EXHIBIT 4.1
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RITE AID CORPORATION
and
U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee
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SUPPLEMENTAL INDENTURE
Dated as of February 3, 2000
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To
The Indenture Dated as of August 1, 1993
Between Rite Aid Corporation
and
Xxxxxx Guaranty Trust Company of New York, as Trustee,
Relating to 6.70% Notes due 2001, 7.125% Notes due 2007,
7.70% Notes due 2027, 7.625% Senior Notes due 2005
and 6.875% Senior Debentures due 2013
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SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is
dated as of February 3, 2000, between Rite Aid Corporation, a Delaware
corporation (the "Company"), and U.S. Bank Trust National Association, a
national banking association (the "Trustee"), as successor to Xxxxxx
Guaranty Trust Company of New York, a New York corporation ("Xxxxxx
Guaranty").
WHEREAS, the Company has issued its 6.70% Notes due 2001, 7.125%
Notes due 2007, 7.70% Notes due 2027, 7.625% Senior Notes due 2005
and 6.875% Senior Debentures due 2013 (collectively, the "Notes"), pursuant
to an Indenture between the Company and Xxxxxx Guaranty, dated as of August
1, 1993 (the "Indenture"); and
WHEREAS, Section 9.2 of the Indenture provides that, with the
required consent of the Holders, the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may amend certain
provisions of the Indenture and enter into a supplemental indenture to
evidence such amendment; and
WHEREAS, on January 7, 2000, the Executive Committee of the Board
of Directors of the Company authorized and approved the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, as required by Section 9.2 of the Indenture, the Company
has received the required consent from the Holders to the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, Section 9.4 of the Indenture provides, among other
things, that a supplemental indenture shall form a part of the Indenture
for all purposes and that all the Holders shall be bound thereby.
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1. Amendments to the Indenture.
(a) Section 7.4 of the Indenture is hereby amended and
restated in its entirety as follows:
The Company shall:
(1) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe)
which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information,
documents or reports pursuant to either of said Sections, then it
shall file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and
registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations; provided, however,
that the Company shall file copies of the Quarterly Report on Form
10-Q for the fiscal quarter ended November 27, 1999 and the Annual
Report on Form 10-K of the fiscal year ended February 26, 2000 with
the Trustee within 15 days of the date such reports are actually
filed with the Commission, such filings with the Commission to occur
no later than July 11, 2000;
(2) file with the Trustee and the Commission, in
accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions
and covenants of this Indenture as may be required from time to time
by such rules and regulations; and
(3) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, within 30 days after the
filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to
paragraphs (1) and (2) of this Section as may be required by rules
and regulations prescribed from time to time by the Commission;
provided, however, that the Company shall mail to Holders summaries
of the Quarterly Report on Form 10-Q for the fiscal quarter ended
November 27, 1999 and the Annual Report on Form 10-K for the fiscal
year ended February 26, 2000 within 30 days of the date such reports
are actually filed with the Trustee, such filings with the Trustee to
occur no later than July 26, 2000.
Section 2. Effect of Supplemental Indenture. Upon the
execution and delivery of this Supplemental Indenture by the Company and
the Trustee, the Indenture shall be supplemented in accordance herewith,
and this Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
Section 3. Indenture Remains in Full Force and Effect. Except
as supplemented hereby, all provisions in the Indenture shall remain in
full force and effect.
Section 4. Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this
Supplemental Indenture shall henceforth be read and construed together.
Section 5. Conflict with Trust Indenture Act. If any provision
of this Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act of 1939, as amended (the "TIA") that
is required under the TIA to be part of and govern any provision of this
Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the provision of
the TIA shall be deemed to apply to the Indenture as so modified or to be
excluded by this Supplemental Indenture, as the case may be.
Section 6. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
Section 7. Terms Defined in the Indenture. All capitalized
terms not otherwise defined herein shall have the meanings ascribed to
them in the Indenture.
Section 8. Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.
Section 9. Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 10. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.
Section 11. Certain Duties and Responsibilities of the
Trustee. In entering into this Supplemental Indenture, the Trustee shall
be entitled to the benefit of every provision of the Indenture relating to
the conduct or affecting the liability or affording protection to the
Trustee, whether or not elsewhere herein so provided.
Section 12. Governing Law. This Supplemental Agreement shall
be construed and interpreted in accordance with the laws of the State of
New York, without regard to conflicts of law principles.
Section 13. Counterpart Originals. 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
and year first above written.
RITE AID CORPORATION
(SEAL)
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Senior Executive Vice-President
Attest:
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Executive
Vice-President
and Secretary
U.S. BANK TRUST NATIONAL ASSOCIATION
(SEAL)
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice-President
Attest:
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice-President
