WARRANT AGREEMENT Dated as of , 2005 among Pathmark Stores, Inc. and The Investors Identified on Annex I Attached HeretoWarrant Agreement • March 28th, 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 , 2005 among Pathmark Stores, Inc. and The Holders of Registrable SecuritiesRegistration Rights Agreement • March 28th, 2005 • Pathmark Stores Inc • Retail-grocery stores • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 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”).
MANAGEMENT SERVICES AGREEMENT Dated as of March 23, 2005 between Pathmark Stores, Inc. and The Yucaipa Companies LLCManagement Services Agreement • March 28th, 2005 • Pathmark Stores Inc • Retail-grocery stores • New York
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) by and between The Yucaipa Companies LLC, a Delaware limited liability company (“Yucaipa”), and Pathmark Stores, Inc., a Delaware corporation (the “Company”), is made and entered into as of March 23, 2005 and effective as of the closing of the Purchase Agreement (as defined below).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 28th, 2005 • Pathmark Stores Inc • Retail-grocery stores • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of , 2005, among Pathmark Stores, Inc., a Delaware corporation (the “Company”), and the Investors identified on the signature pages hereto (collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENT Dated as of March 23, 2005 among Yucaipa Corporate Initiatives Fund I, L.P. Yucaipa American Alliance Fund I, L.P. Yucaipa American Alliance (Parallel) Fund I, L.P The Yucaipa Companies LLC (As Investors’ Representative)...Securities Purchase Agreement • March 28th, 2005 • Pathmark Stores Inc • Retail-grocery stores • New York
SECURITIES PURCHASE AGREEMENT, dated as of March 23, 2005 (this “Agreement”), between Yucaipa Corporate Initiatives Fund I, L.P., a Delaware limited partnership (“YCI”), Yucaipa American Alliance Fund I, L.P., a Delaware limited partnership (“YAAF”), Yucaipa American Alliance (Parallel) Fund I, L.P., a Delaware limited partnership (“YAAF Parallel” and, together with YCI and YAAF, the “Investors”, The Yucaipa Companies LLC, a Delaware limited liability company (“Investors’ Representative”) (which is a party to this Agreement solely with respect to Section 6.11 hereof), and Pathmark Stores, Inc., a Delaware corporation (the “Company”).
