Exhibit 4.7
EXECUTION COPY
WAIVER NO. 1 TO GUARANTY
WAIVER dated as of January 11, 2000 to Guaranty dated as of March 19, 1998,
as amended by Amendment No. 1, dated as of June 22, 1998, and as further
amended by Amendment No. 2, dated as of October 25, 1999, and as further
amended by Amendment No. 3, dated as of December 2, 1999 (as so amended,
the "Guaranty") between RITE AID CORPORATION, a Delaware Corporation (the
"Guarantor") and RAC LEASING LLC.
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 Guaranty has
the meaning assigned to such term in the Guaranty. For the purposes of this
Waiver, "Public Debt" means debt securities of the Guarantor 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 Guarantor, the Required
Participants hereby waive any Default for breaches of covenants under
Section 1.01(a), Section 1.01(b), Section 1.01(c) or Section 1.01(d) of
Annex A to the Guaranty, to the extent that such Default would arise from
failure of the Guarantor to deliver to the Liquidity Providers the
financial statements referred to in Section 1.01(a) or Section 1.01(b) of
Annex A to the Guaranty and the related officer's certificate and statement
of the Guarantor's independent accountants referred to in Sections 1.01(c)
and 1.01(d) of Annex A to the Guaranty, such waivers to be effective solely
for the period commencing on January 11, 2000 and ending on July 11, 2000;
provided, however, that the effectiveness of this Waiver is subject to the
satisfaction of the conditions specified in Section 3 of this Waiver. This
Waiver shall be limited precisely as written, and shall not extend to any
Default under any other provision of the Guaranty or to any Default under
Section 1.01(a), Section 1.01(b), Section 1.01(c) or Section 1.01(d) of
Annex A to the Guaranty during any other period.
SECTION 3. CONDITIONS TO WAIVER. The waivers granted pursuant to
Section 2 above are subject the conditions that:
(a) the Guarantor shall deliver to each of the Liquidity Providers
the following items on or prior to the dates specified below (or, in the
reasonable discretion of the Liquidity 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 Guarantor 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 Liquidity Agent shall have received from each of the
Guarantor and the Required Participants a counterpart hereof signed by such
party or facsimile or other written confirmation (in form satisfactory to
the Liquidity Agent) that such party has signed a counterpart hereof; and
(b) the 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, each of the parties hereto has caused this Waiver
to be executed by their officers thereunto duly authorized as of the date
first above written.
RITE AID CORPORATION,
as Guarantor
By: __________________________________
Name:
Title:
Acknowledged and Agreed:
RAC LEASING LLC
By: The Diversified Group Incorporated
By:_______________________________
Name:
Title:
