Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such "Restricted Payment" shall be the Fair Market Value of the remaining interest, if any, in such former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries.
Notwithstanding the foregoing, no payment or other transaction permitted by clause (c) or (f) under the caption "Limitation on Transactions with Affiliates" will be considered a Restricted Payment.
"Second Priority Indemnity, Subrogation and Contribution Agreement" means the Second Priority Indemnity, Subrogation and Contribution Agreement, dated as of June 27, 2001, as amended and restated as of May 28, 2003, among the Company, the Subsidiary Guarantors and the Second Priority Collateral Trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Second Priority Instructing Group" means Second Priority Representatives with respect to Second Priority Debt Facilities under which at least a majority of the then aggregate amount of Second Priority Debt Obligations are outstanding.
"Second Priority Lien" means the liens on the Second Priority Collateral in favor of the Second Priority Debt Parties under the Second Priority Collateral Documents.
"Second Priority Representative" means, in respect of a Second Priority Debt Facility, the Trustee, and the trustee, administrative agent, security agent or similar agent under each other Second Priority Debt Facility, as the case may be, and each of their successors in such capacities.
"Second Priority Subsidiary Guarantee Agreement" means the Second Priority Subsidiary Guarantee Agreement, dated as of June 27, 2001, as amended and restated as of May 28, 2003, made by the Subsidiary Guarantors (including any additional Subsidiary Guarantor becoming party thereto after May 28, 2003) in favor of the Second Priority Collateral Trustee for the benefit of the Second Priority Debt Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Second Priority Subsidiary Security Agreement" means the Second Priority Subsidiary Security Agreement, dated as of June 27, 2001, as amended and restated as of May 28, 2003, made by the Subsidiary Guarantors (including any additional Subsidiary Guarantor becoming party thereto after May 28, 2003) in favor of the Second Priority Collateral Trustee for the benefit of the Second Priority Debt Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Secured Debt" means indebtedness for money borrowed which is secured by a mortgage, pledge, lien, security interest or encumbrance on property of the Company or any Restricted Subsidiary, but shall not include guarantees arising in connection with the sale, discount, guarantee or pledge of notes, chattel mortgages, leases, accounts receivable, trade acceptances and other paper arising, in the ordinary course of business, out of installment or conditional sales to or by, or transactions involving title retention with, distributors, dealers or other customers, of merchandise, equipment or services.
"Secured Obligations" means the Senior Obligations, the Second Priority Debt Obligations and any other Debt or obligations related to such Debt that is secured by a Lien on any Collateral.
"Securities Act" means the Securities Act of 1933.
"Senior Bank" means a "Bank" as defined in the Senior Credit Facility.
"Senior Bank Obligations" means (a) the principal of each loan made under the Senior Credit Facility, (b) all reimbursement and cash collateralization obligations in respect of letters of credit issued under the Senior Credit Facility, (c) all monetary obligations of the Company or any Subsidiary under each Senior Interest Rate Agreement (as defined in the Senior Credit Facility) entered into (x) prior to September 22, 2004 with any counterparty that was a Senior Bank (or an Affiliate thereof) on September 22, 2004 or (y) on or after September 22, 2004 with any counterparty that was a Senior Bank (or an Affiliate thereof) at the time such Senior Interest Rate Agreement was entered into, (d) all interest on the loans, letter of credit reimbursement and other obligations under the Senior Credit Facility or such Senior Interest Rate Agreements (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company or any Subsidiary Guarantor, whether or not allowed or allowable as a claim in such proceeding), (e) all other amounts payable by the Company under the Senior Debt Documents and (f) all increases, renewals, extensions and refinancings of the foregoing.
"Senior Bank Parties" means each party to the Senior Credit Facility from time to time other than any Obligor, each counterparty to a Senior Interest Rate Agreement, the beneficiaries of each
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indemnification obligation undertaken by the Company or any other Obligor under any Senior Debt Document, and the successors and permitted assigns of each of the foregoing.
"Senior Collateral" means all the "Senior Collateral" as defined in any Senior Collateral Document and shall also include the mortgaged properties described in the Senior Credit Facility and the proceeds thereof.
"Senior Collateral Agents" means Citicorp North America, Inc. and JPMorgan Chase Bank, in their capacities as Senior Collateral Agents under the Senior Collateral Documents, and their respective successors.
"Senior Collateral Documents" means the Senior Mortgages, the Senior Subsidiary Security Agreement, the Senior Subsidiary Guarantee Agreement, the Senior Indemnity, Subrogation and Contribution Agreement, the Intercreditor Agreement and each of the mortgages, security agreements and other instruments and documents executed and delivered by any Subsidiary Guarantor pursuant to any of the foregoing or pursuant to the Senior Credit Facility or any Additional Senior Debt Facility or for purposes of providing collateral security or credit support for any Senior Bank Obligation or Additional Senior Debt Obligation or obligation under the Senior Subsidiary Guarantee Agreement (including, in each case, any schedules, exhibits or annexes thereto), as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Senior Credit Facility" means the Senior Credit Agreement dated as of June 27, 2001 as amended and restated as of August 4, 2003, as further amended and restated as of September 22, 2004 (as may be further amended, modified, supplemented or Refinanced from time to time), among the Company, the Banks as defined therein, Citicorp North America, Inc., as administrative agent and collateral processing co-agent, JPMorgan Chase Bank, as syndication agent and collateral processing co-agent, Fleet Retail Group, Inc., as co-documentation agent and collateral agent and The CIT Group/Business Credit, Inc. and General Electric Capital Corporation, as co-documentation agents.
"Senior Debt Documents" means (a) the Senior Credit Facility, each "Loan Document" as defined in the Senior Credit Facility, each Senior Interest Rate Agreement and the Senior Collateral Documents and (b) any Additional Senior Debt Documents.
"Senior Facilities" means the Senior Credit Facility and any Additional Senior Debt Facilities.
"Senior Indemnity, Subrogation and Contribution Agreement" means the Senior Indemnity, Subrogation and Contribution Agreement, dated as of June 27, 2001 as amended and restated as of May 28, 2003, as further amended and restated as of September 22, 2004 among the Company, the Subsidiary Guarantors (including Subsidiary Guarantors becoming party thereto after June 27, 2001) and the Senior Collateral Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Senior Lien" means the liens on the Senior Collateral in favor of the Senior Bank Parties under the Senior Collateral Documents.
"Senior Mortgages" means the mortgages, deeds of trust, leasehold mortgages, assignments of leases and rents, modifications and other security documents delivered pursuant to the Senior Credit Facility.
"Senior Obligations" means the Senior Bank Obligations and any Additional Senior Debt Obligations.
"Senior Secured Parties" means the Senior Bank Parties and any Additional Senior Debt Parties.
"Senior Subsidiary Guarantee Agreement" means the Senior Subsidiary Guarantee Agreement, made by the Subsidiary Guarantors (including Subsidiary Guarantors that become parties thereto after June 27, 2001) in favor of the Senior Collateral Agents for the benefit of the Senior Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Senior Subsidiary Security Agreement" means the Senior Subsidiary Security Agreement, made by the Subsidiary Guarantors (including Subsidiary Guarantors that become parties thereto after June
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27, 2001) in favor of the Senior Collateral Agents for the benefit of the Senior Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.
"Series D Preferred Stock" means the Company's Preferred Stock, par value $1.00 per share, designated as Series D.
"Significant Subsidiary" means any Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission.
"Specified Collateral Disposition" means any Collateral Disposition (other than a Collateral Disposition occurring following the occurrence of a Triggering Event) in respect of which all or a portion of the resulting proceeds are required by the terms of any Second Priority Debt Obligations to be used or allocated to Repay such Second Priority Debt Obligations.
"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which are customary in an accounts receivable securitization transaction involving a comparable company.
"Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).
"Subordinated Obligation" means any Debt of the Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Notes or the applicable Subsidiary Guarantee pursuant to a written agreement to that effect.
"Subsidiary" means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by:
(a) such Person;
(b) such Person and one or more Subsidiaries of such Person; or
(c) one or more Subsidiaries of such Person.
"Subsidiary Guarantee" means a Guarantee by a Subsidiary Guarantor of the Company's obligations with respect to the Notes pursuant to the Second Priority Subsidiary Guarantee Agreement or otherwise on the terms set forth in the Indenture.
"Subsidiary Guarantor" means each Subsidiary that is a party to the Second Priority Subsidiary Guarantee Agreement as of the Issue Date and any other Person that Guarantees the Notes pursuant to the covenant described under "—Restrictive Covenants—Guarantees by Subsidiaries".
"Temporary Cash Investments" means any of the following:
(a) Investments in U.S. Government Obligations maturing within 365 days of the date of acquisition thereof;
(b) Investments in time deposit accounts, certificates of deposit, money market deposits maturing within 90 days of the date of acquisition thereof issued by a bank or trust company organized under the laws of the United States of America or any state thereof having capital, surplus and undivided profits aggregating in excess of $500 million and whose long-term debt is rated "A-3" or "A–" or higher according to Moody's or S&P (or such similar equivalent rating by at least one "nationally recognized statistical rating organization" (as defined in Rule 436 under the Securities Act));
(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:
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(1) a bank meeting the qualifications described in clause (b) above; or
(2) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;
(d) Investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment therein is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P (or such similar equivalent rating by at least one "nationally recognized statistical rating organization" (as defined in Rule 436 under the Securities Act));
(e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer's option, provided that:
(1) the long-term debt of such state is rated "A-3" or "A–" or higher according to Moody's or S&P (or such similar equivalent rating by at least one "nationally recognized statistical rating organization" (as defined in Rule 436 under the Securities Act)); and
(2) such obligations mature within 180 days of the date of acquisition thereof; and
(f) money market funds at least 95% of the assets of which constitute Temporary Cash Equivalents of the kinds described in clauses (a) through (e) of this definition.
"Triggering Event" at any time has the meaning set forth in the Intercreditor Agreement.
"12.5% Notes" means the Company's 12.5% Senior Secured Notes Due 2006 issued under the indenture dated as of June 27, 2001, among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company, as trustee, and outstanding on February 12, 2003.
"Unrestricted Subsidiary" means:
(a) any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under "—Restrictive Covenants—Designation of Restricted and Unrestricted Subsidiaries" and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and
(b) any Subsidiary of an Unrestricted Subsidiary.
"U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.
"Voting Stock" of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
"Wholly Owned Restricted Subsidiary" means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors' qualifying shares) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Subsidiaries.
Book-Entry Delivery and Form
Except as described below, the Exchange Bonds will be initially represented by one or more global bonds ("Global Bonds") in fully registered form without interest coupons. The Global Bonds will be deposited with the Trustee, as custodian for DTC, and DTC or its nominee will initially be the sole registered holder of the Exchange Bonds for all purposes under the Indenture. We expect that, pursuant to procedures established by DTC, (i) upon the issuance of Global Bonds, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual
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beneficial interests represented by such Global Bonds to the respective accounts of persons who have accounts with such depositary, and (ii) ownership of beneficial interests in the Global Bonds will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Ownership of beneficial interests in the Global Bonds will be limited to persons who have accounts with DTC ("participants") or persons who hold interests through participants. Holders of Exchange Bonds may hold their interests in the Global Bonds directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.
So long as DTC, or its nominee, is the registered owner or holder of the Global Bonds, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Exchange Bonds represented by such Global Bonds for all purposes under the Indenture. No beneficial owner of an interest in the Global Bonds will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the Indenture with respect to the Exchange Bonds.
