Exhibit 4.13
AMENDMENT NO. 1
Dated as of June 22, 1998
to
MASTER LEASE AND SECURITY AGREEMENT
between
Rite Aid Realty Corp.
and
RAC Leasing LLC
Amendment No. 1, dated as of June 22, 1998 ("Amendment No.
1"), between RAC Leasing LLC, a Wyoming limited liability
company, 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 March 19, 1998
(the "Lease"); and
WHEREAS, Lessor and Lessee wish to amend the Lease as
hereinafter provided;
NOW, THEREFORE, Lessor and Lessee hereby agree as follows:
1. Section 7.4 of the Lease is hereby amended by adding a
new subsection (b) thereto as follows:
"(b) Surety Fee. The Lessee shall pay to the
Lessor for the period (including any portion
thereof when the Lessor's obligations pursuant
to Section 3.1 are suspended by reason of the
Lessee's inability to satisfy any condition of
Article IV), commencing on July 15, 1998 and
ending on the Final Payment Date, a surety fee
(the "Surety Fee") as set forth in Appendix 2
hereof."
2. Section 31.1(b) of the Lease is hereby amended by
deleting clause (iv) of subsection (b) thereof and inserting in
its place the following:
"(iv) all Transaction Expenses incurred by the
Lessor, the Receivable Purchaser, the Collateral
Agent, the Conduits, the Liquidity Agent, the
Liquidity Providers and the Surety Providers in
respect of enforcement of any of their rights or
remedies against the Lessee or the Guarantor in
respect of the Operative Documents."
3. Annex 1 to the Lease, consisting of the Description of
Initial Leased Assets, is amended to read in its entirety as set
forth in Annex 1 to this Amendment No.
1.
4. Appendix 1 to the Lease, Definitions and Interpretations
is hereby amended as follows:
(a a new defined term "Eligible Assignee" is
added in the appropriate alphabetical order as
follows:
""Eligible Assignee" means any bank or financial
institution that, at the time it becomes a party to
the Liquidity Asset Purchase Agreement and the
Committed Loan Agreement, has a short-term debt
rating of at least A-1 by S&P and at least P-1 by
▇▇▇▇▇'▇."
(b) the definition of the term "Indemnitee" is
hereby deleted in its entirety and the
following is inserted in its place:
""Indemnitee" means the Lessor, the Liquidity Agent,
each Liquidity Provider, each Conduit, the Receivable
Purchaser, each Lender, the Collateral Agent, each
Surety Provider and each of their respective
successors, assigns, directors, shareholders,
partners, members, officers, employees and agents."
(c) the definition of the term "Operative
Documents" is hereby amended by deleting the
word "and" after item (p) thereof, and
inserting the following: "(r) each Surety Bond;
(s) Assignment of Ground Lease, dated as of
June 22, 1998 between Thrifty Payless, Inc. and
Lessor; (t) Memorandum of Lease, Leasehold Deed
of Trust and Security Agreement, dated as of
June 22, 1998 between Lessor and Rite Aid
Realty Corp; and (u) Assignment of Lease, made
as of June 22, 1998 by Lessor, as Assignor to
the Collateral Agent." (d) a new defined term
"Surety Bond" is added in the appropriate
alphabetical order as follows:
""Surety Bond" means each surety bond issued by a
Surety Provider for the benefit of a Conduit."
(e) a new defined term "Surety Provider" is
added in the appropriate alphabetical order as
follows:
""Surety Provider" means each of Ambac Assurance
Corporation and any other provider of a Surety Bond for
the benefit of a Conduit."
(f) the definition of the term "Transaction
Expenses" is hereby amended by deleting
subsections (b) and (c) thereof in their
entirety and inserting in their place the
following:
"(b) the reasonable fees, out-of-pocket expenses and
disbursements of any law firm or other external
counsel, and (without duplication) the reasonable
allocated cost of internal legal services and all
disbursements of internal counsel of the Lessor, the
Receivable Purchaser, the Collateral Agent, the
Conduits, the Liquidity Agent, the Lenders, the
Liquidity Providers and the Surety Providers in
connection with (1) any amendment, supplement, waiver
or consent with respect to any Operative Documents
requested or approved by the Lessee and (2) any
enforcement of any rights or remedies against the
Lessee or the Guarantor or any Affiliate thereof in
respect of the Operative Documents;
(c) any other reasonable fees, out-of-pocket expenses,
disbursements or cost of the Lessor, the Receivable
Purchaser, the Collateral Agent, the Conduits, the
Liquidity Agent, the Lenders, the Liquidity Providers
and the Surety Providers related to the Operative
Documents or any of the other transaction documents;"
5. Appendix 2 to the Lease is hereby amended by adding a
new section as follows:
"Surety Fee
The Lessee shall pay on each Scheduled Payment Date,
beginning on July 15, 1998 and ending on the Final
Payment Date, the Surety Fee, for the benefit of
Ambac Assurance Corporation, at the rate of 0.125% of
the aggregate of all Liquidity Commitments (as
defined in the Liquidity Asset Purchase Agreement) of
all Liquidity Providers."
6. In connection with the execution and delivery of this
Amendment No. 1, the parties hereby acknowledge and agree that
(a) the Maryland Equipment and Systems currently leased under the
Lease pursuant to Lease Supplement No. 1 thereto shall be
purchased from the Lessor by Sumitomo Bank Leasing and Finance,
Inc. and leased to the Lessee pursuant to a Master Lease and
Security Agreement between Sumitomo Bank Leasing and Finance,
Inc., as lessor and Lessee, dated as of May 30, 1997 and (b)
Lease Supplement No. 1 is hereby terminated and of no further
force or effect.
7. Lessee hereby represents and warrants that each of the
representations and warranties made in Section 6.2 of the Lease
is true and correct on the date hereof with the same force and
effect as though made on and as of such date, except to the
extent that such representations and warranties expressly relate
to an earlier date, and that no Default or Event of Default has
occurred and is continuing.
8. This Amendment No. 1 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. 1.
9. THIS AMENDMENT NO. 1 SHALL IN ALL RESPECTS BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
10. 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.
[signatures begin on next page]
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 1 to be duly executed as of the date first
above written.
RITE AID REALTY CORP.,
as Lessee
By:__________________________________
Name:
Title:
RAC LEASING LLC, as Lessor
By: The Diversified Group Incorporated,
as manager
By:__________________________________
Name:
Title:
