-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYKmckztz6QorEE7BQdKPP6QsG02uWZ8w3Tv120KuCZgVCz7+odLPB3RUKq/mtBS etssG0cpMv9+7nuaQIK60Q== 0000950172-03-000311.txt : 20030206 0000950172-03-000311.hdr.sgml : 20030206 20030206171458 ACCESSION NUMBER: 0000950172-03-000311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030206 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RITE AID CORP CENTRAL INDEX KEY: 0000084129 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 231614034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0302 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05742 FILM NUMBER: 03543061 BUSINESS ADDRESS: STREET 1: 30 HUNTER LANE CITY: CAMP HILL OWN STATE: PA ZIP: 17011 BUSINESS PHONE: 7177612633 MAIL ADDRESS: STREET 1: PO BOX 3165 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: LEHRMAN LOUIS & CO DATE OF NAME CHANGE: 19680510 FORMER COMPANY: FORMER CONFORMED NAME: RACK RITE DISTRIBUTORS DATE OF NAME CHANGE: 19680510 8-K 1 s726827.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 6, 2003 (February 5, 2003) RITE AID CORPORATION ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5742 23-1614034 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 30 Hunter Lane, Camp Hill, Pennsylvania 17011 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (717) 761-2633 ----------------------- None ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On February 6, 2003, Rite Aid Corporation issued a press release announcing the terms of an offering of $300 million ($100 million more than previously announced) of its 9.5% senior secured notes due 2011. The transaction is expected to close on February 12, 2003. In conjunction with the offering, Rite Aid will redeem all $149.5 million aggregate principal amount of its senior secured (shareholder) notes due 2006. The net proceeds of the offering will be used to retire $118.6 million of its 6.0% fixed-rate senior notes due 2005 and for general corporate purposes, which may include capital expenditures and additional repayments or repurchases of its outstanding indebtedness. The notes due 2011 have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption of registration requirements. On February 5, 2003, Rite Aid received the necessary consents to certain amendments of its senior credit facility and synthetic lease facility in order to issue the notes. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 10.1 Form of Amendment No.4 to the Senior Credit Agreement, dated as of February 6, 2003, among Rite Aid Corporation, the Banks (as defined therein), Citicorp USA, Inc., as a Swingline Bank, as Issuing Bank and as an Administrative Agent for the Banks, Citicorp USA, Inc., as Collateral Agent for the Banks, and JPMorgan Chase Bank, Credit Suisse First Boston and Fleet Retail Finance, Inc., as Syndication Agents. 99.1 Registrant's Press Release, dated February 6, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RITE AID CORPORATION Dated: February 6, 2003 By: /s/ Robert B. Sari ----------------------------------- Name: Robert B. Sari Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description 10.1 Form of Amendment No.4 to the Senior Credit Agreement, dated as of February 6, 2003, among Rite Aid Corporation, the Banks (as defined therein), Citicorp USA, Inc., as a Swingline Bank, as Issuing Bank and as an Administrative Agent for the Banks, Citicorp USA, Inc., as Collateral Agent for the Banks, and JPMorgan Chase Bank, Credit Suisse First Boston and Fleet Retail Finance, Inc., as Syndication Agents. 99.1 Registrant's Press Release dated February 6, 2003 EX-10 3 s2222.txt EXHIBIT 10.1 Exhibit 10.1 EXECUTION COPY AMENDMENT NO. 4 TO SENIOR CREDIT AGREEMENT AMENDMENT NO. 4, dated as of February 6, 2003 (this "Amendment"), to the SENIOR CREDIT AGREEMENT dated as of June 27, 2001 (as amended, supplemented or otherwise modified from time to time, the "Senior Credit Facility"), among RITE AID CORPORATION, a Delaware corporation ("Rite Aid" or the "Borrower"), the Banks (as defined in Article 1 thereof), CITICORP USA, INC. ("Citicorp USA"), as a Swingline Bank, as an Issuing Bank and as administrative agent for the Banks (in such capacity, the "Senior Administrative Agent"), Citicorp USA, as collateral agent for the Banks (in such capacity, the "Senior Collateral Agent") and JPMORGAN CHASE BANK, CREDIT SUISSE FIRST BOSTON and FLEET RETAIL FINANCE INC., as syndication agents (in such capacity, the "Syndication Agents"). RECITALS A. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Senior Credit Facility. B. The Borrower and the Banks are entering into this Amendment pursuant to Section 9.05(a) of the Senior Credit Facility. AGREEMENTS In consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Amendments to the Senior Credit Facility. The Senior Credit Facility is hereby amended as follows: (a) The Definitions Annex is amended by amending the definition of "Specified Debt Financings", for purposes of the Senior Credit Facility only, by inserting "; (vi) any Replacement Second Priority Debt or Replacement Senior Second Priority Debt" at the end of clause (v) thereof and by replacing the reference therein to "(vi)" with a reference to "(vii)". (b) Section 1.01 is amended by inserting the following definitions in the appropriate alphabetical order: 2 ""11.25% Senior Notes" means the 11.25% Senior Notes of the Borrower due 2008 issued pursuant to the Unsecured Note Indenture and any Registered Equivalent Notes issued in exchange therefor." ""February 2003 Note Indenture" means an Indenture to be entered into among Rite Aid, the Subsidiary Guarantors and the trustee named therein, relating to the February 2003 Notes." ""February 2003 Notes" means the Senior Secured Notes of Rite Aid due 2011 having terms (i) substantially as set forth in Annex A to the Fourth Amendment or (ii) that are not substantially less favorable to the Banks than those set forth in Annex A to the Fourth Amendment and issued pursuant to the February 2003 Note Indenture and any Registered Equivalent Notes issued in exchange therefor." ""Fourth Amendment" means Amendment No. 4 to this Agreement dated as of February 6, 2003." (c) Section 5.07(a) is amended by deleting the reference to "or" at the end of clause (ii), deleting clause (iii) thereof through the word "Agreement" and restating clause (A) thereof in its entirety as follows: "(A)(w) the Senior Loan Documents, (x) agreements with respect to Debt secured by Liens permitted by Section 5.15 restricting the ability to transfer or grant Liens on the assets securing such Debt, (y) agreements with respect to Additional Second Priority Debt, Replacement Second Priority Debt, Additional Senior Second Priority Debt or Replacement Senior Second Priority Debt (1) containing provisions described in clauses (i) and/or (ii) above that are not substantially more restrictive, taken as a whole, than those of the February 2003 Note Indenture when originally entered into or (2) requiring that such Debt be secured by assets in respect of which Liens are granted to secure other Debt (provided that in the case of any such assets subject to a Senior Lien, such Debt will be required to be secured only with a Second Priority Lien); provided, however, that the Second Priority Debt Documents relating to any such Debt may not contain terms requiring any Liens be granted with respect to Senior Collateral consisting of cash or Temporary Cash Investments pledged pursuant to Section 2.18(j) of this Agreement or Section 8 of the Senior Subsidiary Guarantee Agreement or otherwise required to be provided upon the occurrence of a default under any bank credit facility to secure obligations in respect of letters of credit issued thereunder and (z) agreements with respect to unsecured Debt governed by indentures or by credit agreements or note purchase agreements with institutional investors permitted by this Agreement containing terms that are not substantially more restrictive, taken as a whole, 3 than those of the Unsecured Note Indenture as in effect on the date of the Fourth Amendment." (d) Section 5.07(a) is further amended by (i) replacing the "and" immediately before the reference to "(F)" with a comma, (ii) inserting a reference in clause (F) thereof to ", the Shareholder Notes, the Indentures, the February 2003 Note Indenture when originally entered into" immediately following the reference therein to "the Exchange Note Documents", (iii) replacing the reference in clause (F) thereof to "Initial Borrowing Date" with a reference to "date of the Fourth Amendment" and (iv) inserting new clauses (G) and (H) as follows: ", (G) any restriction existing under agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted hereby, provided such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired and (H) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 5.21(a)(vii), Section 5.21(b) or Section 5.22(b), provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the Person or assets so acquired.". (e) Section 5.07(b) is amended in its entirety as follows: "(b) The Borrower will not, and will not permit any Subsidiary to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (i) make Restricted Payments in respect of any capital stock of such Subsidiary held by, or pay any Debt owed to, the Borrower or any other Subsidiary, (ii) make any Investment in the Borrower or any other Subsidiary, or (iii) transfer any of its assets to the Borrower or any other Subsidiary, except for (A) any restriction existing under (1) the Senior Loan Documents or existing on the date of the Fourth Amendment under the indenture governing