FIRST SUPPLEMENTAL INDENTURE dated as of July 9, 2008 between RITE AID CORPORATION, THE SUBSIDIARY GUARANTORS NAMED HERETO and THE BANK OF NEW YORK MELLON TRUSTCOMPANY, N.A., successor to BNY Midwest Trust Company as Trustee to the INDENTURE dated as of June 4, 2007 between, RITE AID CORPORATION, THE SUBSIDIARY GUARANTORS NAMED THEREIN and THE BANK OF NEW YORK TRUSTCOMPANY, N.A. as Trustee 9.5% SENIOR NOTES DUE 2017
Exhibit 4.20
FIRST SUPPLEMENTAL INDENTURE
dated as of July 9, 2008
between
RITE AID CORPORATION,
THE SUBSIDIARY GUARANTORS NAMED HERETO
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
successor to BNY Midwest Trust Company
as Trustee
to the
INDENTURE
dated as of June 4, 2007
between,
RITE AID CORPORATION,
THE SUBSIDIARY GUARANTORS NAMED THEREIN
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee
9.5% SENIOR NOTES DUE 2017
THIS FIRST SUPPLEMENTAL INDENTURE (the First Supplemental Indenture), dated as of July 9, 2008, among Rite Aid Corporation, a Delaware corporation (the Company), each of the subsidiary guarantors of the Company listed on Schedule I hereto (the Subsidiary Guarantors) and The Bank of New York Mellon Trust Company, N.A. (the Trustee), as successor Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and delivered an amended and restated indenture dated as of June 4, 2007 (as amended, the Indenture), between the Company, each of the Subsidiary Guarantors and the Trustee, pursuant to which the Company has issued its 9.5% Senior Notes due 2017 (the Notes) and the Subsidiary Guarantors have provided subsidiary guarantees (the Notes together with the subsidiary guarantees, the Securities);
WHEREAS, Section 9.01(a) of the Indenture provides that without the consent of any Holders, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities and, subject to any other consent required under the terms of the applicable Second Priority Collateral Documents, the Second Priority Collateral Documents, in each case without notice to cure any ambiguity, omission, defect or inconsistency;
WHEREAS, Subsidiary Guarantor is defined in the Indenture to mean a party to the Second Priority Subsidiary Guarantee Agreement as of the Issue Date and any other Person that Guarantees the Securities pursuant to the Indenture;
WHEREAS, PJC Essex Realty LLC, PJC Norwich Realty LLC and PJC Peterborough Realty II LLC are not a party to the Second Priority Subsidiary Guarantee Agreement and were included in error on Schedule A to the Indenture;
WHEREAS, the Company desires to amend the Indenture to correct this error by replacing Schedule A of the Indenture with the corrected Schedule I attached hereto;
WHEREAS, the Board of Directors of the Company and the Boards of Directors, Boards of Managers or Partners of the Subsidiary Guarantors have authorized and approved the execution and delivery of this First Supplemental Indenture;
WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) an Officers Certificate and (ii) an Opinion of Counsel, in accordance with Sections 9.01, 10.04 and 10.05 of the Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this First Supplemental Indenture and to make this First Supplemental Indenture valid and binding have been complied with or have been done or performed.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I
CAPITALIZED TERMS
Section 1.01 General. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.
ARTICLE II
AMENDMENTS AND WAIVERS
Section 2.01 Amendment to the Indenture. The Indenture is hereby amended by replacing Schedule A of the Indenture with the corrected Schedule I attached hereto.
Section 2.02 Effect of Amendments. For the avoidance of doubt, from and after the effectiveness of this First Supplemental Indenture, all references to the Subsidiary Guarantors in the Indenture shall mean the Subsidiary Guarantors as defined in the Indenture, but shall not include PJC Essex Realty LLC, PJC Norwich Realty LLC and PJC Peterborough Realty II LLC.
ARTICLE III
MISCELLANEOUS
Section 3.01 Ratification of Indenture; First Supplemental Indenture Part of Indenture.
(i) Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Securities heretofore or hereafter authenticated and delivered shall be bound hereby. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this First Supplemental Indenture, then the terms and conditions of this First Supplemental Indenture shall prevail.
(ii) This First Supplemental Indenture shall become effective upon its execution and delivery by the Company, the Subsidiary Guarantors and the Trustee.
(iii) The Notes include certain of the foregoing provisions from the Indenture. Upon the operative date of this First Supplemental Indenture, such provisions from the Notes shall be deemed deleted or amended as applicable.
Section 3.02 Governing Law.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 3.03 Trustee Makes No Representation.
The recitals contained herein are those of the Company and the Subsidiary Guarantors and not the Trustee, and the Trustee assumes no responsibility for the correctness of same. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this First Supplemental Indenture.
Section 3.04 Counterparts.
The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
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Section 3.05 Effect of Headings.
