Exhibit 4.13




 





 


SECOND SUPPLEMENTAL INDENTURE


 


dated as of July 9, 2008


 


between


 


RITE AID CORPORATION,


 


THE SUBSIDIARY GUARANTORS NAMED HERETO


 


and


 


THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,


 


successor to BNY Midwest Trust Company


 


as Trustee


 


to the


 


INDENTURE


 


dated as of February 21, 2007


 


between,


 


RITE AID CORPORATION,


 


THE SUBSIDIARY GUARANTORS NAMED THEREIN


 


and


 


THE BANK OF NEW YORK TRUST
COMPANY, N.A.


 


as Trustee




 





 


7.5% SENIOR SECURED NOTES DUE 2017


 

















 


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 (as amended, the “Indenture”),
between the Company, each of the Subsidiary Guarantors and the Trustee,
pursuant to which the Company has issued its 7.5% Senior Secured Notes due 2017
(the “Notes”) and the Subsidiary Guarantors have provided subsidiary
guarantees (the Notes together with the subsidiary guarantees, the “Securities”);


 


WHEREAS, Section 9.01(a) of the Indenture
provides that without the consent of any Holders, the Company, when authorized
by a Board Resolution, the Subsidiary Guarantors and the Trustee may amend this
Indenture or the Securities and, subject to any other consent required under
the terms of the applicable Second Priority Collateral Documents, the Second
Priority Collateral Documents, in each case without notice to cure any
ambiguity, omission, defect or inconsistency;


 


WHEREAS, “Subsidiary Guarantor” is defined in the
Indenture to mean a party to the Second Priority Subsidiary Guarantee Agreement
as of the Issue Date and any other Person that Guarantees the Securities pursuant
to the Indenture;


 


WHEREAS, PJC Essex Realty LLC, PJC Norwich Realty
LLC and PJC Peterborough Realty II LLC are not a party to the Second Priority
Subsidiary Guarantee Agreement and were included in error on Schedule I to the
Indenture;


 


WHEREAS, the Company desires to amend the Indenture to
correct this error by replacing Schedule I of the Indenture with the corrected
Schedule I attached hereto;


 


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;


 


WHEREAS, the Company has heretofore delivered or is
delivering contemporaneously herewith to the Trustee (i) an Officers’
Certificate and (ii) an Opinion of Counsel, in accordance with Sections
9.01, 10.04 and 10.05 of the Indenture; and


 


WHEREAS, all conditions necessary to authorize the
execution and delivery of this Second Supplemental Indenture and to make this Second
Supplemental Indenture valid and binding have been complied with or have been
done or performed.


 


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          General. 
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           Amendment to the Indenture. The Indenture is hereby amended by
replacing Schedule I of the First Supplemental Indenture with the corrected
Schedule I attached hereto.


 


Section 2.02           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.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.01           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)           This Second Supplemental Indenture shall become
effective upon its execution and delivery by the Company, the Subsidiary
Guarantors and the Trustee.


 


(iii)          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.


 


Section 3.02           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 3.03           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 3.04           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.


 


2

















 


Section 3.05           Effect of Headings.


 


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


 


3

















 


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 MELLON TRUST

  
	
   

  	
  COMPANY,
  N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D.G.
  Donovan

  
	
   

  	
   

  	
  Name:

  	
  D.G. Donovan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


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SCHEDULE
I


 


	
  1515 West State Street Boise, Idaho, LLC

  
	
  Ann & Government Streets–Mobile,
  Alabama, LLC

  
	
  Central Avenue & Main Street
  Petal-MS, LLC

  
	
  Eighth and Water Streets–Urichsville, Ohio,
  LLC

  
	
  Munson & Andrews, LLC

  
	
  Name Rite, L.L.C.

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

  
	
  Rite Aid Services, L.L.C.

  
	
  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

  
	
  Tyler and Sanders Roads, Birmingham–Alabama,
  LLC

  
	
  1740 Associates, LLC

  
	
  Northline & Dix–Toledo–Southgate,
  LLC

  
	
  Seven Mile and Evergreen–Detroit, LLC

  
	
  764 South Broadway–Geneva, Ohio, LLC

  
	
  Gettysburg and Hoover–Dayton, Ohio, LLC

  
	
  Mayfield & Chillicothe Roads–Chesterland,
  LLC

  
	
  112 Burleigh Avenue Norfolk, LLC

  
	
  Fairground, L.L.C.

  
	
  3581 Carter Hill Road–Montgomery Corp.

  
	
  Harco, Inc.

  
	
  K&B Alabama
  Corporation

  
	
  Rite Aid of Alabama, Inc.

