EXECUTION COPY
Proprietary & Confidential
LOAN AGREEMENT
Dated as of June 27, 2001
Among
XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Trustee of
RAC Distribution Statutory Trust
as Trustee,
THE PERSONS NAMED HEREIN,
as Note Holders,
and
CITICORP USA, INC.,
as Agent
Loan Agreement
Proprietary and Confidential
TABLE OF CONTENTS
Section Page
------- ----
PRELIMINARY STATEMENT......................................................... 1
ARTICLE I DEFINITIONS ........................................................ 1
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES ................................. 2
2.01. The Advances ........................................................ 2
2.02. The Notes ........................................................... 2
2.03. Interest ............................................................ 2
2.04. Payment ............................................................. 2
2.05. Maturity Date ....................................................... 2
2.06. Expiration of the Commitment ........................................ 2
2.07. Use of Proceeds ..................................................... 3
2.08. Evidence of Debt .................................................... 3
2.09. Prepayment .......................................................... 3
2.10. Non-Recourse Obligations ............................................ 3
2.11. Transfer and Exchanges............................................... 3
2.12. Additional Costs .................................................... 4
2.13. Taxes; Indemnification, Etc ......................................... 4
2.14. Exculpation of the Trustee .......................................... 4
ARTICLE III CONDITIONS OF LENDING............................................. 4
3.01. Conditions Precedent to Funding on the Funding Date ................. 4
ARTICLE IV REPRESENTATIONS AND WARRANTIES .................................... 4
4.01. Representations and Warranties of the Trustee ....................... 4
ARTICLE V COVENANTS OF THE TRUSTEE............................................ 4
5.01. Covenants ........................................................... 4
5.02. Reporting Requirements .............................................. 5
ARTICLE VI EVENTS OF DEFAULT.................................................. 6
6.01. Events of Default ................................................... 6
6.02. Remedies............................................................. 6
6.03. Power of Attorney.................................................... 7
ARTICLE VII TRUSTEE REPLACEMENT EVENT......................................... 7
7.01. Trustee Replacement Event ........................................... 7
7.02. Right to Replace Trustee ............................................ 8
ARTICLE VIII MISCELLANEOUS ................................................... 8
8.01. Amendments, Etc...................................................... 8
8.02. Notices, Etc. ....................................................... 8
8.03. No Waiver; Remedies ................................................. 8
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8.04. Governing Law ....................................................... 8
8.05. Execution in Counterparts ........................................... 8
8.06. Interest ............................................................ 9
Schedule I - Note Holders
Exhibit A - Form of A-Note
Exhibit B - Form of B-Note
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LOAN AGREEMENT
THIS LOAN AGREEMENT dated as of June 27, 2001 (this "Agreement") is among
Xxxxx Fargo Northwest, National Association, not in its individual capacity but
solely as Trustee of RAC Distribution Statutory Trust (the "Trustee"), the
Persons named as Note Holders on Schedule I hereto and/or any assignee thereof
permitted pursuant to the Participation Agreement and who shall, from time to
time, become a party to this Agreement pursuant to the terms hereof
(collectively, the "Note Holders"), and Citicorp USA, Inc., as agent for the
Note Holders (the "Agent") (together with any successor appointed pursuant to
Article VIII of the Participation Agreement).
PRELIMINARY STATEMENT
(1) The Trustee desires to finance the acquisition of (i) a fee interest in
two certain parcels of land located in Perryman, Maryland, and a fee interest in
certain improvements thereon and (ii) a leasehold interest in a certain parcel
of land located in Lancaster, California, and a fee interest in certain
improvements located thereon, all as described in the Participation Agreement
dated as of the date hereof among Rite Aid Realty Corp., Xxxxx Fargo Northwest,
National Association, not in its individual capacity but solely as Trustee, Rite
Aid Corporation, the Note Holders, the Certificate Holders, and the Agent (the
"Participation Agreement").
(2) The Trustee has requested that the Note Holders lend to the Trustee up
to $_________, which amount together with the aggregate Equity Investments by
the Certificate Holders of up to $________ will be used to finance the
acquisition of the property described above.
(3) The Note Holders have indicated their willingness to lend the amounts
requested by the Trustee on the terms and conditions of this Agreement and the
other Operative Documents.
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound by this Agreement, the parties hereby agree to be bound as
follows:
ARTICLE I
DEFINITIONS
Capitalized terms used but not otherwise defined in this Agreement have the
respective meanings specified in Appendix A to the Participation Agreement; and
the rules of interpretation set forth in Appendix A to the Participation
Agreement shall apply to this Agreement.
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ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES
Section 2.01. The Advances. Subject to the terms and conditions set forth
in the Participation Agreement, each of the Note Holders agrees, severally and
not jointly and severally to make an Advance on the Funding Date to the Agent
for the account of the Trustee in an aggregate amount not to exceed its Note
Commitment. Each Advance shall be made and disbursed in accordance with the
procedures and requirements set forth in Article I of the Participation
Agreement.
Section 2.02. The Notes. The Advances made by the A-Note Holders shall be
evidenced by promissory notes in substantially the form attached as Exhibit A
hereto (each an "A-Note"). The Advances made by the B-Note Holders shall be
evidenced by promissory notes in substantially the form attached as Exhibit B
hereto (each a "B-Note" and together with the A-Notes, collectively, the
"Notes"). The Notes shall be issued on the Funding Date in the aggregate amount
of the respective Note Holder's Note Commitment to acquire A-Notes or B-Notes,
as applicable.
Section 2.03. Interest. The Notes shall bear interest on the then
outstanding principal amount at the Applicable Rate and shall bear interest, to
the extent permitted by Law, on any overdue principal, and interest at the
Default Rate (computed, in each and every case, as provided in the Participation
Agreement).
Section 2.04. Payment. Interest only on the unpaid principal balance of the
Notes from time to time outstanding shall be payable in arrears on each Payment
Date until each such Note is paid in full; provided, however, that interest
payable at the Default Rate shall be payable on demand. All payments of amounts
due hereunder shall be made in the manner provided in Section 9.09 of the
Participation Agreement. To the extent the Agent receives funds from the Lessee
representing payments of Rent due under the Lease, such amounts shall be
credited against payments otherwise due from the Trustee hereunder; provided,
however, that, subject to Section 2.10, any failure of the Lessee to make such
payments of Rent directly to the Agent shall not relieve, excuse or postpone the
Trustee's obligations hereunder. In the event that the Base Term Expiration Date
shall be on a date prior to the Maturity Date, the Notes shall be subject to
mandatory prepayment in full on the Base Term Expiration Date.
Section 2.05. Maturity Date. The Notes shall mature on June 27, 2005,
subject to extension as provided in Section 5.09 of the Participation Agreement
(the "Maturity Date").
Section 2.06. Expiration of the Commitment. Unless earlier terminated in
accordance with the provisions of the Operative Documents, the Note Commitment
of each Note Holder shall automatically and permanently expire on the Funding
Date and the Note Holders shall have no further obligation to fund additional
Advances.
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Section 2.07. Use of Proceeds . The proceeds of the Advances shall be
available (and the Trustee agrees that it shall use such proceeds) solely to
finance Acquisition Costs in accordance with the Operative Documents.
Section 2.08. Evidence of Debt. The Agent shall maintain in accordance with
its usual practice an account or accounts of the indebtedness of the Trustee to
the Note Holders resulting from each Advance and evidenced by the Notes,
including the amounts of principal and interest payable and paid to the Note
Holders from time to time hereunder.
Section 2.09. Prepayment. The Notes shall be prepaid to the extent and in
the manner expressly permitted or required in Section 7.03 of the Participation
Agreement.
Section 2.10. Non-Recourse Obligations . Each Note Holder agrees that it
will look solely to the Collateral for payment of any and all amounts due
hereunder or under the other Operative Documents. No recourse to or against the
Trustee or any employee, officer, director, incorporator, stockholder or agent
of the Trustee shall be had for the payment of any amount owing by the Trustee
under this Agreement or the other Operative Documents, or for the payment by the
Trustee of any fee in respect hereof or any other obligation or claim of or
against the Trustee arising out of or based upon this Agreement or the other
Operative Documents.
Section 2.11. Transfer and Exchanges. (a) Conditions to Transfer. The Notes
may be transferred or exchanged only in accordance with Section 5.03 of the
Participation Agreement.
(b) Exchange Procedure. The Trustee shall xxxx on each such new Note (in
this Section 2.11 called a "New Note") issued pursuant to Section 2.11(a) in
exchange or in substitution for or in lieu of an outstanding Note (in this
Section 2.11 called an "Old Note"), with information provided by the Agent (i)
the date to which interest has been paid on the Old Note(s) and (ii) the amount
of all payments and prepayments previously made on the Old Note(s), which are
allocable to such New Notes. Interest shall be deemed to have been paid on such
New Note to the date to which interest shall have been paid on the Old Note(s)
and all payments and prepayments marked on such New Notes shall be deemed to
have been made thereon.
(c) Validity. Each New Note is sued in exchange or in substitution for an
Old Note(s) pursuant to Section 2.11(a) shall be a valid obligation evidencing
the same interest as such Old Note(s) or the portion thereof allocable to such
New Note, and each and every New Note shall be entitled to the benefits and
security of this Agreement and the other Operative Documents.
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Section 2.12. Additional Costs. The Note Holders shall be entitled to the
payment of Additional Costs in accordance with the provisions of the Operative
Documents.
Section 2.13. Taxes; Indemnification, Etc. The Note Holders shall be
entitled to the benefits of Sections 5.04, 5.05 and 9.14 of the Participation
Agreement with respect to taxes and indemnification.
Section 2.14. Exculpation of the Trustee. It is expressly agreed, anything
herein to the contrary notwithstanding, that each and all of the
representations, warranties, covenants, undertakings and agreements herein made
on the part of the Trust are made and intended not as personal representations,
warranties, covenants, undertakings and agreements by the Trustee, or for the
purpose or with the intention of binding the Trustee, personally, but are made
and intended for the purpose of binding only the Trust Estate. No personal
liability or personal responsibility is assumed by or shall at any time be
asserted or enforceable against the Trustee on account of this Agreement or on
account of any representation, warranty, covenant, undertaking or agreement of
the Trustee, whether expressed or implied herein, all such personal liability,
if any, being expressly waived and released.
ARTICLE III
CONDITIONS OF LENDING
Section 3.01. Conditions Precedent to Funding on the Funding Date. The
obligation of each Note Holder to make an Advance on the Funding Date is subject
to the fulfillment of each of the conditions precedent as set forth in Section
2.01 of the Participation Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties of the Trustee. The Trustee
hereby represents and warrants to the Note Holders and the Agent that each of
the representations and warranties of the Trustee set forth in Section 3.04 of
the Participation Agreement is true and correct on the Funding Date.
ARTICLE V
COVENANTS OF THE TRUSTEE
Section 5.01. Covenants. So long as any Advance shall remain unpaid or the
Note Holders shall have any Note Commitment outstanding hereunder, the Trustee
will not:
(a) Change in Nature of Business. (i) Enter into any business other than
the business of (A) acquiring, financing and leasing the Properties pursuant to
the
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Participation Agreement and the Lease and (B) acquiring other assets and leasing
such assets to other lessees having an unsecured credit rating of AA or better
by S&P and AA2 or better by Xxxxx'x on the date of any such lease; provided such
lease is a triple net lease substantially in the form of the Lease and on terms
not significantly less favorable to the Lessor or (ii) become a party to any
agreement other than this Agreement, the other Operative Documents to which it
is a party and the other agreements specifically contemplated by this Agreement
(including subsection 5.01(a)(i)(B)).
(b) Liens, Etc. Create, incur or suffer to exist any Lessor Liens.
(c) Disposition of Assets. Convey, sell, lease, assign, transfer or
otherwise dispose of directly or indirectly (or agree to any of the foregoing at
a future time) all or any material portion of the Properties or any of its
business or assets, whether now owned or hereafter acquired, other than as
expressly specified or permitted in the Operative Documents.
(d) Amendment, Etc. of Operative Documents. Cancel, terminate, amend, or
waive any provision of, the Operative Documents without the prior written
consent of the Majority Note Holders in accordance with Section 9.04 of the
Participation Agreement.
(e) Indebtedness. Contract for, create, incur or assume any indebtedness
other than pursuant to or under the Operative Documents.
Section 5.02. Reporting Requirements. So long as any Advance shall remain
unpaid or the Note Holders shall have any Note Commitment outstanding hereunder,
the Trustee will, unless the Note Holders shall otherwise consent in writing,
furnish to the Agent:
(a) Default Notice. As soon as possible and in any event within two (2)
Business Days after an officer of the Trustee obtains actual knowledge thereof,
a notice setting forth details of (i) any Default or Event of Default and (ii)
any Trustee Replacement Event (as defined below) and the action that the Trustee
has taken and proposes to take with respect thereto.
(b) Other Notices. Promptly upon receipt thereof, copies of any other
notices, requests and other documents received by the Trustee under or pursuant
to any other Operative Document (other than those (i) issued or sent by the
Agent or the Note Holders or (ii) otherwise delivered to the Agent pursuant to
the Participation Agreement or the other Operative Documents).
(c) Other Information. Such other information respecting any Property in
the possession or control of the Trustee as any Note Holder, through the Agent,
may from time to time reasonably request in writing identifying this
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Section 5.02(c), it being understood that the Trustee is under no obligation to
expend any funds (other than for mailing and copying costs) to produce such
information.
ARTICLE VI
EVENTS OF DEFAULT
Section 6.01. Events of Default. The occurrence and continuance of any
Event of Default under the Participation Agreement shall constitute an "Loan
Event of Default" hereunder (whether such event shall be voluntary or
involuntary or come about or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body).
Section 6.02. Remedies. During the continuance of any Loan Event of
Default:
(a) if such event is an Event of Default specified in Section 6.01(h) or
(i) of the Participation Agreement, the Notes hereunder (with accrued interest
thereon) and all other amounts owing under this Loan Agreement and the Notes
shall become due and payable upon the earlier of (i) notice to the Trustee and
the Company pursuant to the Participation Agreement and (ii) operation of Law;
(b) if such event is any other Event of Default under the Participation
Agreement, the Majority Note Holders may, by notice to the Trustee, subject to
the provisions of Sections 6.02(g) and 6.03 of the Participation Agreement,
declare all of the Notes hereunder (with accrued interest thereon) and all other
amounts owing with respect to the Notes under this Agreement to be due and
payable forthwith, whereupon all Notes shall immediately become due and payable;
(c) at any time thereafter so long as any Loan Event of Default shall be
continuing, the Agent shall, subject to the provisions of Sections 6.02(g) and
6.03 of the Participation Agreement, upon the written instructions of the
Majority Note Holders exercise any or all of the rights and powers and pursue
any and all remedies available to it hereunder and under the Participation
Agreement and the other Operative Documents and shall have any and all rights
and remedies available under the UCC or any provision of law; and
(d) notwithstanding the foregoing provisions, the Agent shall not have the
right to exercise any of its rights or remedies under this Section 6.02 against
the Trustee unless the Age nt shall also exercise a remedy under the
Participation Agreement.
Except as expressly provided above in this Article VI, presentment, demand,
protest and all other notices of any kind are hereby expressly waived.
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Section 6.03. Power of Attorney. The Trustee hereby irrevocably appoints
the Agent as its true and lawful attorney-in-fact (and not agent-in-fact),
with the power of substitution. Such power shall be exercisable only upon the
occurrence and continuance of a Loan Event of Default hereunder.
ARTICLE VII
TRUSTEE REPLACEMENT EVENT
Section 7.01. Trustee Replacement Event. The occurrence of any one or more
of the following events (whether such event shall be voluntary or involuntary or
come about or be effected by operation of law or pursuant to or in compliance
with any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall constitute a Trustee
Replacement Event ("Trustee Replacement Event"):
(a) the Trust shall default in the due performance or observance by it of
any term, covenant or agreement contained in this Agreement or the Notes, and
such default shall have continued unremedied for a period of at least forty-five
(45) days after the Trustee's receipt of notice thereof from the Agent;
provided, however, that if such failure is capable of cure but cannot be cured
by payment of money or cannot be cured by diligent efforts within such forty-
five (45) day period but such diligent efforts shall be properly commenced
within the cure period and the Trustee is diligently pursuing, and shall
continue to pursue diligently, remedy of such failure, the cure period shall be
extended for an additional period of time as may be necessary to cure such
failure; or
(b) any representation, warranty or statement made by the Trustee herein or
in any other Operative Document, or in any statement or certificate delivered or
required to be delivered pursuant hereto or thereto, shall prove to be untrue in
any material respect on the date as of which made, and such misrepresentation or
breach of warranty shall remain unremedied for a period of at least thirty (30)
days after notice to the Trustee from the Agent; or
(c) the Trust or the Trustee shall commence a voluntary case concerning
itself under Title 11 of the United States Code entitled "Bankruptcy," as now or
hereafter in effect, or any successor thereto (the "Bankruptcy Code"); or an
involuntary case is commenced against the Trust or the Trustee and the petition
is not dismissed within sixty (60) days after commencement of the case; or a
custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge
of, all or substantially all of the property of the Trust or the Trustee and is
not removed within sixty (60) days; or the Trust or the Trustee commences any
other proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to the Trust or the
Trustee or there is commenced against the Trust or the Trustee any such
proceeding which remains undismissed for a period of sixty (60) days; or the
Trust or the Trustee is adjudicated insolvent or bankrupt, which adjudication is
not withdrawn or
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reversed within sixty (60) days; or any order of relief or other order approving
any such case or proceeding is entered which order is not withdrawn or reversed
within sixty (60) days; or the Trust or the Trustee suffers any appointment of
any custodian or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of sixty (60) days; or the Trust
or the Trustee makes a general assignment for the benefit of creditors; or any
action is taken by the Trust or the Trustee for the purpose of effecting any of
the foregoing and in the case of any of the foregoing, there is a delay or
disruption whether prior to or following the expiration of any of the foregoing
time periods of any amounts payable to the Note Holders or the Agent under this
Agreement or any of the other Operative Documents.
Section 7.02. Right to Replace Trustee. Upon the occurrence of any Trustee
Replacement Event, the Agent, with the consent of the Majority Note Holders and
(so long as no Event of Default under the Participation Agreement exists and the
Agent is not pursuing remedies against the Lessee by virtue thereof) the
Company, shall have the right to remove the Trustee and replace such Trustee;
provided, however, that any successor Trustee shall satisfy the requirements of
Section 4.10 of the Trust Agreement.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Amendments, Etc. No amendment, waiver, modification or
supplement of any provision of this Agreement, nor consent to any departure by
the Trustee therefrom, shall in any event be effective unless the same shall be
in writing and otherwise in accordance with Section 9.04 of the Participation
Agreement.
Section 8.02. Notices, Etc. All notices and other communications provided
for hereunder shall be given in the manner and at the addresses provided in the
Participation Agreement.
Section 8.03. No Waiver; Remedies. No failure on the part of the Note
Holders or the Agent to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
Section 8.04. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
Section 8.05. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
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Section 8.06. Interest. The provisions set forth in Section 9.17 of the
Participation Agreement shall apply hereto as if fully set forth herein.
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SIGNATURE PAGE TO LOAN AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
XXXXX FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, not in its individual capacity
but solely as Trustee of RAC Distribution
Statutory Trust
By: _________________________________
Name:
Title:
SIGNATURE PAGE TO LOAN AGREEMENT
CITICORP USA, INC.,
as Note Holder
By: _________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Note Holder
By: _________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
as Note Holder
By: _________________________________
Name:
Title:
FLEET RETAIL FINANCE INC.,
as Note Holder
By: _________________________________
Name:
Title:
SIGNATURE PAGE TO LOAN AGREEMENT
CITICORP USA, INC.,
as Agent
By: _________________________________
Name:
Title:
Schedule I to the
Loan Agreement
Proprietary and Confidential
SCHEDULE I
Note Holders:
Citicorp USA, Inc.
The Chase Manhattan Bank
Credit Suisse First Boston
Fleet Retail Finance Inc.
Exhibit A
Loan Agreement
Proprietary and Confidential
EXHIBIT A
(Form of A-Note)
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES OR "BLUE SKY" LAW, AND MAY NOT BE
TRANSFERRED, SOLD OR OFFERED FOR SALE IN
VIOLATION OF SUCH ACT OR LAWS
A-NOTE
No. __________
XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Trustee of RAC Distribution Statutory Trust (the
"Trustee"), hereby promises to pay to ___________ or registered assigns (the
"Note Holder"), on the Maturity Date (as defined in the Loan Agreement, as
defined below), and as hereinafter provided, the principal sum of [___________]
($__________) and to pay interest on the then outstanding unpaid principal
amount hereof from the date hereof to maturity (whether at the Maturity Date, by
acceleration or otherwise) at the Applicable Rate, and to pay interest on any
overdue principal and interest, at the Default Rate, in each case computed on
the basis of a 360-day year, for the actual number of days elapsed except as
otherwise provided in Article V of the Participation Agreement dated as of June
27, 2001 (the "Participation Agreement") among Rite Aid Realty Corp., the
Trustee, Rite Aid Corporation, the Note Holders, the Certificate Holders, and
Citicorp USA, Inc., as Agent. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in Appendix A to the
Participation Agreement. Interest accrued and unpaid on this Note shall be
payable on each Payment Date in the manner set forth in the Participation
Agreement, including the Maturity Date; provided, however, that interest payable
at the Default Rate shall be payable on demand.
This Note is subject to prepayment in the manner, to the extent, under the
circumstances and at the price provided for in the Participation Agreement.
Reference is also made to the Participation Agreement regarding certain
additional amounts that may be due hereunder.
All advances and repayments of the principal hereof shall be recorded by
the Note Holder, and, prior to any transfer hereof, endorsed by the Note Holder,
on the schedule attached hereto, or on a continuation of such schedule attached
to and made a part hereof, or on such other schedule as shall be in accordance
with the Note Holder's then applicable procedures, which schedule shall be
attached hereto and made a part hereof; provided, however, that the failure of
the Note Holder to make such notation or any error in such notation shall not
affect the obligations of the Trustee under this Note, the Loan Agreement or any
other Operative Document.
Exhibit A
Loan Agreement
Proprietary and Confidential
Upon the occurrence and during the continuance of an Event of Default, the
principal hereof and the interest accrued and unpaid hereon may be declared to
be due and payable forthwith as provided in the Participation Agreement.
This Note is one of the "A-Notes" issued and to be issued under the Loan
Agreement, dated as of June 27, 2001 (the "Loan Agreement"), among the Trustee,
the Note Holders party thereto and Citicorp USA, Inc., as Agent. The A-Notes are
to be secured by the Collateral to the extent provided in the Participation
Agreement. Reference is hereby made to the Participation Agreement and the
Security Documents for the provisions upon which the A-Notes are to be secured,
and the rights of the Holders of the A-Notes. The provisions of the Loan
Agreement and the rights of the Holders of the A-Notes may be changed and
modified to the extent permitted by and as provided in the Loan Agreement.
Prior to due presentment of this Note for registration of transfer, the
Agent may deem and treat the Person in whose name this Note is registered on the
Record as the absolute owner hereof (whether or not this Note shall be overdue)
for the purpose of receiving payment and for all other purposes, and the Agent
shall not be affected by any notice to the contrary. In accordance with the
provisions of the Participation Agreement, the transfer of this Note must be
registered by the Agent.
No provision of this Note or of the Loan Agreement shall require the
payment or permit the collection of interest in excess of the maximum permitted
by applicable Law. Reference is made to the Participation Agreement for
provisions for interest rate and computations in the event that the otherwise
agreed rate is at any time limited by applicable Law.
THE A-NOTES ARE PAYABLE ONLY FROM THE COLLATERAL IN ACCORDANCE WITH
ARTICLES VI AND VII OF THE PARTICIPATION AGREEMENT. PURSUANT TO SECTION 2.10 OF
THE LOAN AGREEMENT, THE TRUSTEE SHALL NOT BE PERSONALLY LIABLE FOR THE PAYMENT
OF ANY AMOUNTS DUE UNDER THE A-NOTES.
THIS NOTE SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
By acceptance of this Note the Holder hereof expressly acknowledges the
terms and provisions of the Loan Agreement and the Participation Agreement, and
shall be subject to and shall have the right to enforce such terms and
provisions as if they were expressly stated herein.
A-2
Exhibit A
Loan Agreement
Proprietary and Confidential
IN WITNESS WHEREOF, the Trustee has caused this Note to be duly executed by
its duly authorized officer.
Dated: June 27, 2001
XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Trustee, of RAC Distribution Statutory Trust
By: _________________________________
Name:
Title:
A-3
Exhibit A
Loan Agreement
Proprietary and Confidential
ADVANCE AND PAYMENT SCHEDULE
Amount of Unpaid
Amount of Principal Principal Notation
Date Advance Repaid Balance Made By
-------- --------- --------- --------- --------
A-4
Exhibit B
Loan Agreement
Proprietary and Confidential
EXHIBIT B
(Form of B-Note)
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES OR "BLUE SKY" LAW, AND MAY NOT BE
TRANSFERRED, SOLD OR OFFERED FOR SALE IN
VIOLATION OF SUCH ACT OR LAWS
B-NOTE
No. __________
XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual
capacity but solely as Trustee of RAC Distribution Statutory Trust (the
"Trustee") hereby promises to pay to _______ or registered assigns (the "Note
Holder"), on the Maturity Date (as defined in the Loan Agreement, as defined
below), and as hereinafter provided, the principal sum of [____________]
($____________) and to pay interest on the then outstanding unpaid principal
amount hereof from the date hereof to maturity (whether at the Maturity Date, by
acceleration or otherwise) at the Applicable Rate, and to pay interest on any
overdue principal and interest, at the Default Rate, in each case computed on
the basis of a 360-day year, for the actual number of days elapsed except as
otherwise provided in Article V of the Participation Agreement dated as of June
27, 2001 (the "Participation Agreement") among Rite Aid Realty Corp., Rite Aid
Corporation, the Trustee, the Note Holders, the Certificate Holders, and
Citicorp USA, Inc., as Agent. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in Appendix A to the
Participation Agreement. Interest accrued and unpaid on this Note shall be
payable on each Payment Date in the manner set forth in the Participation
Agreement, including the Maturity Date; provided, however, that interest payable
at the Default Rate shall be payable on demand.
This Note is subject to prepayment in the manner, to the extent, under the
circumstances and at the price provided for in the Participation Agreement.
Reference is also made to the Participation Agreement regarding certain
additional amounts that may be due hereunder.
All advances and repayments of the principal hereof shall be recorded by
the Note Holder, and, prior to any transfer hereof, endorsed by the Note Holder,
on the schedule attached hereto, or on a continuation of such schedule attached
to and made a part hereof, or on such other schedule as shall be in accordance
with the Note Holder's then applicable procedures which schedule shall be
attached hereto and made a part hereof; provided, however, that the failure of
the Note Holder to make such notation or
Exhibit B
Loan Agreement
Proprietary and Confidential
any error in such notation shall not affect the obligations of the Trustee under
this Note, the Loan Agreement or any other Operative Document.
Upon the occurrence and during the continuance of an Event of Default, the
principal hereof and the interest accrued and unpaid hereon may be declared to
be due and payable forthwith as provided in the Participation Agreement.
This Note is one of the "B-Notes" issued and to be issued under the Loan
Agreement, dated as of June 27, 2001 (the "Loan Agreement"), among the Trustee,
the Note Holders party thereto and Citicorp USA, Inc., as Agent. The B-Notes are
to be secured by the Collateral. Reference is hereby made to the Participation
Agreement and the Security Documents for the provisions upon which the B-Notes
are to be secured, and the rights of the Holders of the B-Notes. The provisions
of the Loan Agreement and the rights of the Holders of the B-Notes may be
changed and modified to the extent permitted by and as provided in the Loan
Agreement.
Prior to due presentment of this Note for registration of transfer, the
Agent may deem and treat the Person in whose name this Note is registered on the
Record as the absolute owner hereof (whether or not this Note shall be overdue)
for the purpose of receiving payment and for all other purposes, and the Agent
shall not be affected by any notice to the contrary. In accordance with the
provisions of the Participation Agreement, the transfer of this Note must be
registered by the Agent.
No provision of this Note or of the Loan Agreement shall require the
payment or permit the collection of interest in excess of the maximum permitted
by applicable Law. Reference is made to the Participation Agreement for
provisions for interest rate and computations in the event that the otherwise
agreed rate is at any time limited by applicable Law.
THE B-NOTES ARE PAYABLE ONLY FROM THE COLLATERAL IN ACCORDANCE WITH
ARTICLES VI AND VII OF THE PARTICIPATION AGREEMENT. PURSUANT TO SECTION 2.10 OF
THE LOAN AGREEMENT, THE TRUSTEE SHALL NOT BE PERSONALLY LIABLE FOR THE PAYMENT
OF ANY AMOUNTS DUE UNDER THE B-NOTES.
THIS NOTE SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
By acceptance of this Note the Holder hereof expressly acknowledges the
terms and provisions of the Loan Agreement and the Participation Agreement, and
shall be subject to and shall have the right to enforce such terms and
provisions as if they were expressly stated herein.
B-2
Exhibit B
Loan Agreement
Proprietary and Confidential
IN WITNESS WHEREOF, the Trustee has caused this Note to be duly executed by
its duly authorized officer.
Dated: June 27, 2001
XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Trustee, of RAC Distribution Statutory Trust
By: _________________________________
Name:
Title:
B-3
Exhibit B
Loan Agreement
Proprietary and Confidential
ADVANCE AND PAYMENT SCHEDULE
Amount of Unpaid
Amount of Principal Principal Notation
Date Advance Repaid Balance Made By
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B-4
