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Exhibit 4.6
SUPPLEMENTAL INDENTURE
Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of July
30, 2004, by and among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), the Company's subsidiaries listed on
Schedule A hereto (collectively, the "NEW GUARANTORS"), the Company's
subsidiaries listed on Schedule B hereto (collectively the "EXISTING
GUARANTORS") and Wells Fargo Bank, N.A., a national banking association, as
trustee under the Indenture referred to below (the "TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company, the Existing Guarantors and the Trustee are parties
to an indenture (the "INDENTURE"), dated as of July 30, 2004 providing for the
issuance of 8.500% Senior Subordinated Securities due 2014 (the "SECURITIES");
WHEREAS, the Indenture provides that, without the consent of any Holders,
the Company and the Exiting Guarantors, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into indentures
supplemental thereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for the purpose of
adding a Guarantor;
WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to
the Indenture;
WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors,
the New Guarantors and the Trustee have agreed to enter into this Supplemental
Indenture for the purposes stated herein; and
WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Company, the Existing Guarantors,
and each New Guarantor, the legal, valid and binding agreement of the Company,
the Existing Guarantors, and each New Guarantor, in accordance with its terms.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each New Guarantor, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
2. GUARANTEE. Each New Guarantor hereby agrees to guarantee the Indenture and
the Securities related thereto pursuant to the terms and conditions of
Article Fourteen of the Indenture, such Article Fourteen being incorporated
by reference herein as if set forth at
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length herein (each such guarantee, a "GUARANTEE") and such New Guarantor
agrees to be bound as a Guarantor under the Indenture as if it had been an
initial signatory thereto.
3. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR STOCKHOLDERS. No
director, officer, employee, member or stockholder of any New Guarantor, as
such, will have any liability for any obligations of the Company, the New
Guarantors or the Existing Guarantors under the Securities, the Indenture,
the Guarantees, or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Securities by accepting
a Security waives and releases the Company and each New Guarantor from all
such liability. The waiver and release are part of the consideration for
issuance of the Securities.
4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
5. 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.
6. EFFECT OF HEADINGS. The section headings herein are for convenience only
and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of
which recitals are made solely by the Company, the New Guarantors and the
Existing Guarantors.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed and attested, all as of the date first above written.
Dated: July 30, 2004
THE JEAN COUTU GROUP (PJC) INC.
By: /s/ Francois Jean Coutu
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Francois Jean Coutu, as President
and Chief Executive Officer
BROOKS PHARMACY, INC.
JCG HOLDINGS (USA), INC.
JEAN COUTU ACQUISITION ONE, INC.
JEAN COUTU ACQUISITION TWO, INC.
JEAN COUTU ACQUISITION THREE, INC.
MAXI DRUG NORTH, INC.
MAXI DRUG, INC.
MAXI GREEN INC.
MC WOONSOCKET, INC.
P.J.C. DISTRIBUTION, INC.
P.J.C. OF VERMONT INC.
P.J.C. REALTY CO., INC.
PJC LEASE HOLDINGS, INC.
PJC OF CRANSTON, INC.
PJC OF EAST PROVIDENCE, INC.
PJC OF MASSACHUSETTS, INC.
PJC OF RHODE ISLAND, INC.
PJC OF WEST WARWICK, INC.
PJC REALTY MA, INC.
PJC SPECIAL REALTY HOLDINGS, INC.
THE JEAN COUTU GROUP (PJC) USA, INC.
By: /s/ Michel Coutu
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Michel Coutu, as President of each
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PJC ARLINGTON REALTY LLC
PJC DORCHESTER REALTY LLC
PJC ESSEX REALTY LLC
PJC HAVERHILL 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 PROVIDENCE REALTY LLC
PJC REVERE REALTY LLC
By: PJC SPECIAL REALTY HOLDINGS, INC., a
Delaware corporation, as Sole Member of each
By: /s/ Michel Coutu
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Michel Coutu, as President
MAXI DRUG SOUTH, L.P.
By: MAXI DRUG, INC., a Delaware corporation,
its General Partner
By: /s/ Michel Coutu
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Michel Coutu, as President
PJC REALTY N.E. LLC
JEAN COUTU GROUP HOLDINGS (USA),
LLC
By: THE JEAN COUTU GROUP (PJC) USA,
INC., a Delaware corporation, its Sole Member
By: /s/ Michel Coutu
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Michel Coutu, as President
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3090671 NOVA SCOTIA COMPANY
3090672 NOVA SCOTIA COMPANY
CENTRE D'INFORMATION RX LTEE./
RX INFORMATION CENTRE LTD.
PATERSON'S PHARMACIES LIMITED
SERVICES SECURIVOL INC.
By: /s/ Andre Belzile
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Andre Belzile, as Authorized Signatory
ECKERD CORPORATION
ECKERD FLEET, INC.
EDC DRUG STORES, INC.
EDC LICENSING, INC.
GENOVESE DRUG STORES, INC.
THRIFT DRUG, INC.
THRIFT DRUG SERVICES, INC.
By: /s/ Michel Coutu
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Michel Coutu, as President of each
WELLS FARGO BANK, N.A, as Trustee
By: [signed]
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Authorized Signatory