the Shareholder Notes, the Unsecured Note Indenture, the Exchange Note Documents, the Synthetic Lease Documents, the Indentures or under the February 2003 Note Indenture when originally entered into, (2) the indenture or agreement governing any Replacement Senior Second Priority Debt or Replacement Second Priority Debt in respect of Debt set forth in clause (1) above, (3) the indenture or agreement governing any Additional Senior Second Priority Debt, provided the provisions thereof described in clauses (i), (ii) and (iii) above are not substantially more restrictive, taken as a whole, than those of the Synthetic Lease Documents (as in effect on the date of the Fourth Amendment) or (4) agreements with respect to Debt permitted by this Agreement containing provisions described in clauses (i), (ii) and (iii) above that are not substantially more restrictive, taken as a 4 whole, than those of the February 2003 Note Indenture when originally entered into or, alternatively, than those of the Unsecured Note Indenture (as in effect on the date of the Fourth Amendment), (B) customary non- assignment provisions in leases and other contracts entered into in the ordinary course of business, (C) as required by applicable law, (D) customary restrictions contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (E) any restriction existing under agreements relating to assets acquired by the Borrower or a Subsidiary in a transaction permitted hereby, provided such agreements existed at the time of such acquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (F) any restriction existing under any agreement of a Person acquired as a Subsidiary pursuant to Section 5.21(a)(vii), Section 5.21(b) or Section 5.22(b), provided any such agreement existed at the time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets other than the Person or assets so acquired and (G) agreements with respect to Debt secured by Liens permitted by Section 5.15 that restrict the ability to transfer the assets securing such Debt." (f) Section 5.07(e) is amended by (x) deleting clause (i)(B) thereof, replacing the reference in clause (i) to "(C)" with a reference to "(B)" and replacing the reference in clause (i) to "(D)" with a reference to "(C)" and (y) replacing the reference to "$150,500,000 in the aggregate" in clause (ii) thereof with the following: "an aggregate of $150,500,000 plus the amount, if any, of Shareholder Notes subject to Optional Debt Repurchases prior to February 28, 2004 under clause (i) of this paragraph (e), in each case". (g) Section 5.20(f) is amended by replacing the reference to "September 1, 2005" in clause (ii) therein with a reference to "December 31, 2008", and by revising the reference in clause (iii) therein to read in its entirety as follows: "(iii) the terms relating to amortization, convertibility and subordination (if any), and other material terms taken as a whole, of any such extending, refunding, refinancing or exchanging of Debt, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable to the Borrower and the Subsidiaries (or, in the case of subordination terms, to the Senior Bank Parties) than the terms, taken as a whole, of the agreements and instruments governing the Debt being extended, refunded, refinanced or exchanged; provided, however, that any such extending, refunding or refinancing Debt (x) may bear interest not in excess of the then applicable market rate and may have market call protection provisions, and (y) which extends, refunds or refinances unsecured Debt, may, in any event, have terms and provisions which, taken as a whole, are not materially less favorable to the Borrower and the Subsidiaries than those of the Unsecured Note Indenture (as in effect on the date of the Fourth Amendment), and". 5 (h) Each of Sections 5.20(g), 5.20(h), 5.20(i) and 5.20(o) is amended by replacing the reference to "April 1, 2006" in clause (y) therein with a reference to "December 31, 2008" and by replacing the reference to "no more restrictive" in clause (y) therein with a reference to "that are not substantially more restrictive, taken as a whole,". Section 2. Consents. The Banks, including for purposes of Section 7.01 of the Collateral Trust and Intercreditor Agreement, hereby (i) consent to one or more amendments of the Exchange Note Indenture and any notes issued thereunder (including any amendment not requiring the consent of the trustee thereunder or of the holders of the Exchange Notes), (ii) consent to one or more amendments of the indenture pursuant to which the Shareholder Notes were issued and the Shareholder Notes (including any amendment not requiring the consent of the trustee thereunder or the holders of the Shareholder Notes), in each case to the extent necessary to provide additional covenants and other terms substantively equivalent to any or all of the covenants and other terms contained in the February 2003 Note Indenture when originally entered into and (iii) confirm their consent to the prior issuance by the Borrower of the Shareholder Notes and waive any noncompliance with the Senior Credit Facility that may be deemed to have occurred as a result thereof. Section 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Banks, the Senior Administrative Agent and the Senior Collateral Agent that, as of the Amendment Effective Date (as defined below): (a) This Amendment has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms. (b) The representations and warranties set forth in Article IV of the Senior Credit Facility are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date). (c) After giving effect to the agreements herein, no Default has occurred and is continuing. Section 4. Effectiveness. This Amendment, other than Section 1(f) hereof, shall become effective on the first date (the "Amendment Effective Date") on which the Senior Administrative Agent shall have received 6 counterparts of this Amendment that, when taken together, bear the signatures of the Majority Banks, the Borrower and the Senior Administrative Agent. Section 1(f) of this Agreement shall become effective on the first date on which (i) the condition set forth in the immediately preceding sentence is satisfied and (ii) Rite Aid shall have issued the February 2003 Notes in an aggregate principal amount of not less than $150,000,000 and the indenture governing the February 2003 Notes shall have been executed and delivered and, unless the Majority Banks shall have otherwise consented, shall contain terms that are not substantially less favorable to the Banks than those set forth in Annex A to this Amendment (and shall be deemed to have become effective on such date immediately prior to any repurchase or redemption of the Shareholder Notes on such date that occurs prior to such issuance). Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. Section 6. Reference to Senior Credit Facility. Except as amended hereby, the Senior Credit Facility shall remain in full force and effect and is hereby ratified and confirmed in all respects. On and after the Amendment Effective Date, each reference in the Senior Credit Facility to "this Agreement", "hereunder", "hereof", "herein", or words of like import, and each reference to the Senior Credit Facility shall be deemed a reference to the Senior Credit Facility, as amended hereby, as the case may be. This Amendment shall constitute a "Senior Loan Document" for all purposes of the Senior Credit Facility and the other Senior Loan Documents. Section 7. Costs and Expenses. The Borrower agrees to reimburse the Senior Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Senior Administrative Agent. Section 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate 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. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. Section 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written. RITE AID CORPORATION, By:___________________________ Name: Title: CITICORP USA, INC., individually and as Senior Administrative Agent and Senior Collateral Agent, By: ------------------------------------ Name: Title: 8 AMENDMENT NO. 4 DATED AS OF FEBRUARY 6, 2003 TO THE RITE AID SENIOR CREDIT FACILITY To approve Amendment No. 4: Name of Institution: ----------------------------- by --------------------------- Name: Title: ANNEX A This Annex A summarizes the primary differences between the covenants and certain other provisions contained in the 11 1/4% Senior Notes due 2008 (the "11 1/4% Notes") of Rite Aid Corporation ("Rite Aid") and the covenants and other provisions to be contained in the Senior Secured Notes due 2011 (the "February 2003 Notes") of Rite Aid. Unless otherwise noted below, capitalized terms used herein and not otherwise defined have a substantially similar meaning to the meaning assigned to them in the Indenture under which the 11 1/4% Notes were issued. Rite Aid 's obligations under the February 2003 Notes will be guaranteed, subject to certain limitations, by Rite Aid's subsidiaries that guarantee Rite Aid's obligations under the Senior Credit Facility. The guarantees will be secured by second priority liens granted by the subsidiary guarantors on all their assets that secure Rite Aid's obligations under the Senior Credit Facility, subject to certain exceptions. The second priority liens will be shared with certain existing and future indebtedness and certain of such indebtedness will have priority over the February 2003 Notes in distributions of the collateral. The February 2003 Notes include additional provisions relating to the subsidiary guarantees, the security interests, the collateral and various agreements related to the foregoing. Covenants Limitation on Debt Substantially similar except that the February 2003 Notes permit additional Debt to be Incurred. In addition, under the February 2003 Notes (a) a number of "Permitted Debt" baskets permit such Debt by Subsidiaries that guarantee Rite Aid's obligations under the February 2003 Notes rather than Restricted Subsidiaries, (b) Rite Aid may not permit any Restricted Subsidiary that is not a Subsidiary guarantor to Incur any Debt if the proceeds are used, directly or indirectly, to Refinance any Debt of Rite Aid or any Subsidiary guarantor, (c) Rite Aid may not, and may not permit any Subsidiary guarantor to, Incur, directly or indirectly, any Debt sharing the collateral on a first priority basis that is subordinate or junior in right of payment to any other Debt of Rite Aid or any Subsidiary guarantor and (d) certain reclassifications of indebtedness are not deemed Incurrences of indebtedness. Limitation on Restricted Payments Substantially similar, but the reference date is reset to the issue 2 date of the February 2003 Notes. Also, under the February 2003 Notes an Investment with Rite Aid Common Stock is a Permitted Investment. Limitation on Liens The 11 1/4% Notes permit Liens (other than Permitted Liens) only if the 11 1/4% Notes will be secured by such Lien equally and ratably with (or prior to) all other Debt secured by such Lien. The February 2003 Notes prohibit Liens, other than Permitted Liens. In addition, if Rite Aid or any Subsidiary guarantor creates any additional Lien upon any Property to secure any Debt sharing collateral with the February 2003 Notes, it must concurrently grant a second priority Lien (subject to Permitted Liens) upon such Property as security for the February 2003 Notes or Subsidiary guarantees of the February 2003 Notes (except (a) as currently required by the 12.5% Senior Secured Notes due 2006 of Rite Aid (the "12.5% Notes") and the Senior Secured (Shareholder) Notes due 2006 of Rite Aid (the "Shareholder Notes") with respect to proceeds of certain collateral dispositions and (b) to the extent such Property constitutes cash or cash equivalents securing only letter of credit obligations under Credit Facilities following a default). In addition, the aggregate amount of secured obligations that may share the collateral on a senior basis to the February 2003 Notes is limited to $2,700 million and the aggregate amount of secured Debt permitted under the $2,900 million general Debt baskets is reduced by the amount of February 2003 Notes, 12.5% Notes and Shareholder Notes outstanding. These limits may fluctuate based upon fluctuations of the principal Debt basket (substantially as under the 11 1/4% Notes). Under the February 2003 Notes, Rite Aid will not, and will not permit any of its Subsidiaries to, secure any public Debt with a Lien on collateral securing the February 2003 Notes unless the Lien is pari passu with the first priority obligations or with the February 2003 Notes (i.e., not layered between them). The definition of Permitted Liens is substantially similar except that any Property securing Debt under the principal Debt baskets must also secure the February 2003 Notes on a second priority basis and any Property securing the 12.5% Notes or Shareholder Notes must also secure the February 2003 Notes on an equal and ratable basis. 3 Limitation on Asset Sales Substantially similar except that the and Specified Collateral February 2003 Notes provide that (a) Dispositions to the extent the proceeds from specified collateral dispositions will be allocated pursuant to the terms of any other second priority debt obligations to Repay or provide for the Repayment of such second priority Debt obligations, a pro rata portion of such proceeds must be allocated to Repay the February 2003 Notes pursuant to an asset sales prepayment offer and (b) if the assets that were the subject of an asset disposition constituted collateral and Rite Aid reinvests in Additional Assets or Expansion Capital Expenditures, then such Additional Assets must be pledged as collateral or the improved assets subject to the Expansion Capital Expenditures must constitute collateral, in each case securing the February 2003 Notes or Subsidiary guarantees of the February 2003 Notes. Limitation on Restrictions Substantially similar, but the on Distributions from reference date is reset to the issue Restricted Subsidiaries date of the February 2003 Notes. Limitation on Substantially similar. Transactions with Affiliates Limitation on Sale and Substantially similar. Leaseback Transactions Designation of Restricted Substantially similar. and Unrestricted Subsidiaries Guarantees by Unlike the 11 1/4% Notes, under the Subsidiaries February 2003 Notes (a) Rite Aid will cause each Subsidiary that becomes or is a party to the senior subsidiary guarantee agreement or the second priority subsidiary guarantee agreement or an obligor with respect to any of the Debt sharing collateral with the February 2003 Notes (except for certain foreign Subsidiaries) to become a Subsidiary guarantor of the February 2003 Notes by becoming a party to the second priority subsidiary guarantee agreement and the collateral trust and intercreditor agreement, (b) the requirement that a Restricted Subsidiary guaranteeing Debt of Rite Aid also guarantee the 4 February 2003 Notes is subject to fewer exceptions and (c) no Subsidiary guarantor of the February 2003 Notes may guarantee, directly or indirectly, (1) any Debt of Rite Aid that is subordinate or junior in right of payment to any other Debt of Rite Aid unless such guarantee is expressly subordinate in right of payment to its Subsidiary guarantee of the February 2003 Notes or (2) any Debt of Rite Aid other than first priority obligations unless such guarantee is expressly subordinate in right of payment to or ranks pari passu with, the Subsidiary guarantee of such Subsidiary guarantor. Additional Security If Rite Aid or any Subsidiary executes Documents and delivers in respect of any Property any documents or instruments to secure Debt or other obligations that at the time share collateral with the February 2003 Notes, then Rite Aid will, or will cause such Subsidiary to, execute and deliver substantially identical documents or instruments in order to vest in the second priority collateral trustee a perfected second priority security interest (subject to Permitted Liens and the collateral trust and intercreditor agreement) in such Property for the benefit of the second priority collateral trustee on behalf of the holders of the February 2003 Notes. Merger, Consolidation and Substantially similar except that Sale of Property under the February 2003 Notes, in addition to Rite Aid, similar but less restrictive provisions apply to Subsidiary guarantors of the February 2003 Notes. Events of Default Substantially similar except that under the February 2003 Notes, an Event of Default includes (a) any Subsidiary guarantee ceasing to be in full force and effect and such default continues for 10 days after notice or any Subsidiary guarantor denies or disaffirms its obligations under its Subsidiary guarantee, (b) the material impairment of the security interests under the second priority collateral documents or any security interest being declared invalid or unenforceable or Rite Aid or any of its Subsidiaries asserting, in any court of competent jurisdiction, that any such security interest is invalid or unenforceable (subject to certain exceptions) and (c) an event of 5 default under the provision of the 12.5% Notes that are similar to (a) and (b) above so long as the 12.5% Notes are outstanding. Change of Control Put Substantially similar. Redemption Substantially similar (the February 2003 Notes may be redeemed within the first four years of the issuance of such Notes at a specified "make-whole" premium; after four years, the February 2003 Notes may be redeemed at declining redemption prices). Any redemption price, whether by make-whole, equity offering or otherwise may differ from the redemption prices included in the 11 1/4% Notes. Amendment Substantially similar except that under the February 2003 Notes, these provisions also relate to collateral documents and releases of collateral and guarantees and the holders of the February 2003 Notes will be deemed to consent to certain amendments, including amendments of the agreements governing the collateral and the guarantees granted by the Subsidiaries and releases of guarantees and collateral. EX-99 4 s2011priced.txt EXHIBIT 99.1 Exhibit 99.1 INVESTORS: MEDIA: John Standley Karen Rugen (717) 214-8857 (717) 7307766 Kevin Twomey (717) 731-6540 or investor@riteaid.com FOR IMMEDIATE RELEASE RITE AID PRICES OFFERING OF SENIOR SECURED NOTES DUE 2011 CAMP HILL, PA, February 6, 2003 -- Rite Aid Corporation (NYSE, PCX: RAD) announced today the terms of an offering of $300 million ($100 million more than previously announced) of its 9.5% senior secured notes due 2011. The transaction is expected to close on February 12, 2003. In conjunction with the offering, Rite Aid will redeem all $149.5 million aggregate principal amount of its senior secured (shareholder) notes due 2006. The net proceeds will be used to retire $118.6 million of its 6.0% fixed-rate senior notes due 2005 and for general corporate purposes, which may include capital expenditures and additional repayments or repurchases of its outstanding indebtedness. The notes due 2011 have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption of registration requirements. ### -----END PRIVACY-ENHANCED MESSAGE-----