EXECUTION COPY
WAIVER NO. 1 TO
TERM LOAN AGREEMENT
WAIVER dated as of January 11, 2000 to the Term Loan Agreement dated
as of October 27, 1999 (the "CREDIT AGREEMENT") among RITE AID CORPORATION
(the "BORROWER"), the BANKS party thereto (the "Banks") and XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, as Administrative Agent (the "ADMINISTRATIVE
AGENT").
W I T N E S S E T H :
The parties hereto agree as follows:
SECTION 1. Defined Terms; References. (a) Unless otherwise
specifically defined herein, each term used herein which is defined in the
Credit Agreement has the meaning assigned to such term in the Credit
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby"
and each other similar reference and each reference to "this Agreement" and
each other similar reference contained in the Credit Agreement shall, after
this Waiver becomes effective, refer to the Credit Agreement as amended
hereby.
(b) The following additional term, as used herein, has the
following meaning:
"PUBLIC DEBT" means debt securities of the Borrower issued pursuant
to an indenture qualified under (or in form suitable for qualification
under) the Trust Indenture Act of 1939, as amended.
SECTION 2. Limited Waiver. At the request of the Borrower, the Banks
hereby waive (a) any Default under Section 5.01(a), Section 5.01(b),
Section 5.01(c) or Section 5.01(d) of the Credit Agreement, to the extent
that such Default would arise from failure of the Borrower to deliver to
the Banks the financial statements referred to in Section 5.01(a) or
Section 5.01(b) of the Credit Agreement and the related officer's
certificate and statement of the Borrower's independent accountants
referred to in Sections 5.01(c) and 5.01(d) of the Credit Agreement and (b)
any Default that would arise under Section 6.01(f) of the Credit Agreement
by reason of a default under any Public Debt as a result of the failure of
the Borrower to file or deliver financial statements or reports
substantially the same as those described in clause (a) above, such waivers
to be effective solely for the period commencing on January 11, 2000 and
ending on July 11, 2000; provided, however, that (i) the effectiveness of
this Waiver is subject to the satisfaction of the conditions specified in
Section 3 of this Waiver and (ii) the waiver set forth in clause (b) shall
terminate on the earlier of (x) July 11, 2000 or (y) the date that is 10
days prior to the earliest date on which any holder of Public Debt or any
trustee or other representative of any such holder shall have a present
right to accelerate the maturity thereof by reason of any such default
waived hereunder. This Waiver shall be limited precisely as written, and
shall not extend to any Default under any other provision of the Credit
Agreement or to any Default under Section 5.01(a), Section 5.01(b), Section
5.01(c) or Section 5.0(d) of the Credit Agreement during any other period
or to any other Default under Section 6.01(f) of the Credit Agreement.
SECTION 3. Conditions to Waiver. The waivers granted pursuant to
Section 2 above are subject to the conditions that:
(a) the Borrower shall deliver to each of the Banks the following
items on or prior to the dates specified below (or, in the reasonable
discretion of the Administrative Agent, no later than 5 days thereafter):
(i) a monthly forecast of cash receipts and disbursements,
commencing with February, 2000, no later than the first day of each
month in respect of such forecast ;
(ii) a monthly reconciliation of actual cash receipts and
disbursements to the forecast for such month delivered pursuant to
clause (i) above, no later than the 25th day of the next succeeding
month;
(iii) a weekly sales report for each week, commencing with the
week ending January 8, 2000, no later than the 4th day following the
last day of the week in respect of which such sales report is to be
delivered;
(iv) an operating forecast for each month in the fiscal year
ending on or closest to February 28, 2001, no later than March 31,
2000; and
(v) a monthly reconciliation of actual operating results for each
month specified in the operating forecast delivered pursuant to
clause (iv) above to the budget for such month, no later than the
30th day of the next succeeding month; and
(b) the Borrower shall not directly or indirectly, make or agree to
make any payment to or for the account of any holder of Public Debt, or any
trustee or other representative of any such holder, on account of principal
of, interest on or fees in respect of such Public Debt, except as required
by the terms of such Public Debt as in effect on the date hereof.
SECTION 4. Governing Law. This Waiver shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Waiver may be signed in any number of
counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Waiver shall become effective on the
date when the following conditions are met:
(a) the Administrative Agent shall have received from each of
the Borrower and the Required Banks a counterpart hereof signed by
such party or facsimile or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed
a counterpart hereof; and
(b) the Administrative Agent shall have received evidence
satisfactory to it that substantially identical waivers to any
covenant requiring delivery of financial statements or reports set
forth in any other agreement obligations under which are secured by
the Collateral shall have become or shall simultaneously become
effective.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed as of the date first above written.
RITE AID CORPORATION
By: __________________________________
Name:
Title:
X.X. XXXXXX VENTURES
CORPORATION
By: __________________________________
Name:
Title:
