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Exhibit 16
[Magten]
TERMINATION AGREEMENT
TERMINATION AGREEMENT ("Agreement") dated as of the 29th day of November,
1995, by and between REVCO D.S., INC., a Delaware corporation (the "Company"),
and MAGTEN ASSET MANAGEMENT CORPORATION, as agent for and on behalf of
individual investment advisory clients, a Delaware corporation (as used herein,
the term "Stockholder" shall mean Magten Asset Management Corporation, as agent
for and on behalf of such investment advisory clients).
RECITALS
WHEREAS, the Company and the Stockholder previously entered into a
Registration Rights Agreement dated as of January 20, 1993 (the "Existing
Agreement");
WHEREAS, Rite Aid Corporation, a Delaware corporation ("Parent"), Ocean
Acquisition Corporation, a Delaware corporation ("Sub") and the Company intend
to enter into an Agreement and Plan of Merger (the "Merger Agreement") pursuant
to which Sub will commence a cash tender offer for the issued and outstanding
shares of common stock, par value $.01 per share, of the Company (the "Offer")
and subsequent thereto, Sub will be merged with and into the Company;
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required the Company and the Stockholder to terminate the
Existing Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the parties agree as follows:
1. Effective as of the consummation of the Offer, the Existing Agreement will
be terminated and will be of no further force and effect. Accordingly,
effective as of the consummation of the Offer, the parties hereto will have no
rights or obligations with respect to the Existing Agreement, all of which
rights and obligations will be void and of no further force and effect.
2. This Agreement will be governed and construed in accordance with the laws
of the State of Delaware without giving effect to the principles of conflicts
of law thereof.
3. This Agreement may be executed in two or more counterparts, all of which
will be considered one and the same agreement and will become effective when
two or more counterparts have been signed by each of the parties and delivered
to the other party, it being understood that all parties need not sign the same
counterpart.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
REVCO D.S., INC. MAGTEN ASSET MANAGEMENT
CORPORATION, as agent for
and on behalf of individual
investment advisory clients
By: /s/ D. Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx
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Name: D. Xxxxxx Xxxxx Name: Xxxxxx X. Xxxxx
Title: President and Chief Title: Chairman
Executive Officer
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