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 Indenture shall mean Sections 5.01
and 6.01 as amended by this Second Supplemental Indenture.


 


ARTICLE III


 


RELEASE OF
SUBSIDIARY GUARANTEES AND COLLATERAL


 


Section 3.01   Release of Subsidiary Guarantees and
Collateral.  Upon the
operative date of this Second Supplemental Indenture in accordance with Section 2.01
hereof, (i) each of the Subsidiary Guarantors shall be fully and
unconditionally released from its Subsidiary Guarantee, (ii) all
collateral securing any such Subsidiary Guarantee shall be fully and
unconditionally released without any further action on behalf of the Holders,
the Company or any Subsidiary Guarantor (and notwithstanding any other consent
that may be required under any Second Priority Collateral Document), (iii) the
Holders consent (including for purposes of determining actions of the Second
Priority Instructing Group) to an amendment to any of the Second Priority
Collateral Documents to evidence the foregoing and (iv) the Notes will no
longer constitute a Second Priority Debt Obligation.


 


ARTICLE IV


 


MISCELLANEOUS


 


Section 4.01   Ratification
of Indenture; Second Supplemental Indenture Part of Indenture.


 


(i)                                    Except
as expressly supplemented hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.  This Second
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of the Securities heretofore or hereafter authenticated and
delivered shall be bound hereby.  In the
event of a conflict between the terms and conditions of the Indenture and the
terms and conditions of this Second Supplemental Indenture, then the terms and
conditions of this Second Supplemental Indenture shall prevail.


 


(ii)                                 The
Notes include certain of the foregoing provisions from the Indenture. Upon the
operative date of this Second Supplemental Indenture, such provisions from the
Notes shall be deemed deleted or amended as applicable.


 


(iii)                              Notwithstanding
an earlier execution date, the provisions of this Supplemental Indenture shall
not become operative until the time and date upon which the Company pays the
Consent Fee (as such term is defined in the Offer to Purchase and Consent
Solicitation Statement) to all Holders who have validly delivered and not
validly revoked consents pursuant to the terms of the Offer to Purchase and
Consent Solicitation Statement.


 


Section 4.02   Governing
Law.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO 


 


 


 





















 


 


APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


Section 4.03   Trustee
Makes No Representation.


 


The recitals contained herein are those of the Company and the
Subsidiary Guarantors and not the Trustee, and the Trustee assumes no
responsibility for the correctness of same. The Trustee makes no
representations as to the validity or sufficiency of this Second Supplemental
Indenture. All rights, protections, privileges, indemnities and benefits granted
or afforded to the Trustee under the Indenture shall be deemed incorporated
herein by this reference and shall be deemed applicable to all actions taken,
suffered or omitted by the Trustee under this Second Supplemental Indenture.


 


Section 4.04   Counterparts.


 


The parties may sign any number of copies of this Second Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


 


Section 4.05   Effect
of Headings.


 


The section headings herein are for convenience only and shall not
effect the construction thereof.


 


 


 


 





















 


 


IN WITNESS
WHEREOF, the parties hereto have caused this Second Supplemental Indenture to
be duly executed as of the date first written above.


 


 


	
   

  	
  RITE AID CORPORATION

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Robert B. Sari

  	 

	
   

  	
   

  	
  Name:

  	
  Robert B. Sari

  	 

	
   

  	
   

  	
  Title:

  	
  Executive Vice President, 

  Secretary and General Counsel

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  EACH OF THE SUBSIDIARY GUARANTORS

  	 

	
   

  	
  LISTED ON SCHEDULE I HERETO

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Robert B. Sari

  	 

	
   

  	
   

  	
  Name:

  	
  Robert B. Sari

  
	
   

  	
   

  	
  Title:

  	
  Authorized Person

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  THE BANK OF NEW YORK TRUST

  	 

	
   

  	
  COMPANY,
  N.A., as
  Trustee

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ D.G. Donovan

  	 

	
   

  	
   

  	
  Name:

  	
  D.G. Donovan

  	 

	
   

  	
   

  	
  Title:

  	
  Vice President

  	 




 


 


 


 





















 


 


SCHEDULE
I


 


SUBSIDIARY
GUARANTORS


 


1515 West State Street Boise, Idaho, LLC


Ann & Government Streets- Mobile, Alabama, LLC


Brooks Pharmacy, Inc.


Central Avenue and Main Street-Petal, MS, LLC


Eagle Managed Care Corp.


Eckerd Corporation


EDC Licensing, Inc.


Eighth and Water Streets-Urichsville, Ohio, LLC


Genovese Drug Stores, Inc.


JCG (PJC) USA, LLC


JCG Holdings (USA), Inc.


