Exhibit 10.1
FORM OF AMENDMENT NO. 1 TO SENIOR CREDIT AGREEMENT
This AMENDMENT NO. 1, dated as of November 6,
2000, to the SENIOR CREDIT AGREEMENT dated as of June
12, 2000 (as amended and modified from time to time,
the "Senior Credit Facility"), among RITE AID
CORPORATION, a Delaware corporation ("Rite Aid" or the
"Borrower"), the Banks (as defined in Article 1
thereof), CITICORP USA, INC. ("Citicorp USA"), as a
Swingline Bank, as an Issuing Bank, and as
administrative agent for the Banks (in such capacity,
the "Senior Administrative Agent"), CITICORP USA, INC.,
as collateral agent for the Banks (in such capacity,
the "Senior Collateral Agent") and HELLER FINANCIAL,
INC. and FLEET RETAIL FINANCE INC., as syndication
agents (in such capacity, the "Syndication Agents").
RECITALS
A. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Senior Credit Facility.
B. The Borrower requested that Citicorp USA, Inc., make additional
Term Loans in the aggregate amount of $100,000,000, and that certain
changes be made in the Minimum Interest Coverage Ratio and the Minimum
Fixed Charge Coverage Ratio.
C. The Borrower and the Banks are entering this Amendment pursuant
to Section 9.05(a) of the Senior Credit Facility.
AGREEMENTS
In consideration of the foregoing Recitals, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and the Banks agree as follows:
SECTION 1. Annex I. Annex I to the Senior Credit Facility is
amended in its entirety as set forth in Annex I to this Amendment.
SECTION 2. Additional Term Loans. Subject to the terms and
conditions and relying upon the representations and warranties set forth
herein and in the Senior Credit Facility, each of the Banks whose Term
Commitments are to be increased pursuant to Section 1 hereof agrees to make
additional Term Loans in the aggregate amount of $100,000,000 to the
Borrower on or before November 10, 2000 pursuant to Sections 2.03 of the
Senior Credit Facility, subject to the conditions set forth in Section
3.02 of the Senior Credit Facility.
SECTION 3. Minimum Interest Coverage Ratio. Section 5.18 of the
Senior Credit Facility is amended in its entirety to read as follows:
SECTION 5.18. Minimum Interest Coverage Ratio. At no time
shall the Consolidated Interest Coverage Ratio or the Retail
Interest Coverage Ratio, as the case may be, for any period be less
than the amount set forth below opposite such period:
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<CAPTION>
Amount
If no PCS Divestiture has If a PCS Divestiture
been consummated on has been consummated on
or before the last or before the last day of
day of such period, the such period, the minimum
minimum Consolidated Retail Interest Coverage
Period Interest Coverage Ratio Ratio
<S> <C> <C>
Fiscal quarter ending on
August 26, 2000 .75 .72
Two fiscal quarters ending
on November 25, 2000 .81 .79
Three fiscal quarters ending
on March 3, 2001 .96 .95
Four fiscal quarters ending
on June 2, 2001 1.01 .99
Four fiscal quarters ending
on September 1, 2001 1.12 1.09
Four fiscal quarters ending
on December 1, 2001 1.23 1.19
Four fiscal quarters ending
on March 2, 2002 1.39 1.37
Four fiscal quarters ending
on June 1, 2002 1.40 1.40
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SECTION 4. Minimum Fixed Charge Coverage Ratio. Section 5.19 of the
Senior Credit Facility is amended in its entirety to read as follows:
SECTION 5.19. Minimum Fixed Charge Coverage Ratio. At no
time shall the Consolidated Fixed Charge Coverage Ratio or the
Retail Fixed Charge Coverage Ratio, as the case may be, for any
period set forth below be less than the amount set forth below
opposite such period:
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<CAPTION>
Amount
If no PCS Divestiture has If a PCS Divestiture
been consummated on has been consummated on
or before the last or before the last day of
day of such period, the such period, the minimum
minimum Consolidated Fixed Retail Fixed Charge
Period Charge Coverage Ratio Coverage Ratio
<S> <C> <C>
Fiscal quarter ending
on August 26, 2000 .88 .88
Two fiscal quarters ending
on November 25, 2000 .89 .88
Three fiscal quarters ending
on March 3, 2001 .96 .95
Four fiscal quarters ending
on June 2, 2001 1.01 .99
Four fiscal quarters ending
on September 1, 2001 1.06 1.04
Four fiscal quarters ending
on December 1, 2001 1.11 1.09
Four fiscal quarters ending
on March 2, 2002 1.19 1.17
Four fiscal quarters ending
on June 1, 2002 1.20 1.19
SECTION 5. Binding Effect and Effectiveness. This Amendment may be
executed in as many counterparts as may be convenient and shall become
binding when the Borrower has executed and delivered at least one
counterpart and the following conditions precedent have been satisfied:
(a) The Borrower shall have paid to each Bank that executes
this Amendment at or before 12:00 noon, New York City time, on
November 6, 2000, an amendment fee equal to 0.125% of the sum of
such Bank's Revolving Credit Commitment and such Bank's Term
Exposure (computed in each case before giving effect to this
Amendment).
(b) With respect to the amendments set forth in Sections 1
and 2 hereof, this Amendment shall have been executed in
counterparts by each of the Banks.
(c) With respect to the amendments set forth in Sections 3
and 4 hereof and the other provisions of this Amendment, this
Amendment shall have been executed in counterparts by the Majority
Banks.
(d) The Borrower shall have paid to Agents and the Banks any
other fees payable by the Borrower in connection with this
Amendment.
SECTION 6. Governing Law. This Amendment shall be a contract made
under and governed by the laws of the State of New York, without regard to
the conflicts of law provisions thereof.
SECTION 7. Reference to Senior Credit Facility. Except as amended
hereby, the Senior Credit Facility shall remain in full force and effect
and is hereby ratified and confirmed in all respects. On and after the
effectiveness of the amendment to the Senior Credit Facility accomplished
hereby, each reference in the Senior Credit Facility, to "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and each reference
to the Senior Credit Facility shall be deemed a reference to the Senior
Credit Facility, as amended hereby, as the case may be.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective officers as of the date first
above written.
RITE AID CORPORATION
By:________________________________
Name:
Title:
THE BANKS
CITICORP USA, INC.
By:________________________________
Name:
Title:
HELLER FINANCIAL, INC.
By:________________________________
Name:
Title:
FLEET RETAIL FINANCE INC.
By:________________________________
Name:
Title:
FOOTHILL INCOME TRUST II, L.P.
By:________________________________
Name:
Title:
FOOTHILL CAPITAL CORPORATION
By:________________________________
Name:
Title:
FOOTHILL INCOME TRUST, L.P.
By:________________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By:________________________________
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT, INC.
By:________________________________
Name:
Title:
GMAC BUSINESS CREDIT, LLC
By:________________________________
Name:
Title:
GMAC COMMERCIAL CREDIT LLC
By:________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:________________________________
Name:
Title:
PPM AMERICA, INC.
By:________________________________
Name:
Title:
NATIONAL CITY COMMERCIAL FINANCE, INC.
By:________________________________
Name:
Title:
AMSOUTH BANK
By:________________________________
Name:
Title:
DEBIS FINANCIAL SERVICES, INC.
By:________________________________
Name:
Title:
THE PROVIDENT BANK
By:________________________________
Name:
Title:
SIEMENS FINANCIAL SERVICES, INC.
By:________________________________
Name:
Title:
SOVEREIGN BANK
By:________________________________
Name:
Title:
TEXTRON FINANCIAL CORPORATION
By:________________________________
Name:
Title:
KZH CRESCENT LLC
By:________________________________
Name:
Title:
KZH CRESCENT-2 LLC
By:________________________________
Name:
Title:
KZH CRESCENT-3 LLC
By:________________________________
Name:
Title:
KZH CNC LLC
By:________________________________
Name:
Title:
UNITED OF OMAHA LIFE INSURANCE
COMPANY
BY: TCW ASSET MANAGEMENT COMPANY,
ITS INVESTMENT ADVISOR
By:________________________________
Name:
Title:
BANCA ANTONIANA POPOLARE VENETA
By:________________________________
Name:
Title:
IBJ WHITEHALL BUSINESS CREDIT CORP.
By:________________________________
Name:
Title:
J/Z CBO (DELAWARE), LLC
By:________________________________
Name:
Title:
AG CAPITAL FUNDING PARTNERS
By:________________________________
Name:
Title:
BLACK DIAMOND CLO 1998-1 LTD.
By:________________________________
Name:
Title:
BLACK DIAMOND CLO 2000-1 LTD.
By:________________________________
Name:
Title:
WINGED FOOT FUNDING TRUST
By:________________________________
Name:
Title:
EATON VANCE SENIOR INCOME TRUST
By:________________________________
Name:
Title:
EV INSTITUTIONAL SENIOR LOAN FUND
By:________________________________
Name:
Title:
ELC (CAYMAN) LTD. 1999-II
By:________________________________
Name:
Title:
ELC (CAYMAN) LTD. 2000-I
By:________________________________
Name:
Title:
ELC (CAYMAN) LTD. CDO SERIES 1999-I
By:________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:________________________________
Name:
Title:
KATONAH I, LTD.
By:________________________________
Name:
Title:
LONG LANE MASTER TRUST IV
By:________________________________
Name:
Title:
TWC LEVERAGED INCOME TRUST II, LP
By:________________________________
Name:
Title:
TWC LEVERAGED INCOME TRUST IV, LP
By:________________________________
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By:________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By:________________________________
Name:
Title:
SEQUILS I, LTD.
By:________________________________
Name:
Title:
SEQUILS IV, LTD.
By:________________________________
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By:________________________________
Name:
Title:
VAN KAMPEN FLOATING RATE FUND
By:________________________________
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST
By:________________________________
Name
Title:
ACKNOWLEDGED BY
CITICORP USA, INC., as Senior Administrative
Agent
By:________________________________
Name:
Title:
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Annex I
Initial Revolving Credit Commitments and Term Loan Commitments
Bank Term Loan Revolving Credit Total
Commitment Commitment Commitment
<S> <C> <C> <C>
Citicorp USA, Inc. $ 40,285,714.27 $ 45,714,285.71 $ 85,999,999.98
Heller Financial Inc. $ 24,285,714.29 $ 35,714,285.71 $ 60,000,000.00
Fleet Retail Finance Inc $ 38,571,428.57 $ 46,428,571.43 $ 85,000,000.00
Foothill Income Trust II, L.P. $ 30,142,857.14 $ 12,857,142.86 $ 43,000,000.00
Foothill Capital Corporation $ 24,285,714.29 $ 35,714,285.71 $ 60,000,000.00
Foothill Income Trust, L.P. $ 20,000,000.00 $ 20,000,000.00
The Chase Manhattan Bank $ 18,571,428.57 $ 46,428,571.43 $ 65,000,000.00
The CIT Group/Business Credit, Inc. $ 34,285,714.29 $ 35,714,285.71 $ 70,000,000.00
GMAC Business Credit, LLC $ 7,142,857.14 $ 17,857,142.86 S 25,000,000.00
GMAC Commercial Credit, LLC $ 21,428,571.43 $ 53,571,428.57 $ 75,000,000.00
General Electronic Capital Corporation $ 44,428,571.43 $ 48,571,428.57 $ 93,000,000.00
PPM America, Inc. $ 14,285,714.29 $ 35,714,285.71 $ 50,000,000.00
National City Commercial Finance, Inc. $ 7,142,857.14 $ 17,857,142.86 $ 25,000,000.00
Amsouth Bank $ 5,714,285.71 $ 14,285,714.29 $ 20,000,000.00
Debis Financial Services, Inc. $ 4,285,714.29 $ 10,714,285.71 $ 15,000,000.00
Banca Antoniana Populare Veneta $ 2,857,142.86 $ 7,142,857.14 $ 10,000,000.00
The Provident Bank $ 2,857,142.86 $ 7,142,857.14 $ 10,000,000.00
Siemens Financial Services, Inc. $ 2,857,142.86 $ 7,142,857.14 $ 10,000,000.00
Textron Financial Corporation $ 5,714,285.71 $ 14,285,714.29 $ 20,000,000.00
KZH Crescent LLC $ 5,500,000.00 $ 5,500,000.00
KZH Crescent-2 LLC $ 7,500,000.00 $ 7,500,000.00
KZH Crescent-3 LLC $ 5,500,000.00 $ 5,500,000.00
KZH CNC LLC $ 1,500,000.00 $ 11,500,000.00
United of Omaha Life Insurance Company $ 2,000,000.00 $ 2,000,000.00
IBJ Whitehall Business Credit Corp. $ 20,000,000.00 $ 20,000,000.00
J/Z CBO (Delaware), LLC $ 4,500,000.00 $ 4,500,000.00
AG Capital Funding Partners $ 6,000,000.00 $ 6,000,000.00
Black Diamond CLO 1998-1 Ltd. $ 8,000,000.00 $ 8,000,000.00
Black Diamond CLO 2000-1 Ltd. $ 10,000,000.00 $ 10,000,000.00
Winged Foot Funding Trust $ 2,500,000.00 $ 2,500,000.00
Eaton Vance Senior Income Trust $ 3,000,000.00 $ 3,000,000.00
EV Institutional Senior Loan Fund $ 1,000,000.00 $ 1,000,000.00
ELC (Cayman) Ltd. 1999-II $ 2,500,000.00 $ 2,500,000.00
ELC (Cayman) Ltd. 2000-I $ 5,000,000.00 $ 5,000,000.00
ELC (Cayman) Ltd. CDO Series 2000-I $ 2,500,000.00 $ 2,500,000.00
First Union National Bank $ 5,000,000.00 $ 5,000,000.00
Katonah I, Ltd. $ 5,000,000.00 $ 5,000,000.00
Long Lane Master Trust IV $ 5,000,000.00 $ 5,000,000.00
TWC Leveraged Income Trust II, LP $ 4,500,000.00 $ 4,500,000.00
TWC Leveraged Income Trust IV, LP $ 5,000,000.00 $ 5,000,000.00
Oxford Strategic Income Fund $ 1,000,000.00 . $ 1,000,000.00
Senior Debt Portfolio $ 70,000,000.00 $ 70,000,000.00
Sequils I, Ltd. $ 8,000,000.00 $ 8,000,000.00
Sequils IV, Ltd. $ 7,500,000.00 $ 7,500,000.00
Van Kampen Prime Rate Income Trust $ 20,000,000.00 $ 20,000,000.00
Van Kampen Floating Rate Fund $ 14,000,000.00 $ 14,000,000.00
Van Kampen Senior Income Trust $ 16,000,000.00 $ 16,000,000.00
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TOTAL COMMITMENTS $ 600,000,000.00 $500,000,000.00 $1,100,000,000.00
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