Exhibit 4.7
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
April 22, 2003
between
RITE
AID CORPORATION,
THE
SUBSIDIARY GUARANTORS NAMED THEREIN
and
BNY
MIDWEST TRUST COMPANY
as Trustee
8.125%
SENIOR SECURED NOTES DUE 2010
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 April 22, 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
8.125% Senior Secured Notes due 2010 (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 delete 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 and
Specified Collateral Dispositions), Section 4.07
(Limitation on Restrictions on Distributions from Restricted
Subsidiaries), Section 4.08 (Limitation on Transactions with
Affiliates), Section 4.09 (Guarantees by Subsidiaries),
Section 4.10 (Limitation on Sale and Leaseback Transactions),
Section 4.11 (Designation of Restricted and Unrestricted
Subsidiaries), Section 4.12 (Additional Security Documents),
Section 4.13 (Change of Control), and clauses (a)(4),
(a)(5) and (b) of Section 5.01 (When Company
May Merge 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 is hereby amended to delete clauses (d), (e), (h),
(i), (j) and (k) 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 (d), (e), (h), (i),
(j) and (k) 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 references to Sections 5.01 and 6.01 of the Inde
