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 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


 


Section 3.01   Release of Subsidiary Guarantees.  Upon the
operative date of this Second Supplemental Indenture in accordance with Section 2.01
hereof, each subsidiary shall be fully and unconditionally released from its
guarantee of the Securities, the Indenture and all other obligations (as such
term is defined in the First Supplemental Indenture to the Indenture, dated as
of June 4, 2007).


 


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 the 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.