The section headings herein are for convenience only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.
| RITE AID CORPORATION | ||
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| By: | /s/ Robert B. Sari | |
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| Name: | Robert B. Sari |
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| Title: | Executive Vice President, |
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| EACH OF THE SUBSIDIARY GUARANTORS | ||
| LISTED ON SCHEDULE I HERETO | ||
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| By: | /s/ Robert B. Sari | |
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| Name: | Robert B. Sari |
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| Title: | Authorized Person |
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| THE BANK OF NEW YORK MELLON TRUST | ||
| COMPANY, N.A., as Trustee | ||
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| By: | /s/ D.G. Donovan | |
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| Name: | D.G. Donovan |
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| Title: | Vice President |
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SCHEDULE I
1515 West State Street Boise, Idaho, LLC |
Ann & Government StreetsMobile, Alabama, LLC |
Central Avenue & Main Street Petal-MS, LLC |
Eighth and Water StreetsUrichsville, Ohio, LLC |
Munson & Andrews, LLC |
Name Rite, L.L.C. |
Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC |
Rite Aid Services, L.L.C. |
Silver Springs RoadBaltimore, Maryland/One, LLC |
Silver Springs RoadBaltimore, Maryland/Two, LLC |
State & Fortification StreetsJackson, Mississippi, LLC |
State Street and Hill RoadGerard, Ohio, LLC |
Tyler and Sanders Roads, BirminghamAlabama, LLC |
1740 Associates, LLC |
Northline & DixToledoSouthgate, LLC |
Seven Mile and EvergreenDetroit, LLC |
764 South BroadwayGeneva, Ohio, LLC |
Gettysburg and HooverDayton, Ohio, LLC |
Mayfield & Chillicothe RoadsChesterland, LLC |
112 Burleigh Avenue Norfolk, LLC |
Fairground, L.L.C. |
3581 Carter Hill RoadMontgomery Corp. |
Harco, Inc. |
K&B Alabama Corporation |
Rite Aid of Alabama, Inc. |
Thrifty Corporation |
Thrifty PayLess, Inc. |
Rite Aid of Connecticut, Inc. |
Eagle Managed Care Corp. |
K&B, Incorporated |
Rite Aid Corporation |
Rite Aid Drug Palace, Inc. |
Rite Aid Hdqtrs. Corp. |
Rite Aid Hdqtrs. Funding, Inc. |
Rite Aid of Delaware, Inc. |
Rite Aid Transport, Inc. |
Rite Fund, Inc. |
Rite Investments Corp. |
Rx Choice, Inc. |
Rite Aid Realty Corp. |
Patton Drive and Navy Boulevard Property Corporation |
Rite Aid of Florida, Inc. |
Rite Aid of Georgia, Inc. |
Rite Aid of Illinois, Inc. |
Rite Aid of Indiana, Inc. |
Rite Aid of Kentucky, Inc. |
K&B Louisiana Corporation |
K&B Services, Incorporated |
Rite Aid of Maine, Inc. |
Rite Aid of Massachusetts, Inc. |
GDF, Inc. |
READs Inc. |
Rite Aid of Maryland, Inc. |
Apex Drug Stores, Inc. |
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PDS-1 Michigan, Inc. |
Perry Distributors, Inc. |
Perry Drug Stores, Inc. |
RamUtica, Inc. |
RDS Detroit, Inc. |
Rite Aid of Michigan, Inc. |
K&B Mississippi Corporation |
Rite Aid of New Hampshire, Inc. |
657659 Broad St. Corp. |
Lakehurst and Broadway Corporation |
Rite Aid of New Jersey, Inc. |
Rite Aid of New York, Inc. |
Rite Aid Rome Distribution Center, Inc. |
Rite Aid of North Carolina, Inc. |
4042 Warrensville Center RoadWarrensville Ohio, Inc. |
5600 Superior Properties, Inc. |
Broadview and WallingsBroadview Heights Ohio, Inc. |
Rite Aid of Ohio, Inc. |
The Lane Drug Company |
Keystone Centers, Inc. |
Rite Aid of Pennsylvania, Inc. |
537 Elm Street Corporation |
Rite Aid of South Carolina, Inc. |
K&B Tennessee Corporation |
Rite Aid of Tennessee, Inc. |
K&B Texas Corporation |
Rite Aid of Vermont, Inc. |
England StreetAsheland Corporation |
Rite Aid of Virginia, Inc. |
5277 Associates, Inc. |
Rite Aid of Washington, D.C., Inc. |
Rite Aid of West Virginia, Inc. |
JCG (PJC) USA, LLC |
Jean Coutu Group Holdings (USA), LLC |
PJC Dorchester Realty LLC |
PJC East Lyme Realty LLC |
PJC Haverhill Realty LLC |
PJC Hermitage Realty LLC |
PJC Hyde Park Realty LLC |
PJC Manchester Realty LLC |
PJC Mansfield Realty LLC |
PJC New London Realty LLC |
PJC Peterborough Realty LLC |
PJC Providence Realty LLC |
PJC Realty N.E. LLC |
PJC Revere Realty LLC |
Maxi Drug South, L.P. |
Brooks Pharmacy, Inc. |
Eckerd Corporation |
EDC Licensing, Inc. |
Genovese Drug Stores, Inc. |
JCG Holdings (USA), Inc. |
Maxi Drug North, Inc. |
Maxi Drug, Inc. |
P.J.C. Distribution, Inc. |
P.J.C. Realty Co., Inc. |
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PJC Lease Holdings, Inc. |
PJC Special Realty Holdings, Inc. |
The Jean Coutu Group (PJC) USA, Inc. |
Thrift Drug Services, Inc. |
Thrift Drug, Inc. |
Eckerd Fleet, Inc. |
PJC of Massachusetts, Inc. |
PJC Realty MA, Inc. |
EDC Drug Stores, Inc. |
MC Woonsocket, Inc. |
PJC of Cranston, Inc. |
PJC of East Providence, Inc. |
PJC of Rhode Island, Inc. |
P.J.C. of West Warwick, Inc. |
Maxi Green Inc. |
PJC of Vermont, Inc. |
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