EXHIBIT 4.3
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 27, 1997
ECKERD CORPORATION
TO
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION
Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of February 27,1997, between
ECKERD CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware and the surviving corporation of the merger of Eckerd
Corporation, a Delaware corporation ("Old Eckerd"), with and into Omega
Acquisition Corporation (the "Company") and STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION (the "Trustee").
W I T N E S S E T H:
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WHEREAS, Old Eckerd and the Trustee are parties to an Indenture, dated as
of November 1, 1993 (the "Indenture"), pursuant to which Eckerd has issued its
9-1/4% Senior Subordinated Notes Due 2004 (the "Securities");
WHEREAS, on the date hereof Old Eckerd was merged with and into the Company
(the Merger") and the Company changed its name to "Eckerd Corporation";
WHEREAS, the Company and the Trustee desire to enter into this Supplemental
Indenture pursuant to Section 901(1) of the Indenture.
NOW, THEREFORE, the Company and the Trustee agree as follows:
SECTION 1 ASSUMPTION OF PAYMENT, PERFORMANCE AND OBSERVANCE. The Company
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expressly confirms that it hereby assumes the due and punctual payment of the
principal of, premium, if any, and interest on all of the Securities, according
to their tenor, and the due and punctual performance and observance of every
covenant and condition of the Indenture to be performed or observed by Old
Eckerd thereunder.
SECTION 2 SUCCESSION. As of the date of this First Supplemental Indenture,
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the Company succeeds to and is substituted for Old Eckerd as the "Company" under
the Indenture, with the same effect as if the Company had been an original party
to the Indenture.
SECTION 3 REPRESENTATIONS. The Company hereby represents and warrants to
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the Trustee, as follows:
(i) The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware; and
2
(ii) Immediately prior to and immediately after the Merger, no Default
or Event of Default occurred and was or is continuing.
SECTION 4 DEFINITIONS. All of the terms used in this First Supplemental
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Indenture and not otherwise defined herein shall have the meanings specified in
the Indenture.
SECTION 5 GOVERNING LAW. This First Supplemental Indenture shall be
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construed in accordance with and governed by the laws of the State of New York.
SECTION 6 COUNTERPARTS. This First Supplemental Indenture may be executed
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in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
SECTION 7 PART OF INDENTURE. This First Supplemental Indenture is executed
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by the Company and the Trustee pursuant to Section 901(1) of the Indenture and
shall be deemed to be a part of the Indenture for all purposes.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and acknowledged, all as of the day and year first
above written.
ECKERD CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President/
Administration
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
