Exhibit
4.16
SECOND
SUPPLEMENTAL INDENTURE
dated as of July 9, 2008
between
RITE AID
CORPORATION
and
THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.
as
successor trustee to The Bank of New York Trust Company,
N.A.
to
the
INDENTURE
dated as of February 21, 2007
between
RITE AID
CORPORATION
and
THE BANK
OF NEW YORK TRUST COMPANY, N.A.
as
Trustee
8.625% Senior Notes due
2015
THIS SECOND SUPPLEMENTAL
INDENTURE (the
“ Second 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 indenture dated as of February 21, 2007, as
amended by the First Supplemental Indenture thereto, dated as of
June 4, 2007 (such supplemental indenture, the “
First Supplemental Indenture ” and the indenture as
amended by the First Supplemental Indenture, the “
Indenture ”), between the Company, each of the
Subsidiary Guarantors and the Trustee, pursuant to which the
Company has issued its 8.625% 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(1) of the
Indenture provides that, subject to certain conditions, the
Company, the Subsidiary Guarantors and the Trustee may amend the
Indenture or the Securities without notice to or consent of any
Holder to cure any ambiguity, omission, defect or
inconsistency;
WHEREAS , the Company and each of the
Subsidiary Guarantors are undertaking to execute and deliver this
Second Supplemental Indenture to cure an omission and defect in
Section 4.03(2)(s) of the Indenture and to cure a defect
in Schedule I to the First Supplemental Indenture; 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 Section 4.03(2)(s) .
Section 4.03(2)(s) is amended in its entirety to read as
follows:
(s) Permitted
Refinancing Debt Incurred in respect of Debt Incurred pursuant to
clause (1) of the first paragraph of this section 4.03 and
clauses (a), (c), (d), (e), (k), (m) and (q) above;
and
Section 2.02
Amendment to the Indenture . The Indenture is hereby
amended by replacing Schedule 1 of the First Supplemental Indenture
with the corrected Schedule 1 attached hereto.
Section 2.03
Effect of Amendments . For the avoidance of doubt,
from and after the effectiveness of this Second 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.
