Exhibit 4.12


 






 


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.,


 


as
Trustee


 


to
the


 


INDENTURE


 


dated
as of February 21, 2007


 


between


 


RITE AID CORPORATION


 


and


 


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


 


as
Trustee


 






 


7.5% SENIOR SECURED NOTES DUE 2017


 

















 


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. (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Company
has heretofore executed and delivered an indenture  (the “Indenture”), dated as of February 21,
2007, between the Company and the Trustee, pursuant to which the Company has
issued its 7.5% Senior Secured Notes due 2017 (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 


 


3

















 


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


 


4

















 


(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.


 


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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.