SUPPLEMENTAL INDENTURE
Exhibit 4.12
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 19, 2022, among Juniper Rx, LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), a subsidiary of Rite Aid Corporation (or its successor), a Delaware corporation (the “Company”), the Company on behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) under the indenture referred to below, and The Bank of New York Mellon Trust Company, N.A., a banking association organized under the laws of the United States of America, as trustee (in such capacity, “Trustee”) and as notes collateral agent (in such capacity, “Notes Collateral Agent”) under the indenture referred to below.
W I T N E S S E T H :
WHEREAS the Company and the Existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of February 5, 2020, as amended on August 27, 2021 and March 31, 2022, providing for the issuance of an unlimited aggregate principal amount of 7.500% Senior Secured Notes due 2025 (the “Securities”);
WHEREAS Section 4.09 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
JUNIPER RX, LLC
By: /s/ Xxxx Xxxxxxx
Name:Xxxx Xxxxxxx
Title:Vice President and Assistant Secretary
RITE AID CORPORATION, on behalf of itself and the existing subsidiary guarantors
By: /s/ Xxxx Xxxxxxx
Name:Xxxx Xxxxxxx
Title:Executive Vice President, Chief Legal
Officer and Secretary
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee
By: /s/ Xxxxxxx Xxxxxxxx
Name:Xxxxxxx Xxxxxxxx
Title:Vice President
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as notes collateral agent,
By: /s/ Xxxxxxx Xxxxxxxx
Name:Xxxxxxx Xxxxxxxx
Title:Vice President