Payments of the principal of, premium (if any) and interest on the Global Bonds will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the Company, the Trustee, nor any paying agent will have any responsibility or liability for any aspect of the records relating to such beneficial ownership interest.
We expect that DTC or its nominee, upon receipt of any payment of principal, premium (if any), or interest on the Global Bonds, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Bonds as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Bonds held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.
Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same-day funds.
So long as DTC or its nominee is the registered owner or holder of such Global Bonds, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Exchange Bonds represented by such Global Bonds for the purposes of receiving payment on the Exchange Bonds, receiving notices and for all other purposes under the Indenture and the Exchange Bonds. Beneficial interests in the Global Bonds will be evidenced only by, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as provided below, owners of beneficial interests in a Global Bond will not be entitled to receive physical delivery of certificated Exchange Bonds in definitive form and will not be considered the holders of such Global Bond for any purposes under the Indenture. Accordingly, each person owning a beneficial interest in a Global Bond must rely on the procedures of DTC and, if such person is not a participant, on the procedures of the participant through which such person owns its interests, to exercise any rights of a holder of Exchange Bonds under the Indenture. We understand that under existing industry practices, in the event that we request any action of holders of Exchange Bonds or that an owner of a beneficial interest in a Global Bond desires to give or take any action that a holder of Exchange Bonds is entitled to give or take under the Indenture, DTC would authorize the participants holding the relevant beneficial interest to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of the beneficial owners owning through them.
DTC has advised us that it will take any action permitted to be taken by a holder of Exchange Bonds only at the direction of one or more participants to whose account the DTC interests in the Global Bonds are credited and only in respect of such portion of the aggregate principal amounts of Exchange Bonds as to which such participant or participants has or have been given such direction.
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DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies, and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").
Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Bonds among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither us nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
Certificated Securities
Exchange Bonds will be issued in physical form and delivered to each person that DTC identifies as a beneficial owner of the related Exchange Bonds only if (i) DTC notifies us that it is unwilling or unable to continue as depositary for the Global Bonds or if at any time DTC ceases to be a "clearing agency" registered under the Exchange Act and we thereupon fail to appoint a successor depositary within 90 days of such notice, (ii) we, at our option, notify the Trustee in writing that we elect to cause the issuance of Exchange Bonds in certificated form or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Exchange Bonds. Upon any such exchange, certificated Exchange Bonds in authorized denominations of $1,000 and any integral multiple thereof shall be registered in the names of the beneficial owners of the Global Bonds, which names shall be provided by DTC's relevant participants (as identified by DTC) to the Trustee.
Registration Rights
We are making the exchange offer to satisfy your registration rights, as a holder of the Restricted Bonds. The following description of certain material provisions of the registration rights agreement is a summary only. Because this section is a summary, it does not describe every aspect of the registration rights agreement. This summary is subject to and qualified in its entirety by reference to all the provisions of the registration rights agreement, a copy of which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.
Pursuant to the registration rights agreement, we agreed, for the benefit of the holders of the Restricted Bonds, at our cost to:
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| • | file, no later than 90 days after the date of the original issuance of the Restricted Bonds, a registration statement for Exchange Bonds, secured on a paripassu basis by the same collateral as the Restricted Bonds and with identical terms to the Restricted Bonds except that the Exchange Bonds will not contain terms with respect to transfer restrictions and registration rights and will not provide for the payment of additional interest under the circumstances described below; |
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| • | use our best efforts to cause the exchange offer registration statement to become effective no later than 180 days after the date of the original issuance of the Restricted Bonds and to remain effective until the closing of the exchange offer or so long as necessary to permit the prospectus forming part of the exchange offer registration statement to be used by all persons subject to the prospectus delivery requirements of the Securities Act with respect to resales of the Exchange Bonds; and |
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| • | to initiate the exchange offer, as soon as practicable following the effectiveness of the exchange offer registration statement, and to keep the exchange offer open for not less than 30 days and not more than 45 days (or in each case longer, if required by applicable law) after the commencement of the exchange offer. |
Shelf Registration
If :
(1) we are not permitted to effect the exchange offer because of any change in law or applicable interpretations thereof by the SEC's staff,
(2) for any other reason the exchange offer registration statement is not declared effective within 180 days after the date of the original issuance of the Restricted Bonds or the exchange offer is not consummated within 210 days after the date of the original issuance of the Restricted Bonds,
(3) a holder (including an initial purchaser of Restricted Bonds) of Restricted Bonds notifies us following the completion of the exchange offer that the Restricted Bonds held by such holder are not eligible to be exchanged for Exchange Bonds in the exchange offer,
(4) subject to certain exceptions, certain holders (other than the initial purchasers of Restricted Bonds) of the Restricted Bonds are prohibited by law or the policy of the SEC from participating in the exchange offer or their Exchange Bonds may not be freely transferable other than by reason of such holder being an affiliate of ours, or
(5) subject to certain exceptions, in the case of any initial purchaser of Restricted Bonds that participates in the exchange offer or acquires Exchange Bonds in certain circumstances, such initial purchaser of Restricted Bonds does not receive freely tradeable Exchange Bonds in exchange for Restricted Bonds constituting any portion of an unsold allotment,
then we will:
(1) promptly file (but in no event more than 30 days after so required or requested) with the SEC, a shelf registration statement on an appropriate form under the Securities Act relating to the offer and sale of the relevant Restricted Bonds, or the Exchange Bonds in certain circumstances, by the holders thereof from time to time;
(2) use our reasonable best efforts to cause the shelf registration statement to be declared effective;
(3) subject to certain suspension periods, keep the shelf registration statement continuously effective until the earlier of (a) two years from the effective date of the shelf registration statement or such shorter period that will terminate when all the securities covered by the shelf registration statement have been sold pursuant thereto, (b) the date the securities covered by the shelf registration statement cease to be outstanding or (c) the date on which the securities covered by the shelf registration statement become eligible for resale without volume restrictions pursuant to Rule 144 under the Securities Act; and
(4) ensure that any shelf registration statement, including any amendments or supplements and any prospectus forming part thereof, complies in all material respects with the Securities Act and the rules and regulations of the SEC thereunder.
Additional Interest
If: (i) we fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing; (ii) any of such registration statements are not declared effective by the SEC on or prior to the date specified for such effectiveness; (iii) we fail to consummate the exchange offer within 210 days after the date of the original issuance of the Restricted Bonds; (iv) a shelf registration statement, if required, has not been filed on or prior to the 30th day after our obligation to file a shelf registration statement arises; or (v) any required
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registration statement is filed and declared effective but thereafter ceases to be effective (subject to certain exceptions) (we refer to each such event in clauses (i) through (v) above, as a registration default), then we will be obligated to pay additional interest to each holder of Restricted Bonds that are subject to certain transfer restrictions (as set forth in the registration rights agreement), with respect to the first 90-day period immediately following the occurrence of a registration default, at a rate of 0.25% per annum on the principal amount of the Restricted Bonds that are subject to certain transfer restrictions (as set forth in the registration rights agreement) held by such holder. The amount of additional interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of additional interest for all registration defaults of 0.50% per annum on the principal amount of Restricted Bonds that are subject to transfer restrictions. We are not required to pay additional interest for more than one registration default at any given time. Following the cure of the registration default, the accrual of additional interest will cease.
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DESCRIPTION OF COLLATERAL AND INTERCREDITOR ARRANGEMENTS
The following summary of our collateral and intercreditor arrangements is subject to and qualified in its entirety by reference to the detailed provisions of the security and guarantee agreements, the collateral trust and intercreditor agreement and the other agreements relating to the collateral. We urge you to read those agreements and the indenture governing the notes because they, and not this description, define your rights as a holder of the notes. Copies of such agreements are available upon request to us or the initial purchasers. This summary should also be read in conjunction with the "Description of the Exchange Bonds" contained in this prospectus.
Collateral
Our obligations under the Exchange Bonds will be fully and unconditionally guaranteed, jointly and severally, subject to certain limitations, by our subsidiaries that from time to time guarantee our obligations under our senior credit facility. Our direct obligations under the Exchange Bonds will not be secured. The subsidiary guarantees will be secured (subject to permitted liens) on a second priority basis by liens on substantially the same assets that secure borrowings under our senior credit facility on a first priority basis (other than cash or cash equivalents securing letter of credit obligations). The second priority liens on the collateral will run in favor of a second priority collateral agent for the benefit of the holders of our second priority debt obligations, including for the holders of the Exchange Bonds, and will be subject to the terms of the collateral trust and intercreditor agreement described below. The second priority liens will be shared equally and ratably (subject to permitted liens) with guarantees of our other second priority debt obligations in the distribution of the collateral, including the holders of our 12.5% senior secured notes, 9½% senior secured notes and 8.125% senior secured notes. We may also incur additional debt that is secured by the collateral on a senior priority basis and second priority basis. We may incur such debt without the consent of the holders of the Exchange Bonds.
The collateral securing guarantees of the senior credit facility and the Exchange Bonds will initially consist primarily of the following assets of the subsidiary guarantors:
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| • | inventory; |
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| • | accounts receivable (to the extent not included in our off balance-sheet accounts receivable securitization program); and |
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| • | intellectual property. |
Exercise of Remedies and Application of Proceeds
All rights against the collateral are subject to the terms and provisions of the collateral trust and intercreditor agreement, among us, the subsidiary guarantors, the senior collateral agent, the second priority collateral trustee, which represents the holders of the 12.5% senior secured notes, the 9½% senior secured notes, the 8.125% senior secured notes and the Exchange Bonds offered hereby, and each other second priority debt representative that becomes a party thereto. Pursuant to the collateral trust and intercreditor agreement, the second priority collateral trustee has the authority to act as the exclusive agent for each of the parties to our second priority obligations, including for holders of the Exchange Bonds, with respect to the enforcement of any remedy against the collateral.
The decision of whether, and to what extent, to exercise remedies against the collateral will be solely at the direction of the then controlling party under the collateral trust and intercreditor agreement. Initially, and for so long as the senior credit facility or any refinancing of the senior credit facility is in effect, the controlling party under the collateral trust and intercreditor agreement will be the senior collateral agent and the lenders under the senior credit facility or any such refinancing that hold, in the aggregate, a majority of the outstanding loans and unused commitments under the senior credit facility (the "majority senior parties"). Following the date on which (i) all obligations under the senior credit facility (including any refinancing) have been paid in full, including any hedging agreements (ii) all lending commitments under the senior credit facility (including any such
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refinancing) have been terminated, and (iii) there are no outstanding letters of credit under the senior credit facility (including any such refinancing) (the "senior obligation payment date"), the second priority collateral trustee and the trustee or other representatives of the second priority obligations representing a majority of all of our second priority obligations (the "second priority instructing group") will have the exclusive right to exercise any right or remedy with respect to the collateral. The terms of the Exchange Bonds provide that holders of Exchange Bonds are deemed to consent to an amendment to the collateral trust and intercreditor agreement that would extend such control rights to any other first priority debt, so long as any first priority debt obligations are outstanding, prior to the second priority obligations having any right to control actions.
The second priority collateral trustee and the holders of the second priority obligations, including the holders of the Exchange Bonds, will not have any right to initiate or direct the exercise of remedies against the collateral while the senior credit facility (including any refinancing) and possibly other first priority debt exists. As a result, even following an event of default, including a bankruptcy proceeding, under the indenture governing the Exchange Bonds and an acceleration of the debt evidenced by the Exchange Bonds, neither the trustee nor the holders of the Exchange Bonds will have any right or ability to exercise or cause the exercise of remedies against the collateral while the senior credit facility (or any refinancing) or possibly any other first priority obligation exists. During any period after the senior obligation payment date, the controlling party will be the second priority collateral trustee and the second priority instructing group.
If the second priority collateral trustee or any holder of any second priority obligation receives any cash proceeds or other monies in respect of the collateral by exercise of any rights of set-off or otherwise at any time when the senior collateral agent or the majority senior parties would be entitled to direct the exercise of remedies against the collateral, such proceeds or monies are required to be delivered to the senior collateral agent to be applied in accordance with the terms of the collateral trust and intercreditor agreement.
The cash proceeds of any sales of, or collections on, any collateral received upon the exercise of remedies, including pursuant to a bankruptcy proceeding, will be applied pursuant to the collateral trust and intercreditor agreement in the following order of priority:
First, to the payment of all unpaid fees, expenses, reimbursements, indemnifications and advancements of the senior collateral agent and the second priority collateral trustee, on a pro-rata basis;
Second, to the payment of all obligations under the senior credit facility (including any refinancing);
Third, to the payment of all fees, expenses, reimbursements or indemnifications of the trustee, administrative agent, security agent or similar agent under each second priority obligation, including the Exchange Bonds, our 12.5% senior secured notes, our 9½% senior secured notes, our 8.125% senior secured notes and any additional second priority obligation incurred to refinance a second priority obligation, on a pro-rata basis;
Fourth, to the payment of all second priority obligations, including the Exchange Bonds, our 12.5% senior secured notes, our 9½% senior secured notes, our 8.125% senior secured notes and any additional second priority obligation incurred to refinance a second priority debt obligation, on a pro rata basis; and
Fifth, to us and the subsidiary guarantors or to whomever else may be lawfully entitled to receive the proceeds.
The terms of the Exchange Bonds provide that, without limiting the restrictions in the indenture governing the Exchange Bonds, holders of Exchange Bonds are deemed to consent to any amendment to the collateral trust and intercreditor agreement approved by the senior credit facility lenders that would change the amount, or any restrictions on the terms, of debt that may be secured by liens on the collateral.
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Releases of Collateral
The majority of the senior secured parties may release the first priority lien on any collateral, in whole or in part, by giving written instructions to the senior collateral agent. Notwithstanding the foregoing, the release of substantially all of the collateral securing the secured obligations under the senior credit facility requires the written consent of all the senior secured parties.
The second priority lien on any collateral may also, at any time, be released in part by the second priority collateral trustee pursuant to written instructions of the second priority instructing group. Notwithstanding the foregoing, the release of all or substantially all of the collateral securing the second priority obligations requires the consent of all of the parties to the second priority debt obligations, including the consent of the holders of the Exchange Bonds. If the lenders under the senior credit facility at any time release the first priority liens on collateral, in whole or in part, securing our obligations under the senior credit facility, then, under the terms of the indenture, the indenture for the 9½% senior secured notes and the indenture for the 8.125% senior secured notes, the holders of the Exchange Bonds, the 9½% senior secured notes and the 8.125% senior secured notes will be deemed to have given approval (including for purposes of determining actions of the second priority instructing group) for the release of the liens securing the second priority debt, so long as (i) no lien securing any indebtedness remains on such collateral, and (ii) after giving effect to any release of the second priority lien on such collateral, at least $500.0 million aggregate principal amount of indebtedness remains outstanding under the senior credit facility.
The collateral trust and intercreditor agreement provides that in the event of a sale, transfer or other disposition of collateral following certain events of default under the senior debt documents or the second priority debt documents, any security interest or lien of the second priority debt parties in such collateral (but not the proceeds thereof to the extent that such proceeds are to be applied to second priority debt obligations) will terminate and be released automatically and without further action if the senior lien in such collateral is released. In addition, the collateral trust and intercreditor agreement, the senior credit facility, the indenture governing the Exchange Bonds and the other agreements governing the first priority and second priority liens permit us to dispose of the collateral, with a corresponding release of the lien on the collateral, to the extent permitted by the senior debt documents and the second priority debt documents. As a result, a disposition that does not violate the asset disposition covenant in the indenture governing the Exchange Bonds may result in a release of the lien on those assets without the consent of the senior secured parties or the parties to the second priority debt obligations. See "Description of the Exchange Bonds—Security for Subsidiary Guarantees" for certain other circumstances under which liens on the collateral securing guarantees of the Exchange Bonds may be released, including without the consent of holders of Exchange Bonds. Currently permitted dispositions pursuant to the senior debt documents and other second priority debt documents, any of which may be amended without the consent of holders of Exchange Bonds, include:
| |
| • | dispositions of inventory at retail, cash, cash equivalents and other cash managing investments and obsolete, unused, uneconomic or unnecessary equipment, in each case in the ordinary course of business; |
| |
| • | certain sales of overdue accounts; |
| |
| • | sales or transfers of accounts receivables pursuant to our accounts receivable securitization program; and |
| |
| • | other sales or dispositions of real or personal property in the ordinary course of business, consistent with past practice and consistent with our five year business plan previously submitted to our lenders under the senior credit facility; provided that the aggregate consideration received for such sales and dispositions do not exceed $75.0 million in any fiscal year. |
Any remaining proceeds from any permitted collateral disposition will be allocated to the repurchase of our second priority debt obligations required to be repurchased with the proceeds of a senior collateral disposition, on a basis that may result in the 12.5% senior secured notes receiving
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more than a pro rata allocation. Our 12.5% senior secured notes include a provision that requires that any remaining proceeds from the sale of collateral allocated to the 12.5% senior secured notes, after the required prepayment under the senior credit facility are made, be used to repurchase the 12.5% senior secured notes at 100% of the principal amount of such notes on a pro rata basis. Any excess proceeds remaining after the respective noteholders have been given the opportunity to tender their notes will be used to purchase these notes in the open market and otherwise deposited in an account for the benefit of the 12.5% senior secured notes. The 12.5% senior secured notes will be secured by a first priority security interest in their account. The terms of the 9½% senior secured notes and 8.125% senior secured notes take such proceeds into account for purposes of making an asset sale proceeds offer for the 9½% senior secured notes and 8.125% senior secured notes, but do not provide for proceeds to be deposited or held for the benefit of 9½% senior secured notes or the 8.125% senior secured notes. Although the terms of the Exchange Bonds would take such proceeds into account for purposes of making an asset sale proceeds offer for Exchange Bonds (to the extent not inconsistent with the terms of such other second priority debt), the Exchange Bonds do not provide for proceeds to be deposited or held for the benefit of the Exchange Bonds. In the event allocating a portion of such proceeds to the Exchange Bonds is inconsistent with such other second priority debt, all or a portion of such proceeds may not be taken into account with respect to the Exchange Bonds, even if they are taken into account for the 9½% senior secured notes or the 8.125% senior secured notes.
Amendment to Collateral Documents
The majority senior parties and second priority instructing group may amend, supplement or waive any provision of the collateral trust and intercreditor agreement unless:
| |
| • | it requires our consent or increases our or any subsidiary guarantor's obligations or reduces our or any subsidiary guarantor's rights; |
| |
| • | it requires the consent of the second priority collateral trustee or increases the obligations or reduces the rights of the second priority collateral trustee; or |
| |
| • | it requires the consent of a particular second priority representative or it adversely affects the rights of the senior secured parties or the second priority debt parties under the senior credit facility or one of the second priority facilities. |
In any of the above cases, the party whose consent is required or which is adversely affected must give their consent. The terms of the Exchange Bonds and the terms of the 9½% senior secured notes and the 8.125% senior secured notes deem the holders of Exchange Bonds, 9½% senior secured notes and 8.125% senior secured notes, respectively, to have consented (including for purposes of determining actions of the second priority instructing group) to various amendments, which could be adverse to holders of Exchange Bonds, being made to the second priority collateral documents, including the collateral trust and intercreditor agreement.
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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of the anticipated material United States federal income tax consequences of the exchange offer. The summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, judicial decisions, published positions of the Internal Revenue Service ("IRS"), and other applicable authorities, all as in effect as of the date hereof and all of which are subject to change or differing interpretations (possibly with retroactive effect). The discussion does not address all of the tax consequences that may be relevant to a particular person or to persons subject to special treatment under United States federal income tax laws (such as financial institutions, broker dealers, insurance companies, expatriates, tax-exempt organizations, or persons that are, or hold their bonds through, partnerships or other pass-through entities), or to persons who hold the Exchange Bonds as part of a straddle, hedge, conversion, synthetic security, or constructive sale transaction for United States federal income tax purposes, all of whom may be subject to tax rules that differ from those summarized below. This summary deals only with persons who hold the Exchange Bonds as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). No opinion of counsel or IRS ruling has been or will be sought regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of those set forth below. Holders should consult their tax advisors as to the particular United States federal tax consequences to them of the offer, as well as the effects of state, local and non-United States tax laws.
The exchange of Exchange Bonds for Restricted Bonds pursuant to the exchange offer will not be treated as a taxable event for U.S. federal income tax purposes. Rather, the Exchange Bonds received by a holder will be treated as a continuation of the Restricted Bonds in the hands of such holder. Accordingly, the exchanging holder will have the same tax basis, holding period and interest income in respect of the Exchange Bonds as it would have had in respect of the Restricted Bonds surrendered in the exchange.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Bonds for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Bonds. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Bonds received in exchange for Restricted Bonds where such Restricted Bonds were acquired as a result of market-making activities or other trading activities. We and the subsidiary guarantors have agreed that, starting on the expiration date and ending on the close of business 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2005, all dealers effecting transactions in the Exchange Bonds may be required to deliver a prospectus.
The Company will not receive any proceeds from any sale of Exchange Bonds by broker-dealers. Exchange Bonds received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Bonds or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Bonds. Any broker-dealer that resells Exchange Bonds that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such Exchange Bonds may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Bonds and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
For a period of one year after the expiration date, we and the subsidiary guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents. We and the subsidiary guarantors have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the Restricted Bonds) other than commissions or concessions of any broker-dealers and will indemnify the holders of the Restricted Bonds (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
We have agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and will indemnify holders of the Exchange Bonds, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act or contribute to payments that they may be required to make in request thereof.
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LEGAL MATTERS
The validity of the Exchange Bonds offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.
EXPERTS
The consolidated financial statements, the related financial statement schedule, and management's report on the effectiveness of internal control over financial reporting incorporated in this prospectus by reference from the Company's Annual Report on Form 10-K for the year ended February 26, 2005, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express an unqualified opinion on the consolidated financial statements and financial statement schedule and include an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," effective March 2, 2003, (2) express an unqualified opinion on management's assessment regarding the effectiveness of internal control over financial reporting, and (3) express an unqualified opinion on the effectiveness of internal control over financial reporting), and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
AVAILABLE INFORMATION
We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, we file annual, quarterly and current reports, proxy statements and other information with the SEC. We also furnish to our stockholders annual reports, which include financial statements audited by our independent registered public accounting firm and other reports that the law requires us to send to our stockholders. The public may read and copy any reports, proxy statements or other information that we file at the SEC's public reference room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public from commercial document retrieval services and at the web site maintained by the SEC at "http://www.sec.gov." You may obtain a copy of any of these documents, at no cost, by writing or telephoning us at the following address:
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: Investor Relations
(717) 761-2633
(717) 760-7867 (facsimile)
We also make available on our website (www.riteaid.com), free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as soon as practical after we file these reports with the SEC.
Our common stock is listed on the New York Stock Exchange and the Pacific Exchange under the symbol "RAD." You can inspect and copy reports, proxy statements and other information about us at the NYSE's offices at 20 Broad Street, New York, New York 10005 and at the offices of the Pacific Exchange, 301 Pine Street, San Francisco, California 94104 and 618 South Spring Street, Los Angeles, California 90014.
We have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the new notes remain outstanding, we will file with the SEC (unless the SEC will not accept such a filing, in which case we will provide to holders of new notes) (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if we were required to file such reports, which would include a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by our certified independent public accountants and (2) all reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports.
94
In order to obtain timely delivery, you must request the information no later than , 2005, which is five business days before the expiration date of this exchange offer.
INCORPORATION BY REFERENCE
We are incorporating by reference certain information that we file with the SEC under the informational requirements of the Exchange Act. The information contained in the documents we are incorporating by reference is considered to be part of this prospectus. We are incorporating by reference:
| |
| • | our Annual Report on Form 10-K for the fiscal year ended February 26, 2005, which we filed with the SEC on April 29, 2005; and |
| |
| • | our current reports on Form 8-K, which we filed with the SEC on March 18, 2005 and April 8, 2005. |
All documents that we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this exchange offer will be deemed to be incorporated by reference into this prospectus from the date of filing of such documents. These documents are or will be available for inspection or copying at the locations identified above under the caption "Available Information."
Any statement contained in a document incorporated or considered to be incorporated by reference in this prospectus shall be considered to be modified or superseded for purposes of this prospectus to the extent that a statement in this prospectus or in any subsequently filed document that is or is considered to be incorporated by reference modifies or supersedes such statement. Any statement that is modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus.
95
Offer to Exchange
$200,000,000 Aggregate Principal Amount of
7½% Senior Secured Notes due 2015
that have been registered under
the Securities Act of 1933,
and are Fully and Unconditionally Guaranteed
by the Subsidiary Guarantors Listed
on Page ii of this Prospectus
for
Outstanding 7½% Senior Secured Notes due 2015
of
RITE AID CORPORATION
Prospectus
Dated , 2005
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Under the Section 145 of the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonable believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person in fairly and reasonable entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonable incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.
Article Tenth of our Certificate of Incorporation and Article VIII of our By-laws provide for the indemnification of our directors and officers as authorized by Section 145 of the DGCL.
The directors and officers of us and our subsidiaries are insured (subject to certain exceptions and deductions) against liabilities which they may incur in their capacity as such including liabilities under the Securities Act, under liability insurance policies carried by us.
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Item 21. Exhibits and Financial Statement Schedules.
Index of Exhibits
| | | | | | | | | | |
Exhibit
Numbers | | Description | | Incorporation by Reference to |
| 4.1 | | Indenture, dated as of January 11, 2005, among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation named therein, as guarantors, and BNY Midwest Trust Company, as trustee | | Exhibit 99.2 to Current Report of Form 8-K filed on January 13, 2005 |
| 4.2 | | Registration Rights Agreement, dated as of January 11, 2005, by and among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation named therein, as guarantors, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as initial purchasers | | Exhibit 99.1 to Current Report of Form 8-K filed on January 13, 2005 |
| 4.3 | | Indenture dated August 1, 1993 by and between Rite Aid Corporation, as issuer, and Morgan Guaranty Trust Company of New York, as trustee, related to the Company's 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Notes due 2005 and 6.875% Notes due 2013 | | Exhibit 4A to Registration Statement on Form S–3, File No. 333–63794, filed on June 3, 1993
|
| 4.4 | | Supplemental Indenture dated as of February 3, 2000, between Rite Aid Corporation, as issuer, and U.S. Bank Trust National Association, to the Indenture dated as of August 1, 1993 and Morgan Guaranty Trust Company of New York, relating to the Company's 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Notes due 2005 and 6.875% Notes due 2013 | | Exhibit 4.1 to Form 8–K, filed on February 7, 2000
|
| 4.5 | | Indenture dated as of December 21, 1998, between Rite Aid Corporation, as issuer, and Harris Trust and Savings Bank, as trustee, related to the Company's 5.50% Notes due 2000, 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Notes due 2028 | | Exhibit 4.1 to Registration Statement on Form S-4, File No. 333-74751, filed on March 19, 1999
|
| 4.6 | | Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings bank, related to the Company's 5.50% Notes due 2000, 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Notes due 2028 | | Exhibit 4.4 to Form 8-K, filed on February 7, 2000
|
| 4.7 | | Indenture, dated as of June 27, 2001, between Rite Aid Corporation, as issuer, and State Street Bank and Trust Company, as trustee, related to the Company's 12.50% Senior Secured Notes due 2006 | | Exhibit 4.7 to Registration on Form S-1, File No. 333-64950, filed on July 12, 2001
|
| 4.8 | | Indenture, dated as of June 27, 2001, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 11¼% Senior Notes due 2008 | | Exhibit 4.8 to Registration Statement on Form S-1, File No. 333-64950, filed on July 12, 2001
|
|
II-2
| | | | | | | | | | |
Exhibit
Numbers | | Description | | Incorporation by Reference to |
| 4.9 | | Indenture, dated as of November 19, 2001, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 4.75% Convertible Notes due December 1, 2006 | | Exhibit 4.3 to Form 10Q, filed on January 15, 2002
|
| 4.10 | | Indenture, dated as of February 12, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 9½% Senior Secured Notes due 2011 | | Exhibit 4.1 to Form 8-K, filed on March 5, 2003
|
| 4.11 | | Indenture, dated as of April 22, 2003, between Rite Aid Corporation, as issuer, the Subsidiary Guarantors named therein, and BNY Midwest Trust Company, as trustee, related to the Company's 8.125% Senior Secured Notes due 2010 | | Exhibit 4.11 to Form 10-K, filed on May 2, 2003
|
| 4.12 | | Indenture, dated as of May 20, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 9.25% Senior Notes due 2013 | | Exhibit 4.12 to Form 10-Q, filed on July 3, 2003
|
| 5 | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | | Filed herewith |
| 12 | | Computation of Ratio of Earnings to Fixed Charges | | Included in the Registration Statement |
| 23.1 | | Consent of Independent Registered Public Accounting Firm | | Filed herewith |
| 23.2 | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5) | | Filed herewith |
| 24 | | Power of Attorney | | Previously filed |
| 25 | | Statement of Eligibility of Trustee | | Filed herewith |
| 99.1 | | Form of Letter to Clients | | Filed herewith |
| 99.2 | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees filed herewith | | Filed herewith |
|
Item 22. Undertakings.
The undersigned registrant hereby undertakes:
| | |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| | |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| | |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; |
II-3
| | |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| | |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of post- effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Camp Hill, Commonwealth of Pennsylvania, on May 19, 2005.
| RITE AID CORPORATION |
| By: /s/ Mary F. Sammons
Name: Mary F. Sammons
Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | Date |
|
| /s/ Robert G. Miller* | | Chairman of the Board | | May 19, 2005 |
|
| Robert G. Miller |
|
| /s/ Mary F. Sammons* | | President, Chief Executive Officer and Director (Principal Executive Officer) | | May 19, 2005 |
|
| Mary F. Sammons |
|
| /s/ John T. Standley* | | Chief Administrative and Financial Officer and Senior Executive Vice President (Principal Financial
Officer) | | May 19, 2005 |
|
John T. Standley
|
|
| /s/ Robert B. Sari | | Senior Vice President, General
Counsel and Secretary | | May 19, 2005 |
|
| Robert B. Sari |
|
| /s/ Kevin Twomey* | | Chief Accounting Officer and Senior Vice President (Principal Accounting Officer) | | May 19, 2005 |
|
| Kevin Twomey |
|
| /s/ John G. Danhakl* | | Director | | May 19, 2005 |
|
| John G. Danhakl |
|
| /s/ Michael A. Friedman, M.D.* | | Director | | May 19, 2005 |
|
| Michael A. Friedman, M.D. |
|
| /s/ Alfred M. Gleason* | | Director | | May 19, 2005 |
|
| Alfred M. Gleason |
|
| /s/ George G. Golleher* | | Director | | May 19, 2005 |
|
| George G. Golleher |
|
| /s/ Colin V. Reed* | | Director | | May 19, 2005 |
|
| Colin V. Reed |
|
| /s/ Stuart M. Sloan* | | Director | | May 19, 2005 |
|
| Stuart M. Sloan |
|
| /s/ Jonathan D. Sokoloff* | | Director | | May 19, 2005 |
|
| Jonathan D. Sokoloff |
|
| | | Director | | May 19, 2005 |
|
| Philip G. Satre |
|
| |
| * By: | /s/ Robert B. Sari
Robert B. Sari
Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Camp Hill, Commonwealth of Pennsylvania, on May 19, 2005.
| | | | | | |
| | | 112 BURLEIGH AVENUE NORFOLK, LLC |
| | | 1515 WEST STATE STREET BOISE, IDAHO, L.L.C. |
| | | NAME RITE L.L.C. |
| | | TYLER AND SANDERS ROADS, BIRMINGHAM– ALABAMA, LLC |
| | | 1740 ASSOCIATES, L.L.C. |
| | | NORTHLINE & DIX–TOLEDO–SOUTHGATE, LLC |
| | | PAW PAW LAKE ROAD & PAW PAW AVENUE COLOMA, MICHIGAN, LLC |
| | | RITE AID SERVICES, L.L.C. |
| | | SEVEN MILE AND EVERGREEN–DETROIT, LLC |
| | | CENTRAL AVENUE AND MAIN STREET–PETAL, MS, LLC |
| | | STATE & FORTIFICATION STREETS-JACKSON, MISSISSIPPI, LLC |
| | | ANN & GOVERNMENT STREETS–MOBILE, ALABAMA, LLC |
| | | FAIRGROUND, L.L.C. |
| | | 764 SOUTH BROADWAY–GENEVA, OHIO, LLC |
| | | EIGHTH AND WATER STREETS–URICHSVILLE, OHIO, LLC |
| | | GETTYSBURG AND HOOVER–DAYTON, OHIO, LLC |
| | | MAYFIELD & CHILLICOTHE ROADS-CHESTERLAND, LLC |
| | | MUNSON & ANDREWS, LLC |
| | | STATE STREET AND HILL ROAD–GERARD, OHIO, LLC |
| | | SILVER SPRINGS ROAD–BALTIMORE, MARYLAND/ ONE, LLC |
| | | SILVER SPRINGS ROAD–BALTIMORE, MARYLAND/ TWO, LLC |
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| By: /s/ Robert B. Sari
Name: Robert B. Sari
Title: Vice President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | Date |
|
| /s/ Kevin Twomey* | | President (Principal Executive Officer) | | May 19, 2005 |
|
| Kevin Twomey |
|
| /s/ John T. Standley* | | Chief Financial Officer and Manager (Principal Financial Officer) | | May 19, 2005 |
|
| John T. Standley |
|
| /s/ Christopher S. Hall* | | Manager | | May 19, 2005 |
|
| Christopher S. Hall |
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| /s/ Robert B. Sari | | Manager | | May 19, 2005 |
|
| Robert B. Sari |
|
| |
| * By: | /s/ Robert B. Sari
Robert B. Sari
Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Camp Hill, Commonwealth of Pennsylvania, on May 19, 2005.
| | | | | | |
| | | RITE AID HDQTRS. