AMENDMENT TO
SECOND PRIORITY SUBSIDIARY SECURITY AGREEMENT
This AMENDMENT, dated as of February 12, 2003 (this "Amendment"), to the
Second Priority Subsidiary Security Agreement, dated as of June 27, 2001 (the
"Security Agreement"), by and among each of the subsidiaries party thereto (the
"Subsidiary Guarantors") of RITE AID CORPORATION, a Delaware corporation (the
"Borrower"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
collateral trustee (the "Second Priority Collateral Trustee") for the Second
Priority Debt Parties. Capitalized terms used herein not otherwise defined
herein or otherwise amended hereby shall have the meanings ascribed thereto in
the Security Agreement.
RECITALS:
WHEREAS, the Company and the Subsidiary Guarantors have requested that the
Second Priority Collateral Trustee agree to certain amendments of the Security
Agreement as described herein; and
WHEREAS, the Second Priority Collateral Trustee has agreed to amend certain
provisions of the Security Agreement, in the manner and on the terms provided
for herein.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENTS AND AGREEMENTS
A. Section 1.01(a) of the Security Agreement is hereby amended by adding
the following after "Second Priority Debt Documents":
"or, if not defined in the Definitions Annex or the Second Priority
Debt Documents, as defined in or by reference to the Senior Subsidiary Security
Agreement".
B. Schedule A is hereby amended in its entirety and replaced with Exhibit I
hereto.
C. Each of the Subsidiary Guarantors agrees that (i) it (or the Borrower on
its behalf) will promptly provide the Second Priority Collateral Trustee with
notice of any amendments or modifications to the definitions set forth in the
Senior Subsidiary Security Agreement, (ii) prior to receipt of such notice, no
amendment to the Senior Subsidiary Security Agreement will be deemed to be
effective for purposes of the Security Agreement and (iii) the Second Priority
Collateral Trustee may at any time rely upon the most recent copy of the Senior
Subsidiary Security Agreement delivered to the Second Priority Collateral
Trustee by the Borrower or any Subsidiary Guarantor.
2
SECTION II. MISCELLANEOUS
A. Effectiveness. This Amendment shall become effective upon the execution
of a counterpart hereof by each of the parties hereto and receipt by Second
Priority Collateral Trustee of written of such execution and authorization of
delivery thereof. This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
B. Severability. In case any provision in or obligation hereunder shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
C. Reference to Security Agreement. On and after the date this Amendment
becomes effective, each reference in the Security Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import referring to the
Security Agreement, and each reference in the other Second Priority Collateral
Documents to the "Security Agreement", "thereunder", "thereof" or words of like
import referring to the Security Agreement shall mean and be a reference to the
Security Agreement as amended by this Amendment.
D. Effect on Other Agreements. Except as specifically amended by this
Amendment, the Security Agreement and the other Second Priority Collateral
Documents shall remain in full force and effect and are hereby ratified and
confirmed.
E. Headings. Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or
be given any substantive effect.
F. Applicable Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
[The remainder of this page is intentionally left blank.]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WILMINGTON TRUST COMPANY, as Second Priority
Collateral Trustee,
By
-------------------------------------
Name:
Title:
EACH OF THE SUBSIDIARIES LISTED ON
SCHEDULE I HERETO, as Grantors,
By
-------------------------------------
Name:
Title:
THRIFTY PAYLESS, INC., as Grantor,
By
-------------------------------------
Name:
Title:
4
Schedule I
Subsidiaries
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇ Inc.
1740 Associates, L.L.C.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Inc.
5277 Associates, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇ Superior Properties, Inc.
▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇- ▇▇▇▇▇▇, ▇▇▇▇, LLC
▇▇▇ & Government Streets - Mobile, Alabama, LLC
Apex Drug Stores, Inc.
Baltimore/Annapolis Boulevard and Governor Richie Highway-Glen Burnie, Maryland,
LLC
Broadview and Wallings- Broadview Heights Ohio, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇, ▇▇, LLC
Dominion Action Four Corporation
Dominion Action One Corporation
Dominion Action Three Corporation
Dominion Action Two Corporation
Dominion Drug Stores Corp.
Drug Fair of PA, Inc.
Drug Fair, Inc.
Eagle Managed Care Corp.
Eighth and Water Streets - Urichsville, Ohio, LLC
England Street-Asheland Corporation
Fairground, L.L.C.
GDF, Inc.
Gettysburg and Hoover-Dayton, Ohio, LLC
Gratiot & Center - Saginaw Township, Michigan, LLC
Harco, Inc.
K & B Alabama Corporation
K & B Louisiana Corporation
K & B Mississippi Corporation
K & B Services, Incorporated
K & B Tennessee Corporation
K & B, Incorporated
K&B Florida Corporation
K&B Texas Corporation
Keystone Centers, Inc.
▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Corporation
▇▇▇▇▇▇▇▇ & Chillicothe Roads - Chesterland, LLC
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC
Name Rite, L.L.C.
Northline & ▇▇▇ - ▇▇▇▇▇▇ - Southgate, LLC
Ocean Acquisition Corporation
P.L.D. Enterprises, Inc.
▇▇▇▇▇▇ Drive and Navy Boulevard Property Corporation
Paw Paw Lake Road & Paw Paw Avenue - Coloma, Michigan, LLC
PDS-1 Michigan, Inc.
Perry Distributors, Inc.
Perry Drug Stores, Inc.
PL Xpress, Inc.
Portfolio Medical Services Inc.
Rack Rite Distributors, Inc.
Ram-Utica, Inc.
RDS Detroit, Inc.
Read's Inc.
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs. Corp.
Rite Aid of Alabama, Inc.
Rite Aid of Connecticut, Inc.
Rite Aid of Delaware, Inc.
Rite Aid of Florida, Inc.
Rite Aid of Georgia, Inc.
Rite Aid of Illinois, Inc.
Rite Aid of Indiana, Inc.
Rite Aid of Kentucky, Inc.
Rite Aid of Maine, Inc.
Rite Aid of Maryland, Inc.
Rite Aid of Massachusetts, Inc.
Rite Aid of Michigan, Inc.
Rite Aid of New Hampshire, Inc.
Rite Aid of New Jersey, Inc.
Rite Aid of New York, Inc.
Rite Aid of North Carolina, Inc.
Rite Aid of Ohio, Inc.
Rite Aid of Pennsylvania, Inc.
Rite Aid of South Carolina, Inc.
Rite Aid of Tennessee, Inc.
Rite Aid of Vermont, Inc.
Rite Aid of Virginia, Inc.
Rite Aid of Washington, D.C., Inc.
Rite Aid of West Virginia, Inc.
6
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Services, L.L.C.
Rite Aid Transport, Inc.
Rite Aid Venturer #1, Inc.
Rite Fund, Inc.
Rite Investments Corp.
Rx Choice, Inc.
Seven Mile and Evergreen - Detroit, LLC
Silver Springs Road - Baltimore, Maryland/One, LLC
Silver Springs Road - Baltimore, Maryland/Two, LLC
Sophie One Corp.
State & Fortification Streets - Jackson, Mississippi, LLC
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇, ▇▇▇▇, LLC
Super Ice Cream Suppliers, Inc.
Super Pharmacy Network, Inc.
Super Tobacco Distributors, Inc.
The Lane Drug Company
The ▇▇▇▇ Company
Thrifty Corporation
Thrifty PayLess, Inc.
Tyler and ▇▇▇▇▇▇▇ Roads, Birmingham - Alabama, LLC
Virginia Corporation
W. R. A. C., Inc.
7
Exhibit I
Schedule A
To the Second Priority
Subsidiary Security Agreement
SUBSIDIARY GUARANTORS
Subsidiary Guarantors
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, LLC
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇ Inc.
1740 Associates, L.L.C.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇ Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Inc.
5277 Associates, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇ Superior Properties, Inc.
▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇- ▇▇▇▇▇▇, ▇▇▇▇, LLC
▇▇▇ & Government Streets - Mobile, Alabama, LLC
Apex Drug Stores, Inc.
Baltimore/Annapolis Boulevard and Governor Richie Highway-Glen Burnie, Maryland,
LLC
Broadview and Wallings- Broadview Heights Ohio, Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇, ▇▇, LLC
Dominion Action Four Corporation
Dominion Action One Corporation
Dominion Action Three Corporation
Dominion Action Two Corporation
Dominion Drug Stores Corp.
Drug Fair of PA, Inc.
Drug Fair, Inc.
Eagle Managed Care Corp.
Eighth and Water Streets - Urichsville, Ohio, LLC
England Street-Asheland Corporation
Fairground, L.L.C.
GDF, Inc.
Gettysburg and Hoover-Dayton, Ohio, LLC
Gratiot & Center - Saginaw Township, Michigan, LLC
Harco, Inc.
K & B Alabama Corporation
K & B Louisiana Corporation
K & B Mississippi Corporation
K & B Services, Incorporated
8
K & B Tennessee Corporation
K & B, Incorporated
K&B Florida Corporation
K&B Texas Corporation
Keystone Centers, Inc.
Lakehurst and Broadway Corporation
▇▇▇▇▇▇▇▇ & Chillicothe Roads - Chesterland, LLC
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC
Name Rite, L.L.C.
Northline & ▇▇▇ - ▇▇▇▇▇▇ - Southgate, LLC
Ocean Acquisition Corporation
P.L.D. Enterprises, Inc.
▇▇▇▇▇▇ Drive and Navy Boulevard Property Corporation
Paw Paw Lake Road & Paw Paw Avenue - Coloma, Michigan, LLC
PDS-1 Michigan, Inc.
Perry Distributors, Inc.
Perry Drug Stores, Inc.
PL Xpress, Inc.
Portfolio Medical Services Inc.
Rack Rite Distributors, Inc.
Ram-Utica, Inc.
RDS Detroit, Inc.
Read's Inc.
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs. Corp.
Rite Aid of Alabama, Inc.
Rite Aid of Connecticut, Inc.
Rite Aid of Delaware, Inc.
Rite Aid of Florida, Inc.
Rite Aid of Georgia, Inc.
Rite Aid of Illinois, Inc.
Rite Aid of Indiana, Inc.
Rite Aid of Kentucky, Inc.
Rite Aid of Maine, Inc.
Rite Aid of Maryland, Inc.
Rite Aid of Massachusetts, Inc.
Rite Aid of Michigan, Inc.
Rite Aid of New Hampshire, Inc.
Rite Aid of New Jersey, Inc.
Rite Aid of New York, Inc.
9
Rite Aid of North Carolina, Inc.
Rite Aid of Ohio, Inc.
Rite Aid of Pennsylvania, Inc.
Rite Aid of South Carolina, Inc.
Rite Aid of Tennessee, Inc.
Rite Aid of Vermont, Inc.
Rite Aid of Virginia, Inc.
Rite Aid of Washington, D.C., Inc.
Rite Aid of West Virginia, Inc.
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Services, L.L.C.
Rite Aid Transport, Inc.
Rite Aid Venturer #1, Inc.
Rite Fund, Inc.
Rite Investments Corp.
Rx Choice, Inc.
Seven Mile and Evergreen - Detroit, LLC
Silver Springs Road - Baltimore, Maryland/One, LLC
Silver Springs Road - Baltimore, Maryland/Two, LLC
Sophie One Corp.
State & Fortification Streets - Jackson, Mississippi, LLC
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇, ▇▇▇▇, LLC
Super Ice Cream Suppliers, Inc.
Super Pharmacy Network, Inc.
Super Tobacco Distributors, Inc.
The Lane Drug Company
The ▇▇▇▇ Company
Thrifty Corporation
Thrifty PayLess, Inc.
Tyler and ▇▇▇▇▇▇▇ Roads, Birmingham - Alabama, LLC
Virginia Corporation
W. R. A. C., Inc.
