EXHIBIT 4.4
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RITE AID CORPORATION
and
XXXXXX TRUST AND SAVINGS BANK
as Trustee
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SUPPLEMENTAL INDENTURE
Dated as of February 3, 2000
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To
The Indenture Dated as of December 21, 1998
Between Rite Aid Corporation
and
Xxxxxx Trust and Savings Bank, as Trustee,
Relating to $200,000,000 5.50% Notes due 2013
$200,000,000 6% Notes due 2005
$150,000,000 6.125% Notes due 2008
$150,000,000 6.875% Debentures due 2028
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SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is
dated as of February 3, 2000, between Rite Aid Corporation, a Delaware
corporation (the "Company"), and Xxxxxx Trust and Savings Bank, an Illinois
banking corporation, as trustee (the "Trustee").
WHEREAS, the Company has issued its 5.50% Notes due 2013, 6% Notes
due 2005, 6.125% Notes due 2008 and 6.875% Debentures due 2028
(collectively, the "Notes"), pursuant to an Indenture between the Company
and the Trustee dated as of December 21, 1998 (the "Indenture"); and
WHEREAS, Section 9.02 of the Indenture provides that, with the
required consent of the Holders, the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may amend certain
provisions of the Indenture and enter into a supplemental indenture to
evidence such amendment; and
WHEREAS, on January 7, 2000, the Executive Committee of the Board
of Directors of the Company authorized and approved the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, as required by Section 9.02 of the Indenture, the Company
has received the required consent from the Holders to the substance of
certain amendments to the Indenture as set forth herein; and
WHEREAS, Section 9.04 of the Indenture provides, among other
things, that a supplemental indenture shall form a part of the Indenture
for all purposes and that all the Holders shall be bound thereby.
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1. Amendment to the Indenture. Section 7.04 of the
Indenture is hereby amended and restated in its entirety as follows:
The Company shall file with the Trustee and the Commission, and
transmit to the Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at times and in the manner provided
pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 30 days after the same is so required to
be filed with the Commission; provided, however, that the Company
may delay the filing required pursuant to the Exchange Act of the
Quarterly Report on Form 10-Q for the fiscal quarter ended
November 27, 1999 and the Annual Report on Form 10-K for the
fiscal year ended February 26, 2000 until no later than July 11,
2000 and may file copies of the same with the Trustee within 30
days after such reports are actually filed with the Commission. In
the event the Company is not subject to Section 13 or 15(d) of the
Exchange Act, it shall file with the Trustee upon request the
information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.
Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information
contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers' Certificates).
Section 2. Effect of Supplemental Indenture. Upon the execution
and delivery of this Supplemental Indenture by the Company and the Trustee,
the Indenture shall be supplemented in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Securities heretofore or hereafter authenticated and
delivered under the Indenture shall be bound thereby.
Section 3. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full
force and effect.
Section 4. Indenture and Supplemental Indenture Construed
Together. This Supplemental Indenture is an indenture supplemental to and
in implementation of the Indenture, and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
Section 5. Conflict with Trust Indenture Act. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act of 1939, as amended (the "TIA") that
is required under the TIA to be part of and govern any provision of this
Supplemental Indenture, the provision of the TIA shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, the provision of the TIA
shall be deemed to apply to the Indenture as so modified or to be excluded
by this Supplemental Indenture, as the case may be.
Section 6. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 7. Terms Defined in the Indenture. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in
the Indenture.
Section 8. Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.
Section 9. Successors. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 10. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness.
Section 11. Certain Duties and Responsibilities of the Trustee. In
entering into this Supplemental Indenture, the Trustee shall be entitled to
the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or
not elsewhere herein so provided.
Section 12. Governing Law. This Supplemental Agreement shall be
construed and interpreted in accordance with the laws of the State of New
York, without regard to conflicts of law principles.
Section 13. Counterpart Originals. The parties may sign any number
of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
and year first above written.
RITE AID CORPORATION
(SEAL)
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Senior Executive
Vice-President
Attest:
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Executive Vice-President
and Secretary
XXXXXX TRUST AND SAVINGS BANK
(SEAL)
By: /s/ X. Xxxxxxxxx
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Name: X. Xxxxxxxxx
Title: Vice President
Attest:
By: /s/ X. X. Xxxxxxx
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Name: X. X. Xxxxxxx
Title: Assistant Secretary
