Exhibit 4.6


 






 


SUPPLEMENTAL INDENTURE


 


dated
as of June 4, 2007


 


between


 


RITE AID CORPORATION,


 


THE SUBSIDIARIES NAMED HEREIN


 


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


 


and


 


BNY MIDWEST TRUST COMPANY


 


as
Trustee


 






 


8.125% SENIOR SECURED NOTES DUE 2010


 

















 


THIS
SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”),
dated as of June 4, 2007, among Rite Aid Corporation, a Delaware
corporation (the “Company”), each of the subsidiaries of the Company
listed on Schedule I hereto (each such subsidiary individually, a “Subsidiary”
and collectively, the “Subsidiaries”) and The Bank of New York Trust
Company, N.A., as successor to BNY Midwest Trust Company, the trustee under the
Indenture referred to below (the “Trustee”).


 


WITNESSETH


 


WHEREAS,
the Company has heretofore executed and delivered an indenture  (the “Indenture”), dated as of April 22,
2003, between the Company and the Trustee, pursuant to which the Company has
issued its 8.125% Senior Secured Notes due 2010 (collectively, the “Securities”);


 


WHEREAS,
each of the Subsidiaries wishes to Guarantee the obligations of the Company
under the Indenture and the Securities on the terms set forth herein and, in
accordance with Section 4.09 of the Indenture, execute and deliver this
Supplemental Indenture providing for such Guarantee;


 


WHEREAS,
Section 9.01 of the Indenture provides that the Company and the Trustee
may amend the Indenture or the Securities without notice to or consent of any
Holder of the Securities to add Guarantees with respect to the Securities; and


 


WHEREAS,
the respective Boards of Directors, Managers or Partners of the Company and
each of the Subsidiaries, as applicable, have authorized and approved the
execution and delivery of this 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 Subsidiaries and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders as follows:


 


ARTICLE 1


 


CAPITALIZED TERMS


 


Section 1.01           Capitalized
Terms.


 


Capitalized
terms used herein but not defined shall have the meanings assigned to them in
the Indenture.


 

















 


ARTICLE 2


 


GUARANTEE OF THE SECURITIES


 


Section 2.01           Guarantee.


 


Subject to the
provisions of this Article 2, each Subsidiary hereby unconditionally
guarantees, jointly and severally, on a senior, unsubordinated basis, to each
Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment of principal of and interest on the Securities when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under the Indenture, this Supplemental
Indenture and the Securities and (b) the full and punctual performance
within applicable grace periods of all other obligations of the Company under
the Indenture, this Supplemental Indenture and the Securities (all the
foregoing being hereinafter collectively called the “Obligations”).  Each Subsidiary further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Subsidiary, and that such Subsidiary will remain bound
under this Article 2 notwithstanding any extension or renewal of any
Obligation.


 


Any term or
provision of this Supplemental Indenture to the contrary notwithstanding, the
maximum aggregate amount of the obligations guaranteed hereunder by any
Subsidiary shall not exceed the maximum amount that can be hereby guaranteed
without rendering the Indenture and this Supplemental Indenture, as they relate
to such Subsidiary, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.


 


Each
Subsidiary waives presentation to, demand of, payment from and protest to the
Company of any of the Obligations and also waives notice of protest for
nonpayment.  Each Subsidiary waives
notice of any default under the Securities or the Obligations.  The obligations of each Subsidiary hereunder
shall not be affected by (a) the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any right or remedy against the
Company or any other Person under the Indenture, this Supplemental Indenture,
the Securities or any other agreement or otherwise; (b) any extension or
renewal of any thereof; (c) any rescission, waiver, amendment or modification
of any of the terms or provisions of the Indenture, this Supplemental
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
or (e) the failure of any Holder or the Trustee to exercise any right or
remedy against any other guarantor of the Obligations. Each Subsidiary further
agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment,
performance and compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any Holder or the Trustee
to any security held for payment of the Obligations.


 


Except as
expressly set forth in Section 8.01(b) of the Indenture and 2.06 of
this Supplemental Indenture, the obligations of each Subsidiary hereunder shall
not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality
or


 


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unenforceability
of the Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of each Subsidiary
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under the Indenture, this Supplemental Indenture, the Securities or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the obligations,
or by any other act or thing or omission or delay to do any other act or thing
which may or might in any manner or to any extent vary the risk of such
Subsidiary or would otherwise operate as a discharge of such Subsidiary as a
matter of law or equity.


 


Each
Subsidiary further agrees that its Subsidiary Guarantee herein shall continue
to be effective or be reinstated, as the case may be, if at any time payment,
or any part thereof, of principal of or interest on any Obligation is rescinded
or must otherwise be restored by any Holder or the Trustee upon the bankruptcy
or reorganization of the Company or otherwise.


 


In furtherance
of the foregoing and not in limitation of any other right which any Holder or
the Trustee has at law or in equity against any Subsidiary by virtue hereof,
upon the failure of the Company to pay the principal of or interest on any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any
other Obligation, each Subsidiary hereby promises to and will, upon receipt of
written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to
the Holders or the Trustee an amount equal to the sum of (i) the unpaid
amount of such Obligations, (ii) accrued and unpaid interest on such
Obligations (but only to the extent not prohibited by law) and (iii) all
other monetary Obligations of the Company to the Holders and the Trustee.


 


Each
Subsidiary agrees that it shall not be entitled to any right of subrogation in
respect of any Obligations guaranteed hereby until payment in full in cash of
all Obligations.  Each Subsidiary further
agrees that, as between it, on the one hand, and the Holders and the Trustee,
on the other hand, (x) the maturity of the Obligations guaranteed hereby
may be accelerated as provided in Article VI of the Indenture for the
purposes of such Subsidiary’s Subsidiary Guarantee herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect
of the Obligations guaranteed hereby, and (y) in the event of any
declaration of acceleration of such Obligations as provided in Article VI
of the Indenture, such Obligations (whether or not due and payable) shall
forthwith become due and payable by such Subsidiary for the purposes of this
Section.


 


Each
Subsidiary also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing
any rights under this Section 2.01.


 


Section 2.02           Contribution.


 


Each of the
Company and any Subsidiary (a “Contributing Party”) agrees that, in the
event a payment shall be made by any other Subsidiary under any Subsidiary
Guarantee (the “Claiming Guarantor”), the Contributing Party shall
indemnify the Claiming Guarantor in an amount equal to the amount of such
payment multiplied by a fraction, the numerator of which shall be the net worth
of the Contributing Party on the date hereof and the denominator of which 


 


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shall be the
aggregate net worth of the Company and all the Subsidiaries on the date of this
Supplemental Indenture.


 


Section 2.03           Successors and Assigns.


 


This Article 2
shall be binding upon each Subsidiary and its successors and assigns and shall
inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in the
Indenture, this Supplemental Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of the Indenture and this Supplemental
Indenture.


 


Section 2.04           No Waiver.


 


Neither a
failure nor a delay on the part of either the Trustee or the Holders in
exercising any right, power or privilege under this Article 2 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and not
exclusive of any other rights, remedies or benefits which either may have under
this Article 2 at law, in equity, by statute or otherwise.


 


Section 2.05           Modification.


 


No
modification, amendment or waiver of any provision of this Article 2, nor
the consent to any departure by any Subsidiary therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given.  No
notice to or demand on any Subsidiary in any case shall entitle such Subsidiary
to any other or further notice or demand in the same, similar or other
circumstances.


 


Section 2.06           Release of Subsidiary.


 


A Subsidiary
shall be released from all of its obligations under its Guarantee hereunder:


 


(i)            upon the sale
(including any sale pursuant to any exercise of remedies by a holder of
indebtedness of the Company or of such Subsidiary), transfer or other
disposition (including by way of consolidation or merger) of all the Capital
Stock of such Subsidiary; or


 


(ii)           upon request of the
Company without consent of any Holder unless, within 20 Business Days after
written notice of the proposed release of such Subsidiary is mailed to the
Trustee and the Holders, Holders of 25% of the outstanding principal amount of
Securities deliver to the Company a written objection to such release; or


 


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(iii)          with the written
consent of the Holders of at least a majority of the aggregate principal amount
of the Securities then outstanding; or


 


(iv)          upon defeasance of
the Securities pursuant to Article VIII of the Indenture; or


 


(v)           upon the full
satisfaction of the Company’s obligations under the Indenture pursuant to Section 8.01(a) of
the Indenture or otherwise in accordance with the terms of the Indenture;


 


(vi)          in the event such
Guarantee would no longer be required pursuant to Section 4.09 of the
Indenture; or


 


(vii)         upon such Subsidiary
becoming party to the Second Priority Collateral Documents;


 


provided,
however, that in the case of clause (i) above, (a) such sale or other
disposition is made to a Person other than the Company or a Subsidiary of the
Company, (b) such sale, transfer or other disposition is otherwise
permitted by the Indenture and this Supplemental Indenture and (c) the
Company provides an Officers’ Certificate to the Trustee to the effect that the
Company will comply with its obligations under Section 4.06 of the
Indenture.


 


At the request
of the Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.


 


ARTICLE 3


 


MISCELLANEOUS


 


Section 3.01           Ratification of Indenture;
Supplemental Indenture Part of Indenture.


 


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 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 Supplemental Indenture, then the terms and conditions of this
Supplemental Indenture shall prevail.


 


Section 3.02           Governing Law.


 


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


 


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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 Subsidiaries 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
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 Supplemental
Indenture.


 


Section 3.04           Counterparts.


 


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


 


Section 3.05           Effect of Headings.


 


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


 


[The remainder of this page is intentionally left blank]


 


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


 


	
   

  	
  RITE AID CORPORATION,
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Twomey

  
	
   

  	
   

  	
  Name:

  	
  Kevin Twomey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EACH OF THE SUBSIDIARIES

  
	
   

  	
  LISTED ON SCHEDULE I HERETO,
  as

  
	
   

  	
  Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert B. Sari

  
	
   

  	
   

  	
  Name:

  	
  Robert B. Sari

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  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


 


SUBSIDIARIES


 


	
  JCG (PJC)
  USA, LLC

  
	
  Jean Coutu
  Group Holdings (USA), LLC

  
	
  PJC
  Dorchester Realty LLC

  
	
  PJC East
  Lyme Realty LLC

  
	
  PJC Essex
  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 Norwich
  Realty LLC

  
	
  PJC
  Peterborough Realty LLC

  
	
  PJC
  Peterborough Realty II 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.

  
	
  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.