Exhibit 4.18
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
9.375% SENIOR NOTES DUE
2015
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 9.375% Senior Notes due 2015 (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, t
