Exhibit 4.10
SECOND
SUPPLEMENTAL INDENTURE
dated as of June 17, 2008
between
RITE AID
CORPORATION,
THE SUBSIDIARY GUARANTORS
NAMED HERETO
and
THE BANK
OF NEW YORK TRUST COMPANY, N.A.,
successor to BNY Midwest Trust
Company
as
Trustee
to
the
INDENTURE
dated as of May 20, 2003
between
RITE AID
CORPORATION,
THE SUBSIDIARY GUARANTORS
NAMED THEREIN
and
BNY
MIDWEST TRUST COMPANY
as
Trustee
9.25% SENIOR NOTES DUE
2013
THIS SECOND SUPPLEMENTAL
INDENTURE (the “ Second Supplemental
Indenture ”), dated as of June 17, 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 Trust Company, N.A. (the “
Trustee ”), as successor trustee to BNY Midwest Trust
Company 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 indenture dated as
of May 20, 2003, as amended by the First Supplemental
Indenture thereto, 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 9.25% Senior Notes due 2013 (the “
Notes ”) and the Subsidiary Guarantors have provided
subsidiary guarantees (the Notes together with the subsidiary
guarantees, the “ Securities ”);
WHEREAS ,
Section 9.02 of the Indenture provides that, subject to
certain conditions, the Company, the Subsidiary Guarantors and the
Trustee may amend the Indenture or the Securities with the consent
of the Holders of at least a majority in aggregate principal amount
of the Securities then outstanding;
WHEREAS , the
Company and each of the Subsidiary Guarantors are undertaking to
execute and deliver this Second Supplemental Indenture to amend
certain terms and covenants in the Indenture in connection with the
Offer to Purchase and Consent Solicitation Statement of the
Company, dated as of June 4, 2008, and any amendments,
modifications or supplements thereto (the “ Tender Offer
and Solicitation ”); and
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 Second Supplemental
Indenture.
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 Amendments to the
Indenture . 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 Amendments to the
Indenture . Effective at the time of payment or deposit
with DTC (the “ Payment Date ”) of an amount of
money sufficient to pay for all Notes validly tendered and accepted
pursuant to the Tender Offer and Solicitation (or at least a
majority of outstanding Notes if payment is being made pursuant to
any early settlement under the Tender Offer and Solicitation) and
to make all consent payments required under the Tender Offer and
Solicitation:
(i)
The Indenture is hereby amended to Section 4.02 (SEC Reports),
Section 4.03 (Limitation on Debt), Section 4.04
(Limitation on Restricted Payments), Section 4.05 (Limitations
on Liens), Section 4.06 (Limitation on Asset Sales),
Section 4.07 (Limitation on Restrictions on
Distributions from Restricted Subsidiaries), Section 4.08
(Limitation on Transactions with Affiliates), Section 4.09
(Limitation on Guarantees by Restricted Subsidiaries),
Section 4.10 (Limitation on Sale and Leaseback Transactions),
Section 4.11 (Designation of Restricted and Unrestricted
Subsidiaries), and Section 4.12 (Change of Control), and
clauses (d) and (e) of Section 5.01 (When Company
May Merger or Transfer Assets);
(ii)
The failure to comply with the terms of any of the Sections of the
Indenture set forth in clause (i) above shall no longer
constitute a Default or an Event of Default under the Indenture and
shall no longer have any other consequence under the Indenture;
(iii)
The Indenture to delete clauses (4), (5) and (8) of
Section 6.01 (Events of Default) in their entirety and all
references thereto contained in Section 6.01 and elsewhere in
the Indenture in their entirety, and the occurrence of the events
described in clauses (4), (5) and (8) of
Section 6.01 shall no longer constitute Events of Default;
(iv)
All definitions set forth in Section 1.01 of the Indenture
that relate to defined terms used solely in sections deleted by
this Second Supplemental Indenture are hereby deleted in their
entirety; and
(v)
All refer
