Exhibit 99.(b)(1)
November 16, 1995
Rite Aid Corporation
P.O. Box 3165
Harrisburg, PA 17105
Attention: Xx. Xxxxx Xxxxxxxx,
Executive Vice President-
Chief Financial Officer
Ladies and Gentlemen:
We understand that Rite Aid Corporation (the
"Borrower") intends to acquire certain assets (the "Transac-
tion") of Target (the "Seller"). A portion of the financing
for such acquisition would be effected by a syndicated loan
financing. You have requested X.X. Xxxxxx Securities Inc.
("JPMSI"), to arrange financing in the syndicated bank
market the amount of $2,500,000,000 for the Borrower in
connection with the Transaction (the "Proposed Financing").
In response to your request in connection with
the Transaction, please be advised that we are highly confi-
dent that (a) the aggregate amount of the Proposed Financing
can be raised by the Borrower and (b) in the event that the
stockholders of the Borrower do not approve the proposed
issuance of additional common stock of the Borrower contem-
plated in the Transaction, an aggregate amount of up to
$3,000,000,000 can be raised by the Borrower in the xxxxx-
cated bank market. The foregoing is based upon our knowl-
edge and experience in the loan syndication market and
subject to the assumptions set forth below.
Our view is based on and subject to, among other
factors, (i) our consideration of the information the Bor-
rower has supplied to us to date (without any independent
investigation); (ii) the absence of adverse changes in the
relevant markets or in the regulatory environment that in
our judgment is likely to materially and adversely affect
the syndication of the Proposed Financing; it being under-
stood that there can be no assurance that such markets or
regulatory environment will not so change in the future;
(iii) our present understanding of the terms upon which the
Rite Aid Corporation
November 16, 1995
Page 2
Borrower intends to effect the Transaction; (iv) representa-
tions by the Borrower to us of its willingness to cooperate
with us in structuring an appropriate credit facility, in
particular if it should become necessary to raise
$3,000,000,000 in financing; (v) the absence of any domestic
or international event, act or occurrence which materially
disrupts the relevant markets; it being understood that
there can be no assurance that any such disruption will not
occur in the future; (vi) our current understanding of the
proposed capital structure of the Borrower after giving
effect to any financing referred to herein; (vii) the ab-
sence of material adverse changes in the financial condi-
tion, business, assets, results of operations, or prospects
of the Borrower or the Seller and (viii) any necessary
actions by or restrictions of federal, state, or other
governmental agencies or regulatory authorities in connec-
tion with the Transaction.
Please be advised that this letter is not a
commitment to obtain financing for the Transaction and
creates no obligation on our part in connection therewith.
This letter is intended solely for the use of
the Borrower and not any other person and may not be used or
relied upon by, or disclosed, referred to or communicated by
you (in whole or in part) to any third party for any purpose
whatsoever (except to your professional advisors, the Seller
and its professional advisors for their purposes in evaluat-
ing the Borrower's bid and as may otherwise be required by
law in the opinion of your counsel) except with our prior
written permission.
We look forward to working with you on this
transaction.
Sincerely,
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
