EXHIBIT 4.2
==============================================================================
RITE AID CORPORATION
and
XXXXXX TRUST AND SAVINGS BANK
as Trustee
----------------
SUPPLEMENTAL INDENTURE
Dated as of February 3, 2000
----------------
To
The Indenture Dated as of September 10, 1997
Between Rite Aid Corporation
and
Xxxxxx Trust and Savings Bank, as Trustee,
Relating to $650 Million Aggregate Principal Amount at Maturity
of 5.25% Convertible Subordinated Notes due 2002
=============================================================================
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 5.25% Convertible
Subordinated Notes Due 2002 (the "Notes"), in the aggregate principal
amount of $650,000,000, pursuant to an Indenture between the Company and
the Trustee dated as of September 10, 1997 (the "Indenture"); and
WHEREAS, Section 9.02 of the Indenture provides that, with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities, 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, the Company has received consents from the Holders
representing at least a majority in aggregate principal amount of the
Outstanding Securities 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. Amendments to the Indenture.
(a) Section 7.03(a) of the Indenture is hereby amended and
restated in its entirety as follows:
The Company shall file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the
Company is required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act; provided, however, that the
Company shall file copies 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 with the
Trustee within 15 days of the date such reports are actually filed
with the Commission, such filings with the Commission to occur no
later than July 11, 2000. 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.
(b) Section 10.06 of the Indenture is hereby amended and
restated in its entirety as follows:
The Company will comply, and will cause each Subsidiary to
comply, with the requirements of all laws, ordinances, rules,
regulations, and requirements of any governmental authority
(including, without limitation, ERISA and the rules and
regulations thereunder), except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings
or where the failure to comply would not have a material adverse
effect upon the Company and its Subsidiaries as a whole, and
except 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.
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
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Executive Vice-President
Attest:
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Executive Vice-President
and Secretary
XXXXXX TRUST AND SAVINGS BANK
(SEAL)
By: /s/ X. Xxxxxxxxx
------------------------------
Name: X. Xxxxxxxxx
Title: Vice President
Attest:
By: /s/ X. X. Xxxxxxx
------------------------------
Name: X. X. Xxxxxxx
Title: Assistant Secretary
