EXHIBIT 4.3
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RITE AID CORPORATION
and
XXXXXX TRUST AND SAVINGS BANK
as Trustee
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SUPPLEMENTAL INDENTURE
Dated as of February 3, 2000
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To
The Indenture Dated as of September 22, 1998
Between Rite Aid Corporation
and
Xxxxxx Trust and Savings Bank, as Trustee,
Relating to $200,000,000 6% Dealer remarketable securities 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 Xxxxxx Trust and Savings Bank, an Illinois banking
corporation, as trustee (the "Trustee").
WHEREAS, the Company has issued its 6% Dealer remarketable securities
due 2013 (the "Notes"), in the aggregate principal amount of $200,000,000,
pursuant to an Indenture between the Company and the Trustee dated as of
September 23, 1998 (the "Indenture"); and
WHEREAS, Section 9.02 of the Indenture provides that, with the consent
of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities, 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, the Company has received consents from the Holders
representing at least a majority in aggregate principal amount of the
Outstanding Securities to the substance of certain amendments to the
Indenture as set forth herein; and
WHEREAS, Section 9.04 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. Amendment to the Indenture. Section 7.04 of the Indenture
is hereby amended and restated in its entirety as follows:
The Company shall file with the Trustee and the Commission, and
transmit to the Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at times and in the manner provided pursuant
to such Act; provided that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act shall be filed with the Trustee within 30
days after the same is so required to be filed with the Commission;
provided, however, that the Company may delay the filing required
pursuant to the Exchange Act 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 until no later
than July 11, 2000 and may file copies of the same with the Trustee
within 30 days after such reports are actually filed with the
Commission. In the event the Company is not subject to Section 13 or
15(d) of the Exchange Act, it shall file with the Trustee upon request
the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.
Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officers'
Certificates).
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
XXXXXX TRUST AND SAVINGS BANK
(SEAL)
By: /s/ X. Xxxxxxxxx
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Name: X. Xxxxxxxxx
Title: Vice President
Attest:
By: /s/ X. X. Xxxxxxx
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Name: X. X. Xxxxxxx
Title: Assistant Secretary
