Exhibit 10.4
▇▇▇▇▇▇▇▇▇.▇▇▇ PLEDGE AGREEMENT
AGREEMENT dated as of October 25, 1999 between RITE AID CORPORATION
(with its successors, the "BORROWER") and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK ("▇▇▇▇▇▇"), as agent hereunder (the "AGENT").
W I T N E S S E T H:
WHEREAS, the Borrower, certain banks and ▇▇▇▇▇▇, as agent for such
banks are parties to a Credit Agreement dated as of July 19, 1996 (as
heretofore amended, the "ORIGINAL 1996 CREDIT AGREEMENT"); and
WHEREAS, the Borrower proposes to enter into an Amended and Restated
Credit Agreement of even date amending and restating the Original 1996
Credit Agreement (as the same may be amended from time to time, the "CREDIT
AGREEMENT"); and
WHEREAS, the Borrower has agreed to grant a continuing security
interest in and to the Collateral (i) on a first priority basis, to secure
certain of its obligations under the Credit Agreement as well as the
Prudential Pro Rata Exposure (as defined below), the ▇▇▇▇▇▇ Pro Rata
Exposure (as defined below) and the Letter of Credit Exposure (as defined
below) and (ii) on a second priority basis, to secure the Synthetic Lease
Obligations (as defined below);
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. (a) Terms defined in the heading and recitals
hereto have the respective meanings provided for therein.
(b) The following terms have the meanings provided for in the
Credit Agreement:
Base Rate
Default
Event of Default
Lien
Loan Documents
PCS Pledge Agreement
▇▇▇▇▇▇ Pro Rata Exposure
Prudential Pro Rata Exposure
Tranche A Loans
Tranche B Loans
(c) The following additional terms, as used herein, have the
following respective meanings:
"COLLATERAL" has the meaning assigned to such term in Section 3(a).
"FIRST PRIORITY SECURED OBLIGATIONS" means (i) all outstanding
principal amounts of the Partially Secured Obligations, provided that the
principal amount secured pursuant to this clause (i) shall not exceed the
Maximum Principal Amount, (ii) all interest (including, without limitation,
any interest which accrues after the commencement of any case, proceeding
or other action relating to the bankruptcy, insolvency or reorganization of
the Borrower, whether or not allowed or allowable as a claim in any such
proceeding) on the principal amounts secured pursuant to clause (i) of this
definition, (iii) any Yield-Maintenance Amount payable in respect of the
portion of the Prudential Pro Rata Exposure secured pursuant to clauses (i)
and (ii) of this definition, (iv) any renewals or extensions of any of the
foregoing and (v) to the extent the same may be secured hereunder and under
the PCS Pledge Agreement without contravention of the Indentures, any and
all other amounts payable by the Borrower in respect of the Partially
Secured Obligations. The amounts specified in clauses (i) and (iv) shall be
allocated among the Partially Secured Obligations ratably based on the
unpaid principal amount thereof at the time of determination.
"INSTRUCTING BANKS" means the "Required Banks" as defined in the
Credit Agreement.
"ISSUER" means ▇▇▇▇▇▇▇▇▇.▇▇▇, inc., and its successors.
"LETTER OF CREDIT EXPOSURE" means the reimbursement obligations of the
Borrower in respect of standby letters of credit issued for the account of
the Borrower set forth in Schedule A hereto, and any replacements thereof;
provided that the issuer of such letter of credit shall have entered into
an agreement with the Borrower and the Agent satisfactory to the Agent
pursuant to which such issuer has agreed to accept the benefits of and be
bound by the terms of this Agreement; provided further that the Letter of
Credit Exposure may not for purposes of this Agreement exceed $32,750,000;
and provided further that the outstanding principal amount of any such
letters of credit which are undrawn shall be deemed to be the face amount
thereof for purposes of this Agreement, subject to the last sentence of
Section 13.
"LIMITED SHARES" means 9,334,746 shares of Common Stock, par value
$0.001 per share, of the Issuer.
"MAXIMUM PRINCIPAL AMOUNT" shall mean that portion of the outstanding
principal amounts of the Partially Secured Obligations secured both
hereunder and under the PCS Pledge Agreement, which principal amount shall
not exceed $399,000,000, it being understood that this Agreement and the
PCS Pledge Agreement each individually, but also collectively, secure the
Partially Secured Obligations to the extent of such Maximum Principal
Amount, and that therefore the Maximum Principal Amount for purposes of
this Agreement shall be reduced by the amount of any proceeds of Collateral
applied to principal of the Partially Secured Obligations pursuant to
Section 13 of the PCS Pledge Agreement.
"PARTIALLY SECURED OBLIGATIONS" means the Tranche B Loans, the
Prudential Pro Rata Exposure, the ▇▇▇▇▇▇ Pro Rata Exposure and the Letter
of Credit Exposure.
"PLEDGED STOCK" means (i) the Limited Shares and (ii) any other
capital stock required to be pledged to the Agent pursuant to Section 3(b).
"SECOND PRIORITY SECURED OBLIGATIONS" means (i) the obligations of the
Borrower the Synthetic Lease Obligations and (ii) any renewals or
extensions of the foregoing.
"SECURED OBLIGATIONS" means the First Priority Secured Obligations,
the Second Priority Secured Obligations and any amount payable by the
Borrower under this Agreement.
"SECURED PARTIES" means the Agent and the holders from time to time of
the Secured Obligations.
"SECURITY INTERESTS" means the security interests in the Collateral
granted hereunder securing the Secured Obligations.
"SYNTHETIC LEASE OBLIGATIONS" means, collectively, (i) the Guaranty
dated as of March 19, 1998 from Rite Aid Corporation to RAC Leasing LLC, as
the same may be amended from time to time, and (ii) the Guaranty dated as
of May 30, 1997 from Rite Aid Corporation to Sumitomo Bank Leasing and
Finance, Inc., as the same may be amended from time to time.
Unless otherwise defined herein, or unless the context otherwise
requires, all terms used herein which are defined in the New York Uniform
Commercial Code as in effect on the date hereof shall have the meanings
therein stated.
SECTION 2. Representations and Warranties. The Borrower represents
and warrants as follows:
(a) Title to Pledged Stock. The Borrower owns all of the Pledged
Stock, free and clear of any Liens other than the Security Interests.
The Pledged Stock includes 21.5% of the issued and outstanding capital
stock of the Issuer. All of the Pledged Stock has been duly authorized
and validly issued, and is fully paid and non-assessable, and is
subject to no options to purchase or similar rights of any Person. The
Borrower is not and will not become a party to or otherwise bound by
any agreement, other than this Agreement and the Governance Agreement
dated June 17, 1999 between the Issuer and the Borrower, which
restricts in any manner the rights of any present or future holder of
any of the Pledged Stock with respect thereto.
(b) Validity, Perfection and Priority of Security Interests. The
Agent has valid and perfected security interests in the Collateral
subject to no prior Lien. No registration, recordation or filing with
any governmental body, agency or official is required in connection
with the execution or delivery of this Agreement or necessary for the
validity or enforceability hereof or for the perfection or enforcement
of the Security Interests. Neither the Borrower nor any of its
Subsidiaries has performed or will perform any acts which might
prevent the Agent from enforcing any of the terms and conditions of
this Agreement or which would limit the Agent in any such enforcement.
(c) UCC Filing Locations. The chief executive office of the
Borrower is located at its address set forth on the signature pages of
the Credit Agreement.
SECTION 3. The Security Interests. In order to secure the full and
punctual payment of the Secured Obligations in accordance with the terms
thereof, and to secure the performance of all the obligations of the
Borrower hereunder:
(a) The Borrower hereby assigns and pledges to and with the
Agent for the benefit of the Secured Parties and grants to the Agent
for the benefit of the Secured Parties security interests in the
Pledged Stock, and all of its rights and privileges with respect to
the Pledged Stock, and all income and profits thereon, and all
dividends and other payments and distributions with respect thereto,
and all proceeds of the foregoing (the "COLLATERAL"). Prior to the
execution and delivery hereof, the Borrower has delivered the
certificate representing the Limited Shares in pledge hereunder.
(b) In the event that the Issuer at any time issues any
additional or substitute shares of capital stock of any class to the
Borrower or any Subsidiary, the Borrower will immediately pledge and
deposit with the Agent certificates representing all such shares as
additional security for the Secured Obligations. All such shares
constitute Pledged Stock and are subject to all provisions of this
Agreement.
(c) The Security Interests are granted as security only and
shall not subject the Agent or any Secured Party to, or transfer or in
any way affect or modify, any obligation or liability of the Borrower
with respect to any of the Collateral or any transaction in connection
therewith.
SECTION 4. Delivery of Pledged Stock. All certificates representing
Pledged Stock delivered to the Agent by the Borrower pursuant hereto shall
be in suitable form for transfer by delivery, or shall be accompanied by
duly executed instruments of transfer or assignment in blank, with
signatures appropriately guaranteed, and accompanied by any required
transfer tax stamps, all in form and substance satisfactory to the Agent.
SECTION 5. Further Assurances. (a) The Borrower agrees that it will,
at its expense and in such manner and form as the Agent may require,
execute, deliver, file and record any financing statement, specific
assignment or other paper and take any other action that may be necessary
or desirable, or that the Agent may request, in order to create, preserve,
perfect or validate any Security Interest or to enable the Agent to
exercise and enforce its rights hereunder with respect to any of the
Collateral. To the extent permitted by applicable law, the Borrower hereby
authorizes the Agent to execute and file, in the name of the Borrower or
otherwise, Uniform Commercial Code financing statements (which may be
carbon, photographic, photostatic or other reproductions of this Agreement
or of a financing statement relating to this Agreement) which the Agent in
its sole discretion may deem necessary or appropriate to further perfect
the Security Interests.
(b) The Borrower agrees that it will not change (i) its name,
identity or corporate structure in any manner, (ii) the location of
its chief executive office or (iii) its jurisdiction of incorporation
unless it shall have given the Agent not less than 30 days' prior
notice thereof.
SECTION 6. Record Ownership of Pledged Stock. The Agent may at any
time or from time to time, in its sole discretion, cause any or all of the
Pledged Stock to be transferred of record into the name of the Agent or its
nominee. The Borrower will promptly give to the Agent copies of any notices
or other communications received by it in its capacity as a shareholder of
the Issuer with respect to Pledged Stock registered in the name of the
Borrower and the Agent will promptly give to the Borrower copies of any
notices and communications received by the Agent with respect to Pledged
Stock registered in the name of the Agent or its nominee.
SECTION 7. Right to Receive Distributions on Collateral. During the
continuance of any Default the Agent shall have the right to receive and to
retain as Collateral hereunder all dividends and other payments and
distributions made upon or with respect to the Collateral and the Borrower
shall take all such action as the Agent may deem necessary or appropriate
to give effect to such right. All such dividends and other payments and
distributions which are received by the Borrower shall be received in trust
for the benefit of the Agent and the Secured Parties and, if the Agent so
directs during the continuance of a Default, shall be segregated from other
funds of the Borrower and shall, forthwith upon demand by the Agent during
the continuance of a Default, be paid over to the Agent as Collateral in
the same form as received (with any necessary endorsement). After all
Defaults have been cured, the Agent's right to retain dividends and other
payments and distributions under this Section 7 shall cease and the Agent
shall pay over to the Borrower any such Collateral retained by it during
the continuance of a Default.
SECTION 8. Right to Vote Pledged Stock. Unless a Default shall have
occurred and be continuing, the Borrower shall have the right, from time to
time, to vote and to give consents, ratifications and waivers with respect
to the Pledged Stock, and the Agent shall, upon receiving a written request
from the Borrower accompanied by a certificate signed by its principal
financial officer stating that no Default has occurred and is continuing,
deliver to the Borrower or as specified in such request such proxies,
powers of attorney, consents, ratifications and waivers in respect of any
of the Pledged Stock which is registered in the name of the Agent or its
nominee as shall be specified in such request and be in form and substance
satisfactory to the Agent.
If a Default shall have occurred and be continuing, the Agent shall
have the right to the extent permitted by law, and the Borrower shall take
all such action as may be necessary or appropriate to give effect to such
right, to vote and to give consents, ratifications and waivers, and take
any other action with respect to any or all of the Pledged Stock with the
same force and effect as if the Agent were the absolute and sole owner
thereof.
SECTION 9. General Authority. The Borrower hereby irrevocably
appoints the Agent its true and lawful attorney, with full power of
substitution, in the name of the Borrower, the Agent, the Secured Parties
or otherwise, for the sole use and benefit of the Agent and Secured
Parties, but at the expense of the Borrower, to the extent permitted by law
to exercise, at any time and from time to time while an Event of Default
has occurred and is continuing, all or any of the following powers with
respect to all or any of the Collateral:
(a) to demand, ▇▇▇ for, collect, receive and give acquittance
for any and all monies due or to become due upon or by virtue thereof,
(b) to settle, compromise, compound, prosecute or defend any
action or proceeding with respect thereto,
(c) to sell, transfer, assign or otherwise deal in or with the
same or the proceeds or avails thereof, as fully and effectually as if
the Agent were the absolute owner thereof, and
(d) to extend the time of payment of any or all thereof and to
make any allowance and other adjustments with reference thereto;
provided that the Agent shall give the Borrower not less than ten days'
prior notice of the time and place of any sale or other intended
disposition of any of the Collateral except any Collateral which is
perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market. The Agent and the Borrower agree
that such notice constitutes "reasonable notification" within the meaning
of Section 9-504(3) of the Uniforrn Commercial Code.
SECTION 10. Remedies upon Event of Default. If any Event of Default
shall have occurred and be continuing, the Agent may exercise on behalf of
the Secured Parties all the rights of a secured party under the Uniform
Commercial Code (whether or not in effect in the jurisdiction where such
rights are exercised) and, in addition, the Agent may, without being
required to give any notice, except as herein provided or as may be
required by mandatory provisions of law, (i) apply the cash, if any, then
held by it as Collateral as specified in Section 13 and (ii) if there shall
be no such cash or if such cash shall be insufficient to pay all the
Secured Obligations in full, sell the Collateral or any part thereof at
public or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or for future delivery, and at such price
or prices as the Agent may deem satisfactory. Any Secured Party may be the
purchaser of any or all of the Collateral so sold at any public sale (or,
if the Collateral is of a type customarily sold in a recognized market or
is of a type which is the subject of widely distributed standard price
quotations, at any private sale). The Agent is authorized, in connection
with any such sale, if it deems it advisable so to do, (A) to restrict the
prospective bidders on or purchasers of any of the Pledged Stock to a
limited number of sophisticated investors who will represent and agree that
they are purchasing for their own account for investment and not with a
view to the distribution or sale of any of such Pledged Stock, (B) to cause
to be placed on certificates for any or all of the Pledged Stock or on any
other securities pledged hereunder a legend to the effect that such
security has not been registered under the Securities Act of 1933 and may
not be disposed of in violation of the provision of said Act, and (C) to
impose such other limitations or conditions in connection with any such
sale as the Agent deems necessary or advisable in order to comply with said
Act or any other law. The Borrower will execute and deliver such documents
and take such other action as the Agent deems necessary or advisable in
order that any such sale may be made in compliance with law. Upon any such
sale the Agent shall have the right to deliver, assign and transfer to the
purchaser thereof the Collateral so sold. Each purchaser at any such sale
shall hold the Collateral so sold absolutely and free from any claim or
right of whatsoever kind, including any equity or right of redemption of
the Borrower which may be waived, and the Borrower, to the extent permitted
by law, hereby specifically waives all rights of redemption, stay or
appraisal which it has or may have under any law now existing or hereafter
adopted. The notice (if any) of such sale required by Section 9 shall (1)
in the case of a public sale, state the time and place fixed for such sale,
(2) in the case of a sale at a broker's board or on a securities exchange,
state the board or exchange at which such sale is to be made and the day on
which the Collateral, or the portion thereof so being sold, will first be
offered for sale at such board or exchange, and (3) in the case of a
private sale, state the day after which such sale may be consummated. Any
such public sale shall be hold at such time or times within ordinary
business hours and at such place or places as the Agent may fix in the
notice of such sale. At any such sale the Collateral may be sold in one lot
as an entirety or in separate parcels, as the Agent may determine. The
Agent shall not be obligated to make any such sale pursuant to any such
notice. The Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for the sale, and such sale may be
made at any time or place to which the same may be so adjourned. In the
case of any sale of all or any part of the Collateral on credit or for
future delivery, the Collateral so sold may be retained by the Agent until
the selling price is paid by the purchaser thereof, but the Agent shall not
incur any liability in the case of the failure of such purchaser to take up
and pay for the Collateral so sold and, in the case of any such failure,
such Collateral may again be sold upon like notice. The Agent, instead of
exercising the power of sale herein conferred upon it, may proceed by a
suit or suits at law or in equity to foreclose the Security Interests and
sell the Collateral, or any portion thereof, under a judgment or decree of
a court or courts of competent jurisdiction.
SECTION 11. Expenses. The Borrower agrees that it will forthwith upon
demand pay to the Agent:
(a) the amount of any taxes which the Agent may have been
required to pay by reason of the Security Interests or to free any of
the Collateral from any Lien thereon, and
(b) the amount of any and all out-of-pocket expenses, including
the fees and disbursements of counsel, which the Agent may incur in
connection with (i) the administration or enforcement of this
Agreement, including such expenses as are incurred to preserve the
value of the Collateral and the validity, perfection, rank and value
of any Security Interest, (ii) the collection, sale or other
disposition of any of the Collateral, (iii) the exercise by the Agent
of any of the rights conferred upon it hereunder or (iv) any Default.
Any such amount not paid on demand shall bear interest at a rate per annum
equal to Base Rate plus 4.50% and shall be an additional Secured Obligation
hereunder.
SECTION 12. Limitation on Duty ofAgent in Respect of Collateral.
Beyond the exercise of reasonable care in the custody thereof, the Agent
shall have no duty as to any Collateral in its possession or control or in
the possession or control of any agent or bailee or any income thereon or
as to the preservation of rights against prior parties or any other rights
pertaining thereto. The Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its possession if
the Collateral is accorded treatment substantially equal to that which it
accords its own property, and shall not be liable or responsible for any
loss or damage to any of the Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any agent or bailee selected
by the Agent in good faith.
SECTION 13. Application of Proceeds. Upon the occurrence and during
the continuance of an Event of Default, the proceeds of any sale of, or
other realization upon, all or any part of the Collateral and any cash held
shall be applied by the Agent in the following order of priorities:
FIRST, to payment of the expenses of such sale or other
realization, including reasonable compensation to agents and counsel
for the Agent, and all expenses, liabilities and advances incurred or
made by the Agent in connection therewith, and any other unreimbursed
expenses for which the Agent is to be reimbursed pursuant to Section
11 hereof,
SECOND, to the ratable payment of unpaid principal of the First
Priority Secured Obligations;
THIRD, to the ratable payment of (i) accrued but unpaid interest
on the First Priority Secured Obligations in accordance with the terms
thereof and (ii) any Yield-Maintenance Amount payable in respect of
the portion of the Prudential Pro Rata Exposure secured pursuant to
clauses (i) and (ii) of the definition of First Priority Secured
Obligations;
FOURTH, to the ratable payment of all other First Priority
Secured Obligations, until all First Priority Secured Obligations
shall have been paid in full;
FIFTH, to the ratable payment of all Second Priority Secured
Obligations, until all Second Priority Secured Obligations have been
paid in full;
FINALLY, to payment to the Borrower or its successors or assigns,
or as a court of competent jurisdiction may direct, of any surplus
then remaining from such proceeds.
The Agent may make distributions hereunder in cash or in kind or, on a
ratable basis, in any combination thereof. Any amount distributable
pursuant to this Section 13 in respect of any Letter of Credit Exposure
consisting of undrawn letters of credit shall be retained by the Agent for
payment to the Secured Parties that are issuers thereof at such time as
such letters of credit are drawn and then only to the extent of any such
draw. To the extent that any such letter of credit expires undrawn, any
amount then held by the Agent pursuant to the preceding sentence in respect
thereof shall be distributed in accordance with the priorities established
by this Section 13, it being understood that any reimbursement obligations
in respect of such expired letter of credit shall not be included in
Secured Obligations for purposes of such distribution.
SECTION 14. Concerning the Agent. The provisions of Article 7 of the
Credit Agreement shall inure to the benefit of the Agent in respect of this
Agreement and shall be binding upon the Secured Parties in such respect. In
furtherance and not in derogation of the rights, privileges and immunities
of the Agent therein set forth:
(a) The Agent is authorized to take all such action as is
provided to be taken by it as Agent hereunder and all other action
reasonably incidental thereto. As to any matters not expressly
provided for herein (including, without limitation, the timing and
methods of realization upon the Collateral) the Agent shall act or
refrain from acting in accordance with written instructions from the
Instructing Banks or, in the absence of such instructions, in
accordance with its discretion.
(b) The Agent shall not be responsible for the existence,
genuineness or value of any of the Collateral or for the validity,
perfection, priority or enforceability of the Security Interests in
any of the Collateral, whether impaired by operation of law or by
reason of any action or omission to act on its part hereunder. The
Agent shall have no duty to ascertain or inquire as to the performance
or observance of any of the terms of this Agreement by the Borrower.
SECTION 15. Appointment of Co-Agents. At any time or times, in order
to comply with any legal requirement in any jurisdiction, the Agent may
appoint another bank or trust company or one or more other persons, either
to act as co-agent or co-agents, jointly with the Agent, or to act as
separate agent or agents on behalf of the Secured Parties with such power
and authority as may be necessary for the effectual operation of the
provisions hereof and may be specified in the instrument of appointment
(which may, in the discretion of the Agent, include provisions for the
protection of such co-agent or separate agent similar to the provisions of
Section 14).
SECTION 16. Termination of Security Interests; Release of Collateral.
Upon the repayment in full of all Secured Obligations and the termination
of the Commitments under the Credit Agreement, the Security Interests shall
terminate and all rights to the Collateral shall revert to the Borrower. At
any time and from time to time prior to such termination of the Security
Interests, the Agent may release any of the Collateral in accordance with
the applicable provisions of the Credit Agreement. Upon any such
termination of the Security Interests or release of Collateral, the Agent
will, at the expense of the Borrower, execute and deliver to the Borrower
such documents as the Borrower shall reasonably request to evidence the
termination of the Security Interests or the release of such Collateral, as
the case may be.
SECTION 17. Notices. All notices hereunder shall be given in
accordance with Section 9.01 of the Credit Agreement.
SECTION 18. Waivers, Non-Exclusive Remedies. No failure on the part
of the Agent to exercise, and no delay in exercising and no course of
dealing with respect to, any right under this Agreement shall operate as a
waiver thereof; nor shall any single or partial exercise by the Agent or
any Secured Party of any right under any Loan Document or any other
document relating to the Secured Obligations owing to such Secured Party
preclude any other or further exercise thereof or the exercise of any other
right. The rights under the Loan Documents and such other documents are
cumulative and are not exclusive of any other remedies provided by law.
SECTION 19. Successors and Assigns. This Agreement is for the
benefit of the Secured Parties and their successors and assigns, and in the
event of an assignment of all or any of the Secured Obligations, the rights
hereunder, to the extent applicable to the indebtedness so assigned, may be
transferred with such indebtedness. This Agreement shall be binding on the
Borrower and its successors and assigns.
SECTION 20. Changes in Writing. Neither this Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally,
but only in writing signed by the Borrower and the Agent with the consent
of the Required Banks under the Credit Agreement. No such amendment shall
by its terms materially adversely affect the rights of holders of any of
the Prudential Pro Rata Exposure, the ▇▇▇▇▇▇ Pro Rata Exposure, the Letter
of Credit Exposure or the Second Priority Secured Obligations in a manner
different from its effect on the rights of holders of any other Secured
Obligations, except with the written consent of such affected holder (or of
the requisite majority of the affected holders specified in the documents
governing such affected holders' Secured Obligations).
SECTION 21. New York Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York, except
as otherwise required by mandatory provisions of law and except to the
extent that remedies provided by the laws of any jurisdiction other than
New York are governed by the laws of such jurisdiction.
SECTION 22. Severability. If any provision hereof is invalid or
unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (i) the other provisions hereof shall remain in full force and effect
in such jurisdiction and shall be liberally construed in favor of the Agent
and the Secured Parties in order to carry out the intentions of the parties
hereto as nearly as may be possible; and (ii) the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not
affect the validity or enforceability of such provision in any other
jurisdiction.
SECTION 23. Acceptance of Appointment. ▇▇▇▇▇▇ hereby accepts its
appointment as agent for each of the Secured Parties; provided that neither
such appointment or such acceptance shall impose on ▇▇▇▇▇▇ any duties other
than the express duties of the Agent hereunder and subject in any case to
the provisions of Section 7 hereof and Article 7 of the Credit Agreement,
which shall be binding on all Secured Parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and
year first above written.
RITE AID CORPORATION
By: __________________________________
Name:
Title:
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK,
as Agent
By: __________________________________
Name:
Title:
SCHEDULE A
Letters of Credit
L/C Ref # Beneficiary Amount Date Issued Expiry Date
---------------- ------------------------ ------------------ ----------- -----------
ISSUED BY MELLON
BANK, N.A.:
8571380 National Union Fire Insurance $ 20,861,000.00 20-Feb-98 31-Dec-99
8554730 Insurance Co. of North America 1,186,255.00 03-Nov-97 22-Nov-99
8553170 Commonwealth of PA 75,000.00 11-Jul-97 11-Jul-00
8531390 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. 250,000.00 25-Jun-97 25-Jun-00
8159320 Continental Casualty Company 1,027,000.00 ▇▇-▇▇▇-▇▇ ▇▇-▇▇▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Fidelity and Trust 1,250,000.00 15-May-98 31-Dec-99
8578810 Travelers Indemnity Co. (TPI) 225,000.00 16-Apr-98 31-Dec-99
8578580 LA Dept. of Labor 350,000.00 15-Apr-98 31-Dec-99
8586190 Reliance Insurance Co. 300,000.00 20-May-98 31-Dec-99
8614310 City of Grand Junction, CO 117,680.00 28-Dec-98 21-Apr-00
8642610 Capital Blue Cross 749,458.37 08-Jul-99 31-Dec-99
8464810 Baltimore County, MD 38,973.00 08-May-96 08-Nov-99
-----------------
26,430,366.87
Issued by
Citibank, N.A.:
13863/▇▇▇▇▇▇▇▇ MLTC Funding 5,800,000.00 12-Dec-96 22-Oct-00
Issued by
AmSouth Bank of
Alabama:
S309510 AmSouth Bank of Alabama 477,320.73 05-Sep-95 01-Jan-00
Total standby letters
of credit outstanding 32,707,687.60