereby, is
hereby ratified, approved and confirmed.
Sec. 2. This First Supplemental Indenture shall be
governed and construed in accordance with the laws of the State
of New York.
Sec. 3. This First Supplemental Indenture may be signed
in any number of counterparts with the same effect as if the
signatures to each counterpart were upon a single instrument, and
all such counterparts together shall be deemed an original of
this First Supplemental Indenture.
Sec. 4. It is the intention of the parties hereto that
this First Supplemental Indenture be deemed to be delivered in
the State of New York, and that such delivery by the Company be
deemed to occur only upon delivery by the Trustee in the State of
New York.
Sec. 5. This First Supplemental Indenture shall be
effective on the date and time hereof; provided, however, that
this First Supplemental Indenture shall not become operative, and
the Existing Indenture shall remain in effect, until the date the
Exchange Offer expires; and provided, further, that if the
Exchange Offer is terminated, this First Supplemental Indenture
shall be rescinded automatically and shall not have further force
and effect.
-2-
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.
SUPERMARKETS GENERAL HOLDINGS
CORPORATION
By: /s/ Anthony Cuti
Name:
Title: President
Attest: /s/ Myron D. Waxberg
Name: Myron D. Waxberg
Title: Assistant Secretary
WILMINGTON TRUST COMPANY
By:
Name:
Title:
Attest:
Name:
Title:
-3-
STATE OF Delaware )
) ss.:
COUNTY OF New Castle )
On the 4th day of October, 1993, before me personally
came James T. Skelly, III and Emmett R. Harmon, respectively, to
me known, who, being by me duly sworn, did acknowledge before
me that they reside at Wilmington, DE and at Wilmington, DE
and ,
respectively; that they are Vice President and Vice President,
respectively, of Wilmington Trust Company, one of the
corporations described in and which executed the above
instrument; that they know the corporate seal of such
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed pursuant to authority of
the Board of Directors of such corporation; and that they signed
their names thereto as James T. Skelly, III and Emmett R. Harmon
, respectively, of such corporation pursuant to
like authority.
(NOTARIAL SEAL)
/s/ Sonja F. Allen
---------------
Notary Public
STATE OF New York )
) ss.:
COUNTY OF New York )
On the 5th day of October, 1993, before me
personally came Anthony Cuti and
, respectively, to me known, who, being
by me duly sworn, did acknowledge before me that they reside at
36 E. Saddle River Rd. and Saddle River, New Jersey,
respectively; that they are
Vice President and Vice President
, respectively, of Supermarkets General Holdings
Corporation, one of the corporations described in and which
executed the above instrument; that they know the corporate seal
of such corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed pursuant to authority
of the Board of Directors of such corporation; and that they
signed their names thereto as
and , respectively, of such
corporation pursuant to like authority.
(NOTARIAL SEAL)