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