  
	
  Thrifty Corporation

  
	
  Thrifty PayLess, Inc.

  
	
  Rite Aid of Connecticut, Inc.

  
	
  Eagle Managed Care Corp.

  
	
  K&B, Incorporated

  
	
  Rite Aid Corporation

  
	
  Rite Aid Drug Palace, Inc.

  
	
  Rite Aid Hdqtrs. Corp.

  
	
  Rite Aid Hdqtrs. Funding, Inc.

  
	
  Rite Aid of Delaware, Inc.

  
	
  Rite Aid Transport, Inc.

  
	
  Rite Fund, Inc.

  
	
  Rite Investments Corp.

  
	
  Rx Choice, Inc.

  
	
  Rite Aid Realty Corp.

  
	
  Patton Drive and Navy Boulevard Property
  Corporation

  
	
  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.

  
	
  K&B Louisiana Corporation

  
	
  K&B Services, Incorporated

  
	
  Rite Aid of Maine, Inc.

  
	
  Rite Aid of Massachusetts, Inc.

  
	
  GDF, Inc.

  
	
  READ’s Inc.

  
	
  Rite Aid of Maryland, Inc.

  
	
  Apex Drug Stores, Inc.

  



 


5

















 


	
  PDS-1 Michigan, Inc.

  
	
  Perry Distributors, Inc.

  
	
  Perry Drug Stores, Inc.

  
	
  Ram–Utica, Inc.

  
	
  RDS
  Detroit, Inc.

  
	
  Rite Aid of Michigan, Inc.

  
	
  K&B Mississippi Corporation

  
	
  Rite Aid of New Hampshire, Inc.

  
	
  657–659 Broad St. Corp.

  
	
  Lakehurst and Broadway Corporation

  
	
  Rite Aid of New Jersey, Inc.

  
	
  Rite Aid of New York, Inc.

  
	
  Rite Aid Rome Distribution
  Center, Inc.

  
	
  Rite Aid of North Carolina, Inc.

  
	
  4042 Warrensville Center Road–Warrensville
  Ohio, Inc.

  
	
  5600 Superior Properties, Inc.

  
	
  Broadview and Wallings–Broadview Heights
  Ohio, Inc.

  
	
  Rite Aid of Ohio, Inc.

  
	
  The Lane Drug Company

  
	
  Keystone Centers, Inc.

  
	
  Rite Aid of Pennsylvania, Inc.

  
	
  537 Elm Street Corporation

  
	
  Rite Aid of South Carolina, Inc.

  
	
  K&B Tennessee Corporation

  
	
  Rite Aid of Tennessee, Inc.

  
	
  K&B Texas Corporation

  
	
  Rite Aid of Vermont, Inc.

  
	
  England Street–Asheland Corporation

  
	
  Rite Aid of Virginia, Inc.

  
	
  5277 Associates, Inc.

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

  
	
  Rite Aid of
  West Virginia, Inc.

  
	
  JCG (PJC)
  USA, LLC

  
	
  Jean Coutu
  Group Holdings (USA), LLC

  
	
  PJC
  Dorchester Realty LLC

  
	
  PJC East
  Lyme Realty LLC

  
	
  PJC
  Haverhill Realty LLC

  
	
  PJC
  Hermitage Realty LLC

  
	
  PJC Hyde
  Park Realty LLC

  
	
  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

  
	
  Maxi Drug
  South, L.P.

  
	
  Brooks
  Pharmacy, Inc.

  
	
  Eckerd
  Corporation

  
	
  EDC
  Licensing, Inc.

  
	
  Genovese
  Drug Stores, Inc.

  
	
  JCG Holdings
  (USA), Inc.

  
	
  Maxi Drug
  North, Inc.

  
	
  Maxi
  Drug, Inc.

  
	
  P.J.C.
  Distribution, Inc.

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

  



 


6

















 


	
  PJC Lease
  Holdings, Inc.

  
	
  PJC Special
  Realty Holdings, Inc.

  
	
  The Jean
  Coutu Group (PJC) USA, Inc.

  
	
  Thrift Drug
  Services, Inc.

  
	
  Thrift
  Drug, Inc.

  
	
  Eckerd
  Fleet, Inc.

  
	
  PJC of
  Massachusetts, Inc.

  
	
  PJC Realty
  MA, Inc.

  
	
  EDC Drug
  Stores, Inc.

  
	
  MC
  Woonsocket, Inc.

  
	
  PJC of
  Cranston, Inc.

  
	
  PJC of East
  Providence, Inc.

  
	
  PJC of Rhode
  Island, Inc.

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

  
	
  Maxi Green
  Inc.

  
	
  PJC of
  Vermont, Inc.

  



 


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