<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) DECEMBER 17, 1996
RITE AID CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-5742 23-1614034
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
30 HUNTER LANE, CAMP HILL, PENNSYLVANIA 17011
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717) 761-2633
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS
=====================
On December 17, 1996, Rite Aid Corporation (the "Company") entered
into a Pricing Agreement with Goldman, Sachs & Co., Bear Stearns & Co. Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation and J.P. Morgan Securities
Inc. pursuant to which the Company intends to issue (i) $350,000,000 of its
6.70% Notes Due December 15, 2001 (the "6.70% Notes"), (ii) $350,000,000 of its
7.125% Notes Due January 15, 2007 (the "7.125% Notes"), and (iii) $300,000,000
of its 7.70% Debentures Due February 15, 2027 (the "7.70% Debentures" and
collectively with the 6.7% Notes and the 7.125% Notes, the "Securities").
The net proceeds from the sale of the Securities will be used to repay
a portion of the Company's outstanding commercial paper borrowings, which
indebtedness was incurred in connection with the closing of the merger of the
Company with Thrifty Payless Holdings, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
1.1 Pricing Agreement, dated December 17, 1996, among Rite Aid
Corporation, Goldman, Sachs & Co., Bear Stearns & Co., Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation, and J.P.
Morgan Securities Inc.
1.2 Underwriting Agreement.
4.1 Form of 6.70% Notes Due December 15, 2001.
4.2 Form of 7.125% Notes Due January 15, 2007.
4.3 Form of 7.70% Debentures Due February 15, 2027.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RITE AID CORPORATION
By: /s/ Richard Varmecky
----------------------------
Richard Varmecky
Vice President and Treasurer
Date: December 17, 1996
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------ -------
1.1 -- Pricing Agreement, dated December 17, 1996, among Rite Aid
Corporation, Goldman, Sachs & Co., Bear Stearns & Co., Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation, and J.P.
Morgan Securities Inc.
1.2 -- Underwriting Agreement.
4.1 -- Form of 6.70% Notes Due December 15, 2001.
4.2 -- Form of 7.125% Notes Due January 15, 2007.
4.3 -- Form of 7.70% Debentures Due February 15, 2027.
-4-
<PAGE>
EXHIBIT 1.1
EXECUTION COPY
PRICING AGREEMENT
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Bear, Stearns & Co. Inc.
245 Park Avenue, Third Floor
New York, NY 10167-0002
Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue, Twelfth Floor
New York, NY 10172-0003
J.P. Morgan Securities Inc.
60 Wall Street
New York, NY 10260-0060
As Representatives of the several
Underwriters named in Schedule I
hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
December 17, 1996
Ladies and Gentlemen:
Rite Aid Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated December 17, 1996 (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty that refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a
<PAGE>
2
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and to sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto, less the principal amount of
Designated Securities covered by Delayed Delivery Contracts, if any, as may be
specified in Schedule II.
<PAGE>
3
If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request.
RITE AID CORPORATION,
by /s/ Franklin C. Brown
____________________________________
Name: Franklin C. Brown
Title: Executive Vice President
Accepted as of the
date hereof:
Goldman, Sachs & Co.
On behalf of each of
the Underwriters
by /s/ Goldman, Sachs & Co.
_______________________________
Name: Goldman, Sachs & Co.
Title: Attorney-in-fact
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount of Debt Securities
to be Purchased
6.70% Notes 7.125% Notes 7.70% Debentures
Due Due Due
Underwriter December 15, 2001 January 15, 2007 February 15, 2027
- ----------- ------------------ ----------------- ------------------
<S> <C> <C> <C>
Goldman, Sachs & Co. .......... $ 83,125,000 $ 83,152,000 $ 71,250,000
Bear, Stearns & Co. Inc. ........ 83,125,000 83,125,000 71,250,000
Donaldson, Lufkin & Jenrette
Securities Corporation ........ 83,125,000 83,125,000 71,250,000
J. P. Morgan Securities Inc. .... 83,125,000 83,125,000 71,250,000
Raymond James & Associates, Inc. 17,500,000 17,500.000 15,000,000
------------ ------------ ------------
Total ........................... $350,000,000 $350,000,000 $300,000,000
============ ============ ============
</TABLE>
<PAGE>
SCHEDULE II
Title of Designated Securities:
6.70% Notes Due December 15, 2001 (the "6.70% Notes")
7.125% Notes Due January 15, 2007 (the "7.125% Notes")
7.70% Debentures Due February 15, 2027 (the "7.70% Debentures")
<TABLE>
Aggregate Principal Amount:
<S> <C>
6.70% Notes: $350,000,000
7.125% Notes: $350,000,000
7.70% Debentures: $350,000,000
Price to Public:
6.70% Notes: 99.977% of the principal amount
7.125% Notes: 99.871% of the principal amount
7.70% Debentures: 99.716% of the principal amount
Purchase Price by Underwriters:
6.70% Notes: 99.377% of the principal amount
7.125% Notes: 99.221% of the principal amount
7.70% Debentures: 98.841% of the principal amount
Specified Funds for Payment of Purchase Price:
6.70% Notes: wire transfer of immediately available funds
7.125% Notes: wire transfer of immediately available funds
7.70% Debentures: wire transfer of immediately available funds
</TABLE>
<PAGE>
Indenture:
Indenture dated August 1, 1993, between the Company and First Trust of
New York, National Association, as successor Trustee
<TABLE>
Maturity:
<S> <C>
6.70% Notes: December 15, 2001
7.125% Notes: January 15, 2007
7.70% Debentures: February 15, 2027
Interest Rate:
6.70% Notes: 6.70%
7.125% Notes: 7.125%
7.70% Debentures: 7.70%
Interest Payment Dates:
6.70% Notes: June 15 and December 15, commencing
June 15, 1997
7.125% Notes: July 15 and January 15, commencing July 15,
1997
7.70% Debentures: August 15 and February 15, commencing
August 15, 1997
Redemption Provisions:
6.70% Notes: No provisions for redemption
7.125% Notes: No provisions for redemption
7.70% Debentures: No provisions for redemption
</TABLE>
<PAGE>
<TABLE>
Sinking Fund Provisions:
<S> <C>
6.70% Notes: No sinking fund provisions
7.125% Notes: No sinking fund provisions
7.70% Debentures: No sinking fund provisions
Defeasance:
6.70% Notes: The provisions of the Indenture relating to
defeasance described under the caption
"Description of Debt Securities--Defeasance and
Discharge" in the Prospectus will apply.
7.125% Notes: The provisions of the Indenture relating to
defeasance described under the caption
"Description of Debt Securities--Defeasance and
Discharge" in the Prospectus will apply.
7.70% Debentures: The provisions of the Indenture relating to
defeasance described under the caption
"Description of Debt Securities--Defeasance and
Discharge" in the Prospectus will apply.
Conversion Provisions:
6.70% Notes: No provisions for conversion
7.125% Notes: No provisions for conversion
7.70% Debentures: No provisions for conversion
Time of Delivery:
10:00 a.m., December 20, 1996
Closing Location:
Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York,
NY 10019-7475
</TABLE>
<PAGE>
Delayed Delivery:
None
Names and Addresses of Representatives:
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Bear, Stearns & Co. Inc.
245 Park Avenue, Third Floor
New York, NY 10167-0002
Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue, Twelfth Floor
New York, NY 10172-0003
J. P. Morgan Securities Inc.
60 Wall Street
New York, NY 10260-0060
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
<PAGE>
EXHIBIT 1.2
EXECUTION COPY
RITE AID CORPORATION
Debt Securities and
Warrants to Purchase
Debt Securities
____________________
Underwriting Agreement
----------------------
December 17, 1996
To the Underwriters
to be named in the applicable
Pricing Agreement
supplemental hereto
Ladies and Gentlemen:
From time to time Rite Aid Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Debt Securities") and/or
Warrants to purchase Debt Securities ("Warrants", together with the Debt
Securities, the "Securities") specified in Schedule II to such Pricing Agreement
(with respect to such Pricing Agreement, the "Designated Securities"), less the
Designated Securities covered by Delayed Delivery Contracts (as defined in
Section 3 hereof), if any, as provided in Section 3 hereof and as may be
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, any Designated Securities to be covered by Delayed Delivery Contracts
being herein sometimes referred to as "Contract Securities" and the Designated
Securities to be purchased by the Underwriters (after giving effect to the
deduction, if any, for Contract Securities) being herein sometimes referred to
as "Underwriters' Securities"). The Warrants will be issued under one or more
warrant agreements (the warrant agreement relating to any issue of Warrants to
be sold pursuant to this Agreement will be identified in the applicable Pricing
Agreement and is referred to herein as the "Warrant Agreement") between the
Company and the Warrant Agent identified in such Warrant Agreement (the "Warrant
Agent"). The Debt Securities and the
<PAGE>
2
Warrants may be offered either together or separately. The term "Warrant
Securities" shall mean the Debt Securities issuable upon exercise of Warrants.
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") or Warrant Agreement, as the
case may be, identified in Schedule II to such Pricing Agreement.
1. Particular sales of Designated Securities may be made from time
to time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. Except as incorporated by reference into a Pricing
Agreement, this Underwriting Agreement shall not be construed as an obligation
of the Company to sell any of the Securities or as an obligation of any of the
Underwriters to purchase any of the Securities. The obligation of the Company to
issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement shall specify, among other things, the aggregate principal
amount of such Designated Securities or the number of Warrants and aggregate
principal amount of Warrant Securities issuable upon exercise of Warrants, the
initial public offering price of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the names of the Underwriters
of such Designated Securities, the names of the Representatives of such
Underwriters, the principal amount of such Designated Securities or the
principal amount of Warrant Securities issuable upon exercise of Warrants to be
purchased by each Underwriter and whether any of such Designated Securities
shall be covered by Delayed Delivery Contracts, and shall set forth the date,
time and manner of delivery of such Designated Securities and payment therefor.
The Pricing Agreement shall also specify (to the extent not set forth in the
Indenture, the Warrant Agreement and the registration statement and prospectus
with respect thereto) the terms of such Designated Securities. A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designated to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(a) The Company has filed with the Securities and Exchange Commission
(the "Commission") three registration statements on Form S-3
<PAGE>
3
(Nos. 33-61185, 33-63794 and 333-16431) relating to the Securities and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "Act"); such registration
statements and any post-effective amendment thereto, each in the form
heretofore delivered or to be delivered to the Representatives (with
exhibits thereto) for delivery to each of the other Underwriters (without
exhibits thereto), have been declared effective by the Commission in such
form; no other document with respect to such registration statements or
document incorporated by reference therein has been filed or transmitted
for filing with the Commission prior to the effective date of the later of
the registration statements; and no stop order suspending the effectiveness
of either of such registration statements has been issued and no proceeding
for that purpose has been initiated or, to the knowledge of the Company,
threatened by the Commission. Any preliminary prospectus in relation to the
applicable Designated Securities included in either of such registration
statements or filed with the Commission pursuant to Rule 424(a) of the
rules and regulations of the Commission under the Act is hereinafter called
a "Preliminary Prospectus"; the various parts of such registration
statements, including all exhibits thereto, but excluding the Form T-1,
each as amended at the time such part of the applicable registration
statement became effective are hereinafter collectively called the
"Registration Statement"; the prospectus relating to the Designated
Securities, in the form in which it has most recently been filed or
transmitted for filing with the Commission on or prior to the date of this
Agreement, is hereinafter called the "Prospectus"; any reference herein to
any Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or Prospectus, as the
case may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment to the Registration Statement shall be deemed to refer to and
include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement;
and any reference to the Prospectus as amended or supplemented shall be
deemed to refer to the Prospectus as amended or supplemented in relation to
the applicable Designated Securities in the form in which it is first filed
with the Commission pursuant to Rule 424(b) under the Act in accordance
with Section 5(a) hereof, including any documents incorporated by reference
therein as of the date of such filing;
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case
<PAGE>
4
may be, conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as
the case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary or make the statements therein not
misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives for use in
the Prospectus as amended or supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein (i) in the case of the Registration Statement, not misleading and
(ii) in the case of the Prospectus, in light of the circumstances under
which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated Securities for use
in the Prospectus as amended or supplemented relating to such Securities;
(d) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware;
(e) The Securities have been duly authorized, and, when Designated
Securities are issued, executed, authenticated, delivered and paid for
pursuant to this Agreement and the Pricing Agreement with respect to such
Designated Securities and the Indenture and/or the Warrant Agreement, as
the case may be, and, in the case of any Contract Securities, pursuant to
<PAGE>
5
Delayed Delivery Contracts with respect to such Contract Securities, such
Designated Securities will have been duly issued, executed and delivered
and will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, subject to
(1) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
and other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally, and (2) general principles of equity
(regardless of whether considered in a proceeding at law or in equity); the
Indenture, which will be substantially in one of the forms filed as an
exhibit to the Registration Statement, has been duly authorized by the
Company and has been duly qualified under the Trust Indenture Act and,
assuming due authorization, execution and delivery by the trustee under
such Indenture (the "Trustee"), the Indenture, and, assuming due executing
by the Warrant Agent of such Warrants and the Warrant Agreement, the
Warrants and the Warrant Agreement will constitute valid and binding
instruments of the Company enforceable against the Company in accordance
with their terms, subject to (1) bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally, and (2)
general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity); and the Indenture and/or
the Warrant Agreement, as the case may be, conform, and the Designated
Securities will conform, in all material respects, to the descriptions
thereof contained in the Prospectus as amended or supplemented with respect
to such Designated Securities;
(f) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture and/or
the Warrant Agreement, as the case may be, each of the Delayed Delivery
Contracts, if any, this Agreement and any Pricing Agreement, and the
consummation of the transactions herein and therein contemplated will not
(1) conflict with or result in a breach or violation by the Company of any
of the terms or provisions of, or constitute a default by the Company
under, any indenture, mortgage, deed of trust, loan agreement or other
similar agreement or instrument to which the Company is a party or by which
the Company is bound or to which any of the property or assets of the
Company is subject, except, in all such cases, for such conflicts,
breaches, violations or defaults as would not have a material adverse
effect on the financial condition of the Company and its subsidiaries taken
as a whole, and (2) result in any violation of (A) the provisions of the
Certificate of Incorporation or By-Laws of the Company or (B) any statute,
order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company or any of its properties, which order,
rule or regulation is applicable to the Company; provided, however, that in
the case of clause (B) of this paragraph 2(e), this representation,
warranty and agreement shall not
<PAGE>
6
extend to such violations as would not have a material adverse effect on
the financial condition of the Company and its subsidiaries taken as a
whole.
(g) No consent, approval, authorization, order, registration, filing
or qualification of or with any court or governmental agency or body is
required for the issue and sale of the Securities or the consummation by
the Company of the transactions contemplated by this Agreement or any
Pricing Agreement or the Indenture and/or the Warrant Agreement, as the
case may be, or any Delayed Delivery Contract except such as have been, or
will have been prior to the Time of Delivery, obtained under the Act and
the Trust Indenture Act and such consents, approvals, authorizations,
orders, registration, filings or qualifications as may be required under
state securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters, and except those which,
if not obtained, will not have a material adverse effect on the financial
condition of the Company and its subsidiaries taken as a whole;
(h) The Company and its subsidiaries have good and marketable title
in fee simple to all real property and title to all personal property owned
by them, in each case free and clear of all liens, encumbrances and defects
except such as are described in the Prospectus or such as do not materially
affect the value of such property and do not interfere with the use made
and proposed to be made of such property by the Company and its
subsidiaries; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries;
(i) In the event any of the Securities are purchased pursuant to
Delayed Delivery Contracts, each of such Delayed Delivery Contracts has
been duly authorized by the Company and, when executed and delivered by the
Company and the purchaser named therein, will constitute a valid and
binding agreement of the Company enforceable against the Company in
accordance with its terms, subject to (1) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other similar laws now
or hereafter in effect relating to or affecting creditors' rights generally
and (2) general principles of equity (regardless of whether considered in a
proceeding at law or in equity); and any Delayed Delivery Contracts will
conform, in all material respects, to the description thereof contained in
the Prospectus as amended or supplemented with respect to such Designated
Securities.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities, the several Underwriters propose to offer such
Underwriters'
<PAGE>
7
Securities for sale upon the terms and conditions set forth in the Prospectus as
amended or supplemented.
The Company may specify in Schedule II to the Pricing Agreement
applicable to any Designated Securities that the Underwriters are authorized to
solicit offers to purchase Designated Securities from the Company pursuant to
delayed delivery contracts (herein called "Delayed Delivery Contracts"),
substantially in the form of Annex II attached hereto but with such changes
therein as the Representatives and the Company may authorize or approve. If so
specified, the Underwriters will endeavor to make such arrangements, and as
compensation therefor the Company will pay to the Representatives, for the
accounts of the Underwriters, at the Time of Delivery, such commission, if any,
as may be set forth in such Pricing Agreement. Delayed Delivery Contracts, if
any, are to be with investors of the types described in the Prospectus as
amended or supplemented and subject to other conditions therein set forth. The
Underwriters will not have any responsibility with respect to the validity or
performance of any Delayed Delivery Contracts.
The principal amount of Contract Securities to be deducted from the
principal amount of Designated Securities to be purchased by each Underwriter as
set forth in Schedule I to the Pricing Agreement applicable to such Designated
Securities shall be, in each case, the principal amount of Contract Securities
which the Company has been advised by the Representatives have been attributed
to such Underwriter, provided that, if the Company has not been so advised, the
amount of Contract Securities to be so deducted shall be, in each case, that
proportion of Contract Securities which the principal amount of Designated
Securities to be purchased by such Underwriter under such Pricing Agreement
bears to the total principal amount of the Designated Securities (rounded as the
Representatives may determine). The total principal amount of Underwriters'
Securities, or the principal amount of Warrant Securities issuable upon exercise
of Warrants, to be purchased by all the Underwriters pursuant to such Pricing
Agreement shall be the total principal amount of Designated Securities, or the
principal amount of Warrant Securities issuable upon exercise of Warrants, set
forth in Schedule I to such Pricing Agreement less the principal amount of the
Contract Securities, or the principal amount of Warrant Securities issuable upon
exercise of Warrants so set forth. If the Company determines to enter into
Delayed Delivery Contracts, the Company will deliver to the Representatives not
later than 3:30 p.m., New York City time, on the third business day preceding
the Time of Delivery specified in the applicable Pricing Agreement (or such
other time and date as the Representatives and the Company may agree upon in
writing) a written notice setting forth the principal amount of Contract
Securities, or the principal amount of Warrant Securities issuable upon exercise
of Warrants.
4. Underwriters' Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in definitive form to the
extent
<PAGE>
8
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company or, if so
requested by the Company, by wire transfer to a bank account specified by the
Company and specified in Schedule II, in the funds specified in such Pricing
Agreement, all at the place and the time and date specified in such Pricing
Agreement or at such other place and time and date as the Representatives and
the Company may agree upon in writing, such time and date being herein called
the "Time of Delivery" for such Securities.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the accounts of
the Underwriters a wire transfer of immediately available funds to the account
of the party designated in the Pricing Agreement relating to such Securities in
the amount of any compensation payable by the Company to the Underwriters in
respect of any Delayed Delivery Contracts as provided in Section 3 hereof and
the Pricing Agreement relating to such Securities.
5. The Company agrees with each of the Underwriters of any
Designated Securities:
(a) To prepare the Prospectus as amended and supplemented in relation
to the applicable Designated Securities and to file such Prospectus
pursuant to Rule 424(b) under the Act not later than the Commission's close
of business on the second business day following the execution and delivery
of the Pricing Agreement relating to the applicable Designated Securities
or, if applicable, such other time as may be required by Rule 424(b); to
advise the Representatives promptly of any proposal to amend or supplement
the Registration Statement or Prospectus as amended or supplemented after
the date of the Pricing Agreement relating to such Designated Securities
and prior to the Time of Delivery for such Designated Securities, and
afford the Representatives a reasonable opportunity to comment on any such
proposed amendment or supplement; to advise the Representatives of any such
amendment or supplement promptly after such Time of Delivery for so long as
the delivery of a prospectus is required under the Act in connection with
the offering or sale of such Designated Securities; to file promptly all
reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus
is required under the Act in connection with the offering or sale of such
Designated Securities, and during such same period to advise the
Representatives, promptly after the Company receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or
becomes
<PAGE>
9
effective or any supplement to the Prospectus or any amended Prospectus has
been filed with the Commission; for so long as the delivery of a prospectus
is required under the Act in connection with the offering or sale of the
Designated Securities, to advise the Representatives promptly of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the Designated Securities,
of the suspension of the qualification of such Designated Securities for
offering or sale in any jurisdiction or of the initiation or, if known to
the Company, threatening of any proceeding for any such purpose, or of any
request by the Commission for amending or supplementing the Registration
Statement or Prospectus; and, in the event of the issuance of any such stop
order or of any such order preventing or suspending the use of any
prospectus relating to the Securities or suspending any such qualification,
to use promptly its best efforts to obtain its withdrawal;
(b) Promptly from time to time to endeavor to take such action as the
Representatives may reasonably request to qualify such Designated
Securities for offering and sale under the securities laws of such
jurisdictions as the Representatives may reasonably request and such other
jurisdictions as the Company and the Representatives may agree and to
comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete
the distribution of such Designated Securities, provided that in connection
therewith the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction, and provided further that in connection therewith the Company
shall not be required to qualify such Designated Securities for offering
and sale under the securities laws of any such jurisdiction for a period in
excess of nine months after the initial time of issue of the Prospectus as
amended or supplemented relating to such Designated Securities;
(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Designated Securities and if at such time any event shall have occurred as
a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus in
order to comply with the Act or the Exchange Act, to notify the
Representatives and to file such document and to prepare and furnish
without charge to each Underwriter and to any dealer in securities as many
copies as the
<PAGE>
10
Representatives may from time to time reasonably request of any amended
Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance; provided, however, that in
case any Underwriter is required under the Act to deliver a prospectus in
connection with the offering or sale of the Designated Securities at any
time more than nine months after the date of the Pricing Agreement relating
to the Designated Securities, the costs of such preparation and furnishing
such amended or supplemented Prospectus shall be borne by the Underwriters
of such Designated Securities;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)),
an earning statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including, at the option of the
Company, Rule 158); and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and including
the earlier of (i) the termination of trading restrictions for such
Designated Securities, as notified to the Company by the Representatives
and (ii) the Time of Delivery for such Designated Securities, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company which mature more than one year after such Time of Delivery and
which are substantially similar to such Designated Securities or the
Warrant Securities issuable upon exercise of Warrants constituting such
Designated Securities, without the prior written consent of the
Representatives, which consent shall not be unreasonably withheld.
6. The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the Company's preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and, subject to the
proviso of Section 5(c), the Prospectus and amendments and supplements thereto
and the mailing and delivery of copies thereof to the Underwriters and dealers;
(ii) the cost of printing or otherwise producing any Agreement among
Underwriters, this Agreement, any Pricing Agreement, any Indenture, any Warrant
Agreement, any Delayed Delivery Contracts, any Blue Sky and Legal Investment
Memoranda and any other documents in connection with the offering, purchase,
sale and delivery of the Securities; (iii) subject to the proviso of Section
5(b), all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the reasonable fees and
<PAGE>
11
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) any
cost of preparing certificates or other evidences of the Securities or any costs
of The Depository Trust Company; (vii) the fees and expenses of any Trustee or
any Warrant Agent, as the case may be, and any agent of any Trustee or any
Warrant Agent, as the case may be, and the fees and disbursements of counsel for
any Trustee or any Warrant Agent, as the case may be, in connection with any
Indenture and the Securities; and (viii) all other costs and expenses incident
to the performance of the Company's obligations hereunder and under any Delayed
Delivery Contracts which are not otherwise specifically provided for in this
Section. It is understood, however, that, except as provided in this Section,
Section 8 and Section 11 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.
7. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed in all material respects all of its obligations hereunder theretofore
to be performed, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or, to the knowledge
of the Company, threatened by the Commission;
(b) Cravath, Swaine & Moore, counsel for the Underwriters, shall have
furnished to the Representatives such opinion or opinions, dated the Time
of Delivery for such Designated Securities, with respect to the
incorporation of the Company, the validity of the Indenture and/or the
Warrant Agreement, as the case may be, the Designated Securities, the
Delayed Delivery Contracts, if any, the Registration Statement, the
Prospectus as amended or supplemented and other related matters as the
Representatives may reasonably request, and such counsel shall have
<PAGE>
12
received such papers and information as they may reasonably request to
enable them to pass upon such matters;
(c) Elliot S. Gerson, Senior Vice President and Assistant Chief Legal
Counsel of the Company, or Elliot S. Gerson, Senior Vice President and
Assistant Chief Counsel of the Company, shall have furnished to the
Representatives his written opinion, dated the Time of Delivery for such
Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware;
(ii) The Company has corporate power and corporate authority to
own, lease and operate its properties and conduct its business as
described in the Prospectus;
(iii) To the best of his knowledge, the Company is qualified to
do business, and is in good standing, as a foreign corporation under
the laws of each jurisdiction in which such qualification is required
or, if not so qualified and in good standing in any such jurisdiction,
such failure to be so qualified and in good standing, as of the date
of such opinion, will not have a material adverse effect on the
financial condition of the Company and its subsidiaries taken as a
whole;
(iv) Each Significant Subsidiary (as defined in Rule 405 of
Regulation C under the Act) of the Company has been duly incorporated
and is validly existing as a corporation in good standing under the
laws of the state of its incorporation, has corporate power and
corporate authority to own, lease and operate its properties and
conduct its business as described in the Prospectus, and, to the best
of his knowledge and information, is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which it owns or leases substantial properties or in
which the conduct of its business requires such qualification; all of
the issued and outstanding capital stock of each such Significant
Subsidiary has been duly authorized and validly issued and is fully
paid and non-assessable, and all of such capital stock, to the best of
his knowledge and information, is owned by the Company free and clear
of any pledge, lien, encumbrance, claim or equity.
(v) To the best of his knowledge and other than as set forth
or contemplated in the Prospectus, there are no legal or governmental
proceedings pending or threatened involving the Company or any of
<PAGE>
13
its subsidiaries of a character required to be disclosed in the
Registration Statement or Prospectus which are not adequately
disclosed in the Registration Statement or Prospectus;
(vi) This Agreement and the Pricing Agreement with respect to
the Designated Securities have been duly authorized, executed and
delivered by the Company;
(vii) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Indenture, the Warrant Agreement, if any, each of the
Delayed Delivery Contracts, if any, this Agreement and the Pricing
Agreement with respect to the Designated Securities and the
consummation of the transactions herein and therein contemplated will
not (1) conflict with or result in a breach or violation by the
Company of any of the terms or provisions of, or constitute a default
by the Company under, any indenture, mortgage, deed of trust, loan
agreement or other similar agreement or instrument known to him to
which the Company is a party or by which the Company is bound or to
which any of the property or assets of the Company is subject, except,
in all such cases, for such conflicts, breaches, violations or
defaults as would not have a material adverse effect on the financial
condition of the Company and its subsidiaries taken as a whole, and
(2) result in any violation of (A) the provisions of the Certificate
of Incorporation or By-Laws of the Company or (B) any statute, order,
rule or regulation known to such counsel of any court or governmental
agency or body having jurisdiction over the Company or any of its
properties which order, rule or regulation is applicable to the
Company, except with respect to clause (B) of this Paragraph (vii)(2),
such violations as would not have a material adverse effect on the
financial condition of the Company and its subsidiaries taken as a
whole;
(viii) The documents incorporated by reference in the Prospectus
as amended or supplemented (other than the financial statements and
related notes, the financial statement schedules and the other
financial data included therein or omitted therefrom, as to which he
need express no opinion), when they became effective or were filed
with the Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission
thereunder;
(ix) No consent, approval, authorization, order, registration
or qualification of or with any court or governmental agency or body
is
<PAGE>
14
required for the issue and sale of the Designated Securities or the
consummation by the Company of the transactions contemplated by this
Agreement, the Pricing Agreement or the Indenture or any Warrant
Agreement or any Delayed Delivery Contract except for such consents,
approvals, authorizations, orders, registrations or qualifications as
have been obtained under the Act and the Trust Indenture Act and such
as may be required under state securities or Blue Sky laws in
connection with the purchase and sale and distribution of the
Designated Securities by the Underwriters, and except those which, if
not obtained, will not have a material adverse effect on the financial
condition of the Company and its subsidiaries taken as a whole; and
In addition, he shall state that nothing has been brought to his
attention that would cause him to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the Company
prior to the Time of Delivery (other than the financial statements and related
notes, the financial statement schedules and the other financial data included
therein or omitted therefrom, as to which he need express no opinion), contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that, as of its date or at the Time of Delivery for Such
Designated Securities, the Prospectus as amended or supplemented or any further
amendment or supplement thereto made by the Company prior to the Time of
Delivery (other than the financial statements and related notes, the financial
statement schedules and the other financial data included therein or excluded
therefrom, as to which he need express no opinion) contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading; he shall also state that he does not know of any
contract or other document (i) of a character required to be filed as an exhibit
to the Registration Statement or to any of the documents incorporated by
reference into the Prospectus as amended or supplemented or (ii) required to be
incorporated by reference into the Prospectus as amended or supplemented, which
is not so filed or incorporated, as the case may be.
In rendering this opinion required by subsection (c) of this Section,
Mr. Brown may rely (A) as to any matter to which you consent (which consent
shall not be unreasonably withheld), to the extent specified in his opinion,
upon the opinions of other counsel whom Mr. Brown believes to be reliable,
provided that Mr. Brown shall state that he and you are justified in relying on
such opinions and (B) as to matters of fact, upon certificates of officers and
representatives of the Company and of public officials, and will not be required
to verify independently the accuracy or completeness of information or documents
furnished to him with respect to the Registration Statement or the Prospectus.
<PAGE>
15
(d) Jones, Day, Reavis & Pogue, special counsel for the Company,
shall have furnished to the Representatives their written opinion, dated
the Time of Delivery for such Designated Securities, in form and substance
satisfactory to the Representatives, to the effect that:
(i) The Designated Securities have been duly authorized and
when issued, executed and authenticated as specified in the Indenture
and/or any Warrant Agreement, as the case may be, and delivered and
paid for by the Underwriters in accordance with this Agreement and the
Pricing Agreement will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their
terms, subject to (1) bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors' rights
generally, and (2) general principles of equity (regardless of whether
considered in a proceeding at law or in equity); assuming the due
authentication of the Contract Securities by the Trustee and/or the
Warrant Agent, as the case may be, the Contract Securities, if any,
when issued, executed and delivered and when paid for in accordance
with the Delayed Delivery Contracts will constitute valid and binding
obligations of the Company enforceable against the Company in
accordance with their terms, subject to (1) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other similar laws
now or hereafter in effect relating to or affecting creditors' rights
generally, and (2) general principles of equity (regardless of whether
considered in a proceeding at law or in equity); and the form of
Designated Securities and the Indenture and/or the Warrant Agreement
conform in all material respects to the description thereof in the
Prospectus as amended or supplemented;
(ii) The Indenture and/or the Warrant Agreement pursuant to
which the Designated Securities are being issued has been duly
authorized, executed and delivered by the Company and, assuming the
due authorization, execution and delivery thereof by the Trustee
and/or the Warrant Agent, as the case may be, constitutes a valid and
binding instrument of the Company enforceable against the Company in
accordance with its terms, subject to (1) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and other similar laws
now or hereafter in effect relating to or affecting creditors' rights
generally, and (2) general principles of equity (regardless of whether
enforcement is considered in a proceeding at law or in equity); and
the Indenture has been duly qualified under the Trust Indenture Act;
(iii) In the event any of the Designated Securities are to be
purchased pursuant to Delayed Delivery Contracts, each of such
<PAGE>
16
Delayed Delivery Contracts has been duly authorized, executed and
delivered by the Company and, assuming such Delayed Delivery Contract
has been duly authorized, executed and delivered by the purchaser
named therein, and the Securities to be delivered thereunder have been
paid for by the purchaser named therein, such Delayed Delivery
Contract constitutes a valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, subject
to (1) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereafter in effect relating
to or affecting creditors' rights generally and (2) general principles
of equity (regardless of whether considered in a proceeding at law or
in equity); and any Delayed Delivery Contracts conform in all material
respects to the description thereof in the Prospectus as amended or
supplemented;
(iv) The Registration Statement and the Prospectus as amended
or supplemented and any further amendments and supplements thereto
made by the Company prior to the Time of Delivery for the Designated
Securities (other than the financial statements and related notes, the
financial statement schedules and the other financial data included
therein or omitted therefrom, as to which such counsel need express no
opinion) as of their respective effective or issue dates appeared to
be appropriately responsive in all material respects with the
requirements of the Act and the rules and regulations thereunder;
(v) The Warrant Securities, if any, have been duly authorized
for issuance and sale upon the exercise of the Warrants, and, when
issued, executed, authenticated and delivered pursuant to the terms
and provisions of the Indenture against payment of the exercise price
in accordance with the terms of the Warrant Agreement, will be valid
and binding obligations of the Company enforceable in accordance with
their terms, subject to (1) bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or hereafter
in effect relating to or affecting creditors' rights generally and (2)
general principles of equity (regardless of whether considered in a
proceeding at law or in equity) and (3) the waiver of usury contained
in the Indenture may be deemed unenforceable; and the form of Warrant
Securities, if any, conforms in all material respects to the
description thereof in the Prospectus as amended or supplemented; and
(vi) The statements contained in the Prospectus under the
caption "Description of Securities" and the corresponding section in
any prospectus supplement, insofar as such statements constitute
<PAGE>
17
summaries of certain provisions of the documents referred to therein,
accurately summarize the provisions of such documents purported to be
described.
In addition, such counsel shall state that nothing has been brought to
the attention of such counsel that would cause such counsel to believe that, as
of its effective date, the Registration Statement or any further amendment
thereto made by the Company prior to the Time of Delivery (other than the
financial statements and related notes, the financial statement schedules and
the other financial data included therein or omitted therefrom, as to which such
counsel need express no opinion), contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that, as of its date
or at the Time of Delivery for Such Designated Securities, the Prospectus as
amended or supplemented or any further amendment or supplement thereto made by
the Company prior to the Time of Delivery (other than the financial statements
and related notes, the financial statement schedules and the other financial
data included therein or excluded therefrom, as to which such counsel need
express no opinion) contained or contains an untrue statement or a material fact
or omitted or omits to state a material fact necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading.
In rendering the opinion required by subsection (d) of this Section,
Jones, Day, Reavis & Pogue may rely upon or may assume the accuracy of matters
(A) involving the application of laws of any jurisdiction other than the United
States or New York and as to any other matter to which you consent (which
consent shall not be unreasonably withheld), to the extent specified in such
opinion, upon the opinions of other counsel whom such counsel believes to be
reliable, provided that such counsel shall state that such counsel and you are
justified in relying on such opinions and (B) of fact upon certificates of
officers and representatives of the Company and of public officials, and will
not be required to verify independently the accuracy or completeness of
information or documents furnished to such counsel with respect to the
Registration Statement or the Prospectus.
(e) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Delivery for such Designated Securities, KPMG
Peat Marwick shall have furnished to the Representatives a letter, dated
the effective date of the Registration Statement or the date of the most
recent report filed with the Commission containing financial statements and
incorporated by reference in the Registration Statement, if the date of
such report is later than such effective date, and a letter dated such Time
of Delivery, respectively, in form and substance satisfactory to the
Company, and with respect to such letter dated such Time of Delivery,
respectively, in form and substance satisfactory to the Company, and with
respect to such letter dated such Time of Delivery, as to such other
matters as the
<PAGE>
18
Representatives may reasonably request and in form and substance
satisfactory to the Representatives;
(f) Since the respective dates as of which information is given in
the Prospectus as amended or supplemented there shall not have been any
material adverse change in the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries considered as a
whole, otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented, the effect of which, in any such case described
above, is in the reasonable judgment of the Representatives, so material
and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Underwritings' Securities on the
terms and in the manner contemplated in the Prospectus as amended or
supplemented;
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities, no downgrading shall have occurred in the rating
accorded the Company's debt securities by either the Standard & Poor's
Corporation or Moody's Investors Service, Inc., no threat shall have been
made of such downgrading or of placing the Company under special
surveillance by any "nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act), no notice shall
have been given of any intended or potential downgrading in any such rating
or of a possible change in any such rating that does not indicate the
direction of the possible change; and the Company shall not have knowledge
of any facts or circumstances that are likely to cause such downgrading,
threatened downgrading or the placing of the Company under special
surveillance;
(h) On or after the date of the Pricing Agreement relating to the
Designated Securities, there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
on the New York Stock Exchange; (ii) a general moratorium on commercial
banking activities in New York declared by either Federal or New York State
authorities; or (iii) the outbreak or material escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war, if the effect of any such event specified in
Clauses (i), (ii) or (iii), in the reasonable judgment of the
Representatives, makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Underwriters' Securities on the
terms and in the manner contemplated by the Prospectus as amended or
supplemented; and
(i) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities a
certificate or certificates of the President or a Vice President of the
Company and of the principal financial officer of the Company as to the
accuracy of the representations and warranties of the Company herein at and
as of such
<PAGE>
19
Time of Delivery, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Time of Delivery,
as to the matters set forth in subsections (a) and (f) of this Section and
as to such other matters as the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (i) in the case of
the Registration Statement, not misleading and (ii) in the case of any
Prospectus, in light of the circumstances in which they were made, not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter of Designated Securities through the Representatives
for inclusion therein; and provided, further, that the Company shall not be
liable to any Underwriter under the indemnity agreement in this subsection (a)
with respect to any Preliminary Prospectus or any preliminary prospectus
supplement to the extent that any such loss, claim, damage or liability of such
Underwriter results from the fact such Underwriter sold Securities to a person
to whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the Prospectus (excluding documents incorporated by
reference) or of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference) in any case where such delivery is required
by the Act if the Company has previously furnished copies thereof to such
Underwriter (or to the Representatives) and the loss, claim, damage or liability
of such Underwriter results from an untrue or alleged untrue statement or
omission or alleged omission of a material fact contained in the Preliminary
Prospectus or any preliminary prospectus supplement which was corrected in the
Prospectus (or the Prospectus as amended or supplemented).
<PAGE>
20
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein (i) in the case of the Registration Statement, not
misleading and (ii) in the case of any Prospectus, in light of the circumstances
under which they were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives for inclusion therein; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. In no event
shall any indemnifying party be liable for the fees and expenses of more than
one counsel (in addition to local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or
<PAGE>
21
circumstances. In no event shall an indemnifying party be liable with respect to
any action or claim settled without its written consent.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated Securities
on the other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law or if the indemnified party is not entitled to receive the
indemnification provided for in subsection (a) above because of the second
proviso thereof or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission, including with respect to any
Underwriter, the extent to which such losses, claims, damages or liabilities (or
actions in respect thereof) with respect to any Preliminary Prospectus or any
preliminary prospectus supplement result from the fact that the Underwriter sold
Securities to a person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or of the Prospectus as then amended or supplemented
(excluding documents incorporated by reference), if the Company has previously
furnished copies thereof to such Underwriters. The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this
<PAGE>
22
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages (other than
amounts paid or incurred without the consent of the indemnifying party as
provided in this Section 8) which such Underwriter has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The obligations
of the Underwriters of Designated Securities in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations with respect to such Securities and not joint. No indemnifying party
will be liable for contribution with respect to any action or claim settled
without its written consent.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend
or not extend, as the case may be, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the Act; and
the obligations of the Underwriters under this Section 8 shall be in addition to
any liability which the respective Underwriters may otherwise have and shall
extend or not extend, as the case may be, upon the same terms and conditions, to
each officer and director of the Company and to each person, if any, who
controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to
purchase the Underwriters' Securities which it has agreed to purchase under the
Pricing Agreement relating to such Underwriters' Securities, the Representatives
may in their discretion arrange for themselves or another party or other parties
to purchase such Underwriters' Securities on the terms contained herein. If
within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Underwriters'
Securities, then the Company shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties reasonably
satisfactory to the Representatives to purchase such Underwriters' Securities on
such terms. In the event that, within the respective prescribed period, the
Representatives notify the Company that they have so arranged for the purchase
of such Underwriters' Securities, or the Company notifies the Representatives
that it has so arranged for the purchase of such Underwriters' Securities, the
Representatives or the Company shall have the right to postpone the Time of
Delivery for such Underwriters' Securities for a period of not more than
<PAGE>
23
seven days in order to effect whatever changes may thereby be made necessary in
the Registration Statement or the Prospectus as amended or supplemented, or in
any other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of
the Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate amount of such Underwriters' Securities which remains unpurchased does
not exceed one-tenth of the aggregate principal amount of the Designated
Securities, then the Company shall have the right to require each nondefaulting
Underwriter to purchase the principal amount of Underwriters' Securities which
such Underwriter agreed to purchase under the Pricing Agreement relating to such
Designated Securities and, in addition, to require each nondefaulting
Underwriter to purchase its pro rata share (based on the principal amount of
Designated Securities which such Underwriter agreed to purchase under such
Pricing Agreement) of the Underwriters' Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of
the Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-tenth of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require nondefaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any nondefaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or
<PAGE>
24
any officer or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section
9 hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Underwriters' Securities are not delivered by or on behalf of the Company
as provided herein, the Company will reimburse the Underwriters through the
Representatives for all reasonable out-of-pocket expenses approved in writing by
the Representatives, including reasonable fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of such Designated Securities, but the Company shall then be
under no further liability to any Underwriter with respect to such Designated
Securities except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any,
as may be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement; Attention: Corporate Secretary; provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
<PAGE>
25
14. Time shall be of the essence for each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
15. This Agreement and each Pricing Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
<PAGE>
26
16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.
Very truly yours,
RITE AID CORPORATION,
by: /s/ Franklin C. Brown
_____________________________________
Name: Franklin C. Brown
Title: Executive Vice President
Accepted as of the
date herof:
Goldman, Sachs & Co.
On behalf of each of
the Underwriters
by /s/ Goldman, Sachs & Co.
____________________________________
Name: Goldman, Sachs & Co.
Title: Attorney-in-Fact
<PAGE>
ANNEX 1
PRICING AGREEMENT
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Bear, Stearns & Co. Inc.
245 Park Avenue, Third Floor
New York, NY 10167-0002
Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue, Twelfth Floor
New York, NY 10172-0003
J.P. Morgan Securities Inc.
60 Wall Street
New York, NY 10260-0060
As Representatives of the several
Underwriters named in Schedule I
hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
December 17, 1996
Ladies and Gentlemen:
Rite Aid Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated December 17, 1996 (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty that refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a
<PAGE>
2
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting Agreement
so incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and to sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto, less the principal amount of
Designated Securities covered by Delayed Delivery Contracts, if any, as may be
specified in Schedule II.
If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request.
RITE AID CORPORATION,
by
___________________________________
Name:
Title:
<PAGE>
3
Accepted as of the
date hereof:
Goldman, Sachs & Co.
On behalf of each of
the Underwriters
by
__________________________
Name:
Title: Attorney-in-fact
<PAGE>
DELAYED DELIVERY CONTRACT
Rite Aid Corporation
30 Hunter Road
Camp Hill, Pennsylvania 17011
Attention of:
December , 1996
Dear Sirs:
The undersigned hereby agrees to purchase from Rite Aid Corporation
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned, [$ principal amount of
the Company's debt securities] [ Warrants to purchase ]
(hereinafter [collectively] called the "Designated Securities"), offered by
the Company's Prospectus dated , 199 , as amended or supplemented,
receipt of a copy of which is hereby acknowledged, at a purchase price of %
of the principal amount thereof, plus accrued interest from the date from
which interest accrues as set forth below [and $ per Warrant[,
respectively], and on the further terms and conditions set forth below, and on
the further terms and conditions set forth in this contract.
The undersigned will purchase the Designated Securities from the
Company on , 199 (the "Delivery Date") and interest on the
Designated Securities so purchased will accrue from , 199 .
the undersigned will purchase the Designated Securities from the
Company on the delivery date or dates and in the principal amount or amounts set
forth below:
<TABLE>
<CAPTION>
===============================================================
Principal Date from Which
Delivery Date Amount Interest Accrues Warrant Amount
------------- --------- ---------------- --------------
- ---------------------------------------------------------------
<S> <C> <C> <C>
, 19 $ , 19 $
- ---------------------------------------------------------------
, 19 $ , 19 $
===============================================================
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".
<PAGE>
2
Payment for the Designated Securities which the undersigned has
agreed to purchase on each Delivery Date shall be made to the Company or its
order by certified or official bank check in New York Clearing House funds at
the office of , or by wire transfer to a bank account
specified by the Company, on such Delivery Date upon delivery to the undersigned
of the Designated Securities then to be purchased by the undersigned in
definitive fully registered form and in such denominations and registered in
such names as the undersigned may designate by written, telex or facsimile
communication addressed to the Company not less than five full business days
prior to such Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for Designated Securities on each Delivery Date shall be subject to the
condition that the purchase of Designated Securities to be made by the
undersigned shall not on such Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject. The obligation of the
undersigned to take delivery of and make payment for Designated Securities shall
not be affected by the failure of any purchaser to take delivery of and make
payment for Designated Securities pursuant to other contracts similar to this
contract.
The undersigned understands that Underwriters (the "Underwriters") are
also purchasing Designated Securities from the Company, but that the obligations
of the undersigned hereunder are not contingent on such purchases. Promptly
after completion of the sale to the Underwriters the Company will mail or
deliver to the undersigned at its address set forth below notice to such effect,
accompanied by a copy of the Opinion of Counsel for the Company delivered to the
Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
This contract may be executed by either of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument.
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the Company's sole discretion
and that, without limiting the foregoing, acceptances of such contracts need not
be on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver
<PAGE>
3
one of the counterparts hereof to the undersigned at its address set forth
below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered by the Company.
Very truly yours,
By______________________________________
(Authorized Signature)
Name:
Title:
________________________________________
(Address)
Accepted , 199
Rite Aid Corporation
By:_____________________________________
Name:
Title:
<PAGE>
EXHIBIT 4.1
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE HEREINAFTER
REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
RITE AID CORPORATION
6.70% NOTE DUE DECEMBER 15, 2001
REGISTERED $350,000,000
NO. R-1 CUSIP
RITE AID CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $350,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on December ,
2001 in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of
<PAGE>
public and private debts, and to pay interest on said principal sum semiannually
on June 15 and December 15 of each year, commencing June 15 , 1997, at said
office or agency, in like coin or currency, at the rate per annum specified in
the title hereof, from the June 15 or the December 15 as the case may be, next
preceding the date of this Note to which interest on the Notes has been paid or
duly provided for (unless the date hereof is the date to which interest on the
Notes has been paid or duly provided for, in which case from the date of this
Note), or, if no interest has been paid on the Notes or duly provided for, from
December 20, 1996 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after the th
day of any June or December and before the next succeeding June 15 or December
15, this Note shall bear interest from such June 15 or December 15, as the case
may be; provided, however, that if the Company shall default in the payment of
-------- -------
interest due on such June 15 or December 15, then this Note shall bear interest
from the next preceding June 15or December 15 to which interest on the Notes has
been paid or duly provided for, or, if no interest has been paid on the Notes or
duly provided for, from December 20, 1996. The interest so payable, and
punctually paid or duly provided for, on any June 15 or December 15 will, except
as provided in the Indenture dated as of August 1, 1993 (herein called the
"Indenture"), duly executed and delivered by the Company and First Trust of New
York, National Association, as Trustee (herein called the "Trustee"), be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the next preceding June 1 or December 1,
as the case may be (herein called the "Regular Record Date"), whether or not a
Business Day, and may, at the option of the Company, be paid by check mailed to
the registered address of such Person. Any such interest which is payable, but
is not so punctually paid or duly provided for, shall forthwith cease to be
payable to the registered Holder on such Regular Record Date and may be paid
either to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed and upon such notice as may be required by such exchange, if such
manner of payment shall
<PAGE>
be deemed practical by the Trustee, all as more fully provided in the Indenture.
Notwithstanding the foregoing, in the case of interest payable at Stated
Maturity where the Note is converted after the Regular Record Date and on or
prior to the next succeeding interest payment date, such interest shall be paid
to the person in whose name the Note is registered at the close of business on
such Regular Record Date.
First Trust of New York, National Association, will be the Paying Agent and
the Security Registrar with respect to the Notes.
This Note is one of the duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness (hereinafter called the "Securities") of the
Company, of the series hereinafter specified, all issued or to be issued under
and pursuant to the Indenture, to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
The Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different covenants and
Events of Default and may otherwise vary as provided or permitted in the
Indenture. This Note is one of the series of Securities of the Company issued
pursuant to the Indenture and designated as the 6.70% Notes Due December 15,
2001 (herein called the "Notes"), limited in aggregate principal amount to
$350,000,000.
The Notes are not subject to redemption prior to maturity.
<PAGE>
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee to enter into supplemental indentures to the Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any manner
the rights of the Holders of the Securities of each series under the Indenture
with the consent of the Holders of not less than a majority in principal amount
of the Securities at the time Outstanding of each series to be affected thereby
on behalf of the Holders of all Securities of such series. The Indenture also
permits the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults and their consequences with respect to such
series under the Indenture, subject to the conditions provided in the Indenture.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, rate and respective times and in the coin or currency herein and in
the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of certain
conditions therein set forth, including the deposit of certain trust funds in
trust, the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and the obligations under, the Securities of any
series and to have satisfied all the obligations (with certain exceptions) under
the Indenture relating to the Securities of such series.
The Notes are issuable in registered form without coupons in denominations
of $1,000 and any integral multiple of $1,000. Notes may be exchanged for a
like aggregate principal amount of Notes of other authorized denominations at
the office or agency of the Company in the Borough of Manhattan, The City of New
York, designated for such purpose
<PAGE>
and in the manner and subject to the limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose, a new Note or Notes of authorized
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Unless otherwise defined herein, all terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Note shall be construed in accordance with and governed by the laws of
the State of New York without giving effect to the conflicts of laws provisions
thereof.
<PAGE>
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under the Indenture, this Note shall not be
entitled to any benefits under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, RITE AID CORPORATION has caused this Note to be duly
executed.
Dated: December 20, 1996 RITE AID CORPORATION
by
___________________________
Title:
[SEAL]
Attest:
_____________________
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee,
by
________________________
Authorized Officer
<PAGE>
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT--.................Custodian.................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
________________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
___________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
__________________________________________________ the within Note and all
rights thereunder, hereby irrevocably constituting and appointing
______________________ ______________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
<PAGE>
Note on the books of the Company, with full power of substitution in the
premises.
Dated: _______________________
_______________________________
Signature
(Signature must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change whatever.)
<PAGE>
EXHIBIT 4.2
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
is requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE HEREINAFTER
REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
RITE AID CORPORATION
7.125% NOTE DUE JANUARY 15, 2007
REGISTERED $350,000,000
NO. R-1 CUSIP
RITE AID CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $350,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on January ,
2007 in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of
<PAGE>
public and private debts, and to pay interest on said principal sum semiannually
on July 15 and January 15 of each year, commencing July 15, 1997, at said office
or agency, in like coin or currency, at the rate per annum specified in the
title hereof, from the July 15 or the January 15 as the case may be, next
preceding the date of this Note to which interest on the Notes has been paid or
duly provided for (unless the date hereof is the date to which interest on the
Notes has been paid or duly provided for, in which case from the date of this
Note), or, if no interest has been paid on the Notes or duly provided for, from
December 20, 1996 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after the 1st
day of any July or January and before the next succeeding July 15 or January 15,
this Note shall bear interest from such July 15 or January 15, as the case may
be; provided, however, that if the Company shall default in the payment of
-------- -------
interest due on such July 15 or January 15, then this Note shall bear interest
from the next preceding July 15 or January 15 to which interest on the Notes has
been paid or duly provided for, or, if no interest has been paid on the Notes or
duly provided for, from December 20, 1996. The interest so payable, and
punctually paid or duly provided for, on any July 15 or January 15 will, except
as provided in the Indenture dated as of August 1, 1993 (herein called the
"Indenture"), duly executed and delivered by the Company and First Trust of New
York, National Association, as Trustee (herein called the "Trustee"), be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the next preceding July 1 or January 1 ,
as the case may be (herein called the "Regular Record Date"), whether or not a
Business Day, and may, at the option of the Company, be paid by check mailed to
the registered address of such Person. Any such interest which is payable, but
is not so punctually paid or duly provided for, shall forthwith cease to be
payable to the registered Holder on such Regular Record Date and may be paid
either to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed and upon such notice as may be required by such exchange, if such
manner of payment shall be deemed practical by the Trustee, all as
<PAGE>
more fully provided in the Indenture. Notwithstanding the foregoing, in the case
of interest payable at Stated Maturity where the Note is converted after the
Regular Record Date and on or prior to the next succeeding interest payment
date, such interest shall be paid to the person in whose name the Note is
registered at the close of business on such Regular Record Date.
First Trust of New York, National Association, will be the Paying Agent and
the Security Registrar with respect to the Notes.
This Note is one of the duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness (hereinafter called the "Securities") of the
Company, of the series hereinafter specified, all issued or to be issued under
and pursuant to the Indenture, to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
The Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different covenants and
Events of Default and may otherwise vary as provided or permitted in the
Indenture. This Note is one of the series of Securities of the Company issued
pursuant to the Indenture and designated as the 7.125% Notes Due January 15,
2007 (herein called the "Notes"), limited in aggregate principal amount to
$350,000,000.
The Notes are not subject to redemption prior to maturity.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee to enter into supplemental indentures to the Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any manner
the rights of the Holders of the Securities of each series under the Indenture
with the consent of the Holders of not less than a majority in principal amount
of the Securities at the time Outstanding of each series to be affected thereby
on behalf of the Holders of all Securities of such series. The Indenture also
permits the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults and their consequences with respect to such
series under the Indenture.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, rate and respective times and in the coin or currency herein and in
the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of certain
conditions therein set forth, including the deposit of certain trust funds in
trust, the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and the obligations under, the Securities of any
series and to have satisfied all the obligations (with certain exceptions) under
the Indenture relating to the Securities of such series.
The Notes are issuable in registered form without coupons in denominations
of $1,000 and any integral multiple of $1,000. Notes may be exchanged for a
like aggregate principal amount of Notes of other authorized denominations at
the office or agency of the Company in the Borough of Manhattan, The City of New
York, designated for such purpose and in the manner and subject to the
limitations provided in the Indenture.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose, a new Note or Notes of authorized
<PAGE>
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No charge shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Unless otherwise defined herein, all terms used in this Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Note shall be construed in accordance with and governed by the laws of
the State of New York without giving effect to the conflicts of laws provisions
thereof.
<PAGE>
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under the Indenture, this Note shall not be
entitled to any benefits under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, RITE AID CORPORATION has caused this Note to be duly
executed.
Dated: December 20, 1996 RITE AID CORPORATION
by
___________________________
Title:
[SEAL]
Attest:
_____________________
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee,
by
________________________
Authorized Officer
<PAGE>
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT--...........Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
________________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
___________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
__________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE:
________________________________________________________________________________
__________________________________________________________________ the within
Note and all rights thereunder, hereby irrevocably constituting and appointing
____________________________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
<PAGE>
Note on the books of the Company, with full power of substitution in the
premises.
Dated: _______________________
_______________________________
Signature
(Signature must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change whatever.)
<PAGE>
EXHIBIT 4.3
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE HEREINAFTER
REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
RITE AID CORPORATION
7.70% DEBENTURE DUE FEBRUARY 15, 2027
REGISTERED $300,000,000
NO. R-1 CUSIP
RITE AID CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to
Cede & Co.
or registered assigns, the principal sum of $300,000,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, on February
15, 2027 in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of
<PAGE>
public and private debts, and to pay interest on said principal sum semiannually
on August 15 and February 15 of each year, commencing August 15, 1997, at said
office or agency, in like coin or currency, at the rate per annum specified in
the title hereof, from the August 15 or the February 15 as the case may be, next
preceding the date of this Debenture to which interest on the Debentures has
been paid or duly provided for (unless the date hereof is the date to which
interest on the Debentures has been paid or duly provided for, in which case
from the date of this Debenture), or, if no interest has been paid on the
Debentures or duly provided for, from December 20, 1996 until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing,
if the date hereof is after the 1st day of any August or February and before the
next succeeding August 15 or February 15 , this Debenture shall bear interest
from such August 15 or February 15, as the case may be; provided, however, that
-------- -------
if the Company shall default in the payment of interest due on such August 15 or
February 15 , then this Debenture shall bear interest from the next preceding
August 15 or February which interest on the Debentures has been paid or duly
provided for, or, if no interest has been paid on the Debentures or duly
provided for, from December 20, 1996. The interest so payable, and punctually
paid or duly provided for, on any August 15 or February 15 will, except as
provided in the Indenture dated as of August 1, 1993 (herein called the
"Indenture"), duly executed and delivered by the Company and First Trust of New
York, National Association, as Trustee (herein called the "Trustee"), be paid to
the Person in whose name this Debenture (or one or more Predecessor Securities)
is registered at the close of business on the next preceding August 1 or
February 1, as the case may be (herein called the "Regular Record Date"),
whether or not a Business Day, and may, at the option of the Company, be paid by
check mailed to the registered address of such Person. Any such interest which
is payable, but is not so punctually paid or duly provided for, shall forthwith
cease to be payable to the registered Holder on such Regular Record Date and may
be paid either to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Debentures not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Debentures may be listed and upon such
<PAGE>
notice as may be required by such exchange, if such manner of payment shall be
deemed practical by the Trustee, all as more fully provided in the Indenture.
Notwithstanding the foregoing, in the case of interest payable at Stated
Maturity where the Debenture is converted after the Regular Record Date and on
or prior to the next succeeding interest payment date, such interest shall be
paid to the person in whose name the Debenture is registered at the close of
business on such Regular Record Date.
First Trust of New York, National Association, will be the Paying Agent and
the Security Registrar with respect to the Debentures.
This Debenture is one of the duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness (hereinafter called the "Securities")
of the Company, of the series hereinafter specified, all issued or to be issued
under and pursuant to the Indenture, to which Indenture and any other indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee and any agent of the Trustee, any Paying Agent, the Company and the
Holders of the Securities and the terms upon which the Securities are issued and
are to be authenticated and delivered.
The Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different covenants and
Events of Default and may otherwise vary as provided or permitted in the
Indenture. This Debenture is one of the series of Securities of the Company
issued pursuant to the Indenture and designated as the 7.70% Debentures Due
February 15, 2027 (herein called the "Debentures"), limited in aggregate
principal amount to $300,000,000.
The Debentures are not subject to redemption prior to maturity.
<PAGE>
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of all of the Debentures may be declared due and
payable in the manner, with the effect and subject to the conditions provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee to enter into supplemental indentures to the Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any manner
the rights of the Holders of the Securities of each series under the Indenture
with the consent of the Holders of not less than a majority in principal amount
of the Securities at the time Outstanding of each series to be affected thereby
on behalf of the Holders of all Securities of such series. The Indenture also
permits the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults and their consequences with respect to such
series under the Indenture.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, rate and respective times and in the coin or currency
herein and in the Indenture prescribed.
As provided in the Indenture and subject to the satisfaction of certain
conditions therein set forth, including the deposit of certain trust funds in
trust, the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and the obligations under, the Securities of any
series and to have satisfied all the obligations (with certain exceptions) under
the Indenture relating to the Securities of such series.
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations at the office or agency of the Company in the Borough
of Manhattan, The City of New York, designated for
<PAGE>
such purpose and in the manner and subject to the limitations provided in the
Indenture.
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Company in the Borough of Manhattan, The City of New
York designated for such purpose, a new Debenture or Debentures of authorized
denominations for a like aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture.
No charge shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Debenture is registered as the owner hereof
for all purposes, whether or not this Debenture is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Unless otherwise defined herein, all terms used in this Debenture which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Debenture shall be construed in accordance with and governed by the
laws of the State of New York without giving effect to the conflicts of laws
provisions thereof.
<PAGE>
Unless the certificate of authentication hereon has been manually executed
by or on behalf of the Trustee under the Indenture, this Debenture shall not be
entitled to any benefits under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, RITE AID CORPORATION has caused this Debenture to be
duly executed.
Dated: December 20, 1996 RITE AID CORPORATION
by
___________________________
Title:
[SEAL]
Attest:
_____________________
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee,
by
________________________
Authorized Officer
<PAGE>
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT--...........Custodian.........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
________________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
___________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_________________________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
__________________________________________________ the within Debenture and all
rights thereunder, hereby irrevocably constituting and appointing
______________________ _________________________________________________________
attorney to transfer said Debenture on the books of the Company, with full power
of substitution in the premises.
Dated: _______________________
<PAGE>
attorney to transfer said Debenture on the books of the Company, with full power
of substitution in the premises.
Dated: ______________________
_______________________________
Signature
(Signature must correspond with
the name as written upon the face
of the within instrument in every
particular, without alteration or
enlargement or any change whatever.)
