Exhibit 4.21
AMENDMENT NO. 2
Dated as of June 22, 1998
to
MASTER LEASE AND SECURITY AGREEMENT
between
Rite Aid Realty Corp.
and
Sumitomo Bank Leasing and Finance, Inc.
Amendment No. 2, dated as of June 22, 1998 ("Amendment No. 2"),
between Sumitomo Bank Leasing and Finance, Inc., a Delaware corporation, as
lessor ("Lessor"), and Rite Aid Realty Corp., a Delaware corporation, as
lessee ("Lessee"), amending the Lease referred to below.
WHEREAS, Lessor and Lessee have heretofore entered into a Master
Lease and Security Agreement, dated as of May 30, 1997, as amended by
Amendment No. 1 to Master Lease and Security Agreement, dated as of March
11, 1998 (as so amended, the "Lease"); and
WHEREAS, Lessor and Lessee wish to amend the Lease as hereinafter
provided;
NOW, THEREFORE, Lessor and Lessee hereby agree as follows:
1. Article XXXII of the Lease is hereby amended to add a new
Section 32.4 reading in its entirety as follows:
32.4. Recordation of Mortgages on Certain Properties
and Security Interests in Certain Leased Assets. If a
Trigger Event (as defined below) shall occur, and if the Lessor
shall thereafter elect to record a mortgage on any Property
located in the state of Maryland or file UCC Financing Statements
with respect to any fixtures or Equipment and Systems located in
the state of Maryland, then the Lessor shall promptly notify the
Lessee thereof, whereupon the Lessee shall promptly, and in any
event not later than (i) ten (10) Business Days after receipt of
such notice or (ii) the date on which such recording or filing is
to be made, whichever is later, pay to Lessor all recording taxes
and fees payable in connection with such recording or filing,
provided, that the Lessee shall not be required to pay such
amounts if such Trigger Event is not continuing on the date of
such recording or filing. As used herein, "Trigger Event" means
(i) the occurrence and continuance of an Event of Default or (ii)
neither Standard & Poor's Rating Services nor Xxxxx'x Investor's
Services, Inc. rates the Guarantor's long-term senior unsecured
debt at least BBB- or Baa3, respectively.
2. Appendix 1 to the Lease, consisting of Definitions, is
amended by adding the following phrase to the end of subsection (d) of the
definition of "Transaction Expenses" after the term "Operative Documents"
and before the semicolon immediately following such term: ", except for
mortgages recorded, and UCC Financing Statements filed, in the state of
Maryland other than pursuant to Section 32.4 of the Lease.
3. Annex 1 to the Lease, consisting of the Description of
Initial Leased Assets, is amended to read in its entirety as set forth in
Annex 1 to this Amendment No. 2.
4. In connection with the execution and delivery of this
Amendment No. 2, the parties hereby acknowledge and agree that (a) the
California warehouse currently leased under the Lease pursuant to Lease
Supplement No. 4 thereto shall be purchased from the Lessor by RAC Leasing
LLC and leased to the Lessee pursuant to a Master Lease and Security
Agreement between RAC Leasing LLC, as lessor and Lessee, dated as of March
19, 1998 and (b) Lease Supplement No. 4 is hereby terminated and of no
further force or effect.
5. Lessee hereby represents and warrants that each of the
representations and warranties made in Section 6.2 of the Lease is true and
correct on the date hereof with the same force and effect as though made on
and as of such date, except to the extent that such representations and
warranties expressly relate to an earlier date, and that no Default or
Event of Default has occurred and is continuing.
6. This Amendment No. 2 may be executed in several
counterparts, each of which when executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute
but one and the same Amendment No. 1.
7. THIS AMENDMENT NO. 2 SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
8. Except as herein provided, all provisions, terms and
conditions of the Lease shall remain in full force and effect. As amended
hereby, the Lease is ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed as of the date first above written.
SUMITOMO BANK LEASING AND
FINANCE, INC.
By: ______________________________
RITE AID REALTY CORP.
By: ______________________________