K&B, Incorporated


Maxi Drug North, Inc.


Maxi Drug South, L.P.


Maxi Drug, Inc.


Munson & Andrews, LLC


Name Rite, L.L.C.


P.J.C. Distribution, Inc.


P.J.C. Realty Co., Inc.


Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC


PJC Dorchester Realty LLC


PJC East Lyme Realty LLC


PJC Haverhill Realty LLC


PJC Hermitage Realty LLC


PJC Hyde Park Realty LLC


PJC Lease Holdings, Inc.


PJC Manchester Realty LLC


PJC Mansfield Realty LLC


PJC New London Realty LLC


PJC Peterborough Realty LLC


PJC Providence Realty LLC


PJC Realty N.E. LLC


PJC Revere Realty LLC


PJC Special Realty Holdings, Inc.


Rite Aid Drug Palace, Inc.


Rite Aid Hdqtrs. Corp.


Rite Aid Hdqtrs. Funding, Inc.


Rite Aid Services, L.L.C.


Rite Aid of Delaware, Inc.


Rite Aid of New York, Inc.


Rite Aid Rome Distribution Center, Inc.


Rite Aid Realty Corp.


Rite Aid Transport, Inc.


Rite Fund, Inc.


Rite Investments Corp.


Rx Choice, Inc.


Silver Springs Road-Baltimore, Maryland/One, LLC


Silver Springs Road-Baltimore, Maryland/Two, LLC


State & Fortification Streets-Jackson, Mississippi, LLC


State Street and Hill Road-Gerard, Ohio, LLC


 


 


 


 





















 


 


The Jean Coutu Group (PJC) USA, Inc.


Thrift Drug Services, Inc.


Thrift Drug, Inc.


Tyler and Sanders Roads, Birmingham-Alabama, LLC


112 Burleigh Avenue Norfolk, LLC


1740 Associates, LLC


3581 Carter Hill Road-Montgomery Corp.


4042 Warrensville Center Road-Warrensville Ohio, Inc.


5277 Associates, Inc.


537 Elm Street Corp.


5600 Superior Properties, Inc.


657-659 Broad St. Corp.


764 South Broadway-Geneva, Ohio, LLC


Apex Drug Stores, Inc.


Broadview and Wallings-Broadview Heights Ohio, Inc.


Eckerd Fleet, Inc.


EDC Drug Stores, Inc.


England Street-Asheland Corporation


Fairground, L.L.C.


GDF, Inc.


Gettysburg and Hoover-Dayton, Ohio, LLC


Harco, Inc.


K&B Alabama Corporation


K&B Louisiana Corporation


K&B Mississippi Corporation


K&B Services, Incorporated


K&B Tennessee Corporation


K&B Texas Corporation


Keystone Centers, Inc.


Lakehurst and Broadway Corporation


Maxi Green, Inc.


Mayfield & Chillicothe Roads-Chesterland, LLC


MC Woonsocket, Inc.


Northline & Dix-Toledo-Southgate, LLC


P.J.C. of West Warwick, Inc.


Patton Drive and Navy Boulevard Property Corporation


PDS-1 Michigan, Inc.


Perry Distributors, Inc.


Perry Drug Stores, Inc.


PJC of Cranston, Inc.


PJC of East Providence, Inc.


PJC of Massachusetts, Inc.


PJC of Rhode Island, Inc.


PJC of Vermont, Inc.


PJC Realty MA, Inc.


RDS Detroit, Inc.


Ram-Utica, Inc.


READ’s Inc.


Rite Aid of Alabama, Inc.


Rite Aid of Connecticut, Inc.


Rite Aid of Florida, Inc.


Rite Aid of Georgia, Inc.


Rite Aid of Illinois, Inc.


Rite Aid of Indiana, Inc.


Rite Aid of Kentucky, Inc.


Rite Aid of Maine, Inc.


 


 


 





















 


 


Rite Aid of Maryland, Inc.


Rite Aid of Massachusetts, Inc.


Rite Aid of Michigan, Inc.


Rite Aid of New Hampshire, Inc.


Rite Aid of New Jersey, Inc.


Rite Aid of North Carolina, Inc.


Rite Aid of Ohio, Inc.


Rite Aid of Pennsylvania, Inc.


Rite Aid of South Carolina, Inc.


Rite Aid of Tennessee, Inc.


Rite Aid of Vermont, Inc.


Rite Aid of Virginia, Inc.


Rite Aid of Washington, D.C., Inc.


Rite Aid of West Virginia, Inc.


Seven Mile and Evergreen-Detroit, LLC


The Lane Drug Company


Thrifty Corporation


Thrifty PayLess, Inc.