AMENDMENT NO. 3
Dated as of May 26, 1999
MASTER LEASE AND SECURITY AGREEMENT
Rite Aid Realty Corp.
Sumitomo Bank Leasing and Finance, Inc.
Amendment No. 3, dated as of May 26, 1999 ("Amendment No. 3"), 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, as further amended by Amendment No. 2,
dated as of June 22, 1998, the "Lease"); and
WHEREAS, Lessor and Lessee wish to further amend the Lease as
NOW, THEREFORE, Lessor and Lessee hereby agree as follows:
1. Section 7.4 of the Lease is hereby amended by adding a new
subsection (c) thereto as follows:
"(c) 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 May 26, 1999
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. 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 Xxxxx'x."
(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 (o) thereof, inserting the word "and" after
item (p) thereof and inserting a new item (q)
thereof that shall read as follows"
"(q) each Surety Bond."
(d) a new defined term "Surety Bond" is added in the
appropriate alphabetical order as follows:
""Surety Bond" means each surety bond and/or policy of
financial guaranty insurance 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
The Lessee shall pay on each Scheduled Payment Date,
beginning on July 15, 1999 and ending on the Final
Payment Date, the Surety Fee, for the benefit of Ambac
Assurance Corporation, at the rate per annum equal to
the difference between (i) $175,000 and (ii) the amount
payable to Ambac Assurance Corporation as a surety fee
in connection with Surety Bond No. AB0175BE dated June
22, 1998 during such period; provided, however, that in
no event shall the Surety Fee be in excess of 0.125%
per annum of the amount equal to the difference between
(x) the aggregate of all Liquidity Commitments (as
defined in the Liquidity Asset Purchase Agreement) of
all Liquidity Providers and (y) $50,000,000."
6. 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.
7. This Amendment No. 3 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. 3.
9. THIS AMENDMENT NO. 3 SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 3 to be duly executed as of the date first above written.
RITE AID REALTY CORP.,
SUMITOMO BANK LEASING AND FINANCE, INC.,