Exhibit 4.19
AMENDMENT NO. 4
Dated as of October 25, 1999
to
MASTER LEASE AND SECURITY AGREEMENT
between
Rite Aid Realty Corp.
and
Sumitomo Bank Leasing and Finance, Inc.
Amendment No. 4, dated as of October 25, 1999 ("Amendment No. 4"),
between Sumitomo Bank Leasing and Finance, Inc., a Delaware corporation, as
lessor ("Lessor"), and Rite Aid Realty Corp., a Delaware corporation, as
lessee ("Lessee"), amending the Lease referred to below.
WHEREAS, Lessor and Lessee have heretofore entered into a Master
Lease and Security Agreement, dated as of May 30, 1997, as amended by
Amendment No. 1, dated as of March 11, 1998, and as further amended by
Amendment No. 2, dated as of June 22, 1998, and as further amended by
Amendment No. 3, dated as of May 26, 1999 (as so amended, the "Lease"); and
WHEREAS, Lessor and Lessee wish to further amend the Lease as
hereinafter provided;
NOW, THEREFORE, Lessor and Lessee hereby agree as follows:
Section 1. Amendments to the Lease.
(a) Appendix 2 to the Lease is hereby amended by deleting the
reference to 0.10% in Paragraph (i) of Section (A) thereof and inserting in
lieu thereof "0.450%".
(b) Appendix 2 to the Lease is hereby further amended by deleting
the tables set forth under the headings "Determination of Lessor Applicable
Margin and Liquidity Applicable Margin" and "Determination of Lessor
Commitment Fee and Liquidity Commitment Fee", respectively, and inserting
in lieu thereof the following:
[TABLES OMITTED]
Section 3. Representations and Warranties. The Lessee
represents and warrants to the Liquidity Agent that:
(a) The execution, delivery and performance of this Amendment
No. 4 and any related documents executed in connection with this Amendment
No. 4, including, without limitation, Amendment No. 1 to the Guaranty,
dated as of the date hereof, from the Guarantor to the Lessor (the
"Amendment to Guaranty") and any documents and certificates furnished
pursuant hereto (collectively, the "Amendment Documents") and the
performance of the Lease, as amended by the Amendment Documents, have been
duly authorized by all necessary action of the Lessee. The Amendment
Documents have been duly executed and delivered by the Lessee and each
Amendment Document and the Lease, as amended by the Amendment Documents,
constitutes a legal, valid and binding obligation of the Lessee,
enforceable according to its terms, subject, as to enforceability, to
applicable bankruptcy, insolvency and similar laws affecting creditors'
rights generally and to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law);
(b) The representations and warranties made under Section 6.2
of the Lease are true and correct with the same force and effect as though
made on and as of the date hereof and after giving effect to the Amendment
Documents, except (i) to the extent that such representations and
warranties expressly relate to an earlier date such representations and
warranties were true and correct on and as of such earlier date and (ii)
with respect to the representation set forth in Section 6.2(d) of the
Lease, such representation is true and correct on and as of the date hereof
as if made on and as of the date hereof except to the extent set forth in
the Guarantor's 1999 Annual Report on Form 10-K for the fiscal year ended
February 27, 1999; and
(c) No Default or Event of Default has occurred and is
continuing, or will result from the execution, delivery or performance of
the Amendment Documents, the performance of the Lease, as amended by the
Amendment Documents, or the consummation of the transactions contemplated
hereby.
Section 4. Conditions Precedent. As a condition precedent to
the effectiveness of this Amendment No. 4, the Liquidity Agent shall have
received the following items in form and substance satisfactory to it:
(a) fully executed counterparts of (i) this Amendment No. 4;
(ii) Amendment to Guaranty and (iii) the Fee Agreement, dated as of the
date hereof, between the Lessee and the Liquidity Agent (the "Fee
Agreement");
(b) a fully executed counterpart of the PCS Pledge Agreement
and the xxxxxxxxx.xxx Pledge Agreement (as such terms are defined in the
Credit Agreement) showing a lien for the benefit of the Collateral Agent
and the Secured Parties under the Intercreditor Agreement.
(c) any and all fees payable to the Lessor, the Liquidity
Providers and the Liquidity Agent in connection with this Amendment No. 4,
including, without limitation, the fees payable under the Fee Agreement,
together with all costs and expenses incurred by the Liquidity Agent in
connection with the preparation, execution and delivery of the Amendment
Documents;
(d) an executed, witnessed and notarized copy of the Mortgage,
Security Agreement and Fixture Filing, dated as of October 25, 1999 between
the Lessor and the Lessee (the "Maryland Mortgage") together with duly
executed UCC-1 Financing Statements;
(e) evidence satisfactory to the Liquidity Agent that the
Maryland Mortgage has been duly recorded in the real property records of
Harford County, Maryland, including, without limitation, evidence of the
payment and satisfaction of all Impositions in connection therewith;
(f) evidence satisfactory to the Liquidity Agent that the UCC
Financing Statement covering the Lessee's Equipment and Systems located in
Maryland has been duly filed with the Department of Taxation and Assessment
of the State of Maryland and any appropriate counties thereof, including,
without limitation, evidence of the payment and satisfaction of all
Impositions in connection therewith;
(g) a legal opinion addressed to the Liquidity Agent from the
Lessee's special Maryland counsel in form and substance satisfactory to the
Liquidity Agent and its
counsel;
(h) certificates from the Secretary of State of the State of
Delaware evidencing the good standing each of the Lessee and the Guarantor;
(i) a certificate from the Secretary or an Assistant Secretary
of the Lessee certifying (i) as to the incumbency and signature of the
officer of the Lessee to execute and deliver the Amendment Documents to
which it is a party, (ii) that the charter and by-laws of the Lessee are in
full force and effect and have not been amended or modified since the date
last delivered to the Liquidity Agent, and (iii) that attached thereto is a
true and complete copy of the resolutions of the Boards of Directors of the
Lessee authorizing the execution, delivery and performance of the Amendment
Documents, the performance of the Lease, as amended by the Amendment
Documents, and the transactions contemplated thereby, together with a
certification by another officer of the Lessee as to the incumbency and
signature of such Secretary or Assistant Secretary;
(j) a certificate from a Responsible Officer of the Lessee,
certifying that, to the best knowledge of such officer, the representations
and warranties contained in Section 6.2 of the Lease are true and correct
on and as of the date of such certificate and after giving effect to the
Amendment Documents and that no Default or Event of Default has occurred or
is continuing or would result from the execution, delivery and performance
of the Amendment Documents or the performance of the Lease, as amended by
the Amendment Documents;
(k) a legal opinion addressed to the Liquidity Agent from the
outside or General Counsel to the Lessee and the Guarantor as to the due
authorization, execution and binding effect of the Amendment Documents, and
the Lease and the Guaranty, as amended by the Amendment Documents, in form
and substance satisfactory to the Liquidity Agent and its counsel; and
(l) such other documents, instruments, certificates and
information as the Liquidity Agent on behalf of itself and/or the other
Required Participants may request.
Section 5. Counterparts. This Amendment No. 4 may be executed
in several counterparts, each of which when executed and delivered shall be
deemed an original and all of which counterparts, taken together, shall
constitute but one and the same Amendment No. 4.
Section 6. Governing Law. THIS AMENDMENT NO. 4 SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
Section 7. Continuing Effect. Except as herein provided, all provisions,
terms and conditions of the Lease shall remain in full force and effect. As
amended hereby, the Lease is ratified and confirmed in all respects.
[Remainder of this page left intentionally blank. Signatures begin
on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to
be duly executed as of the date first above written.
RITE AID REALTY CORP.,
as Lessee
By:__________________________________
Name:
Title:
SUMITOMO BANK LEASING AND FINANCE, INC., as
Lessor
By:__________________________________
Name:
Title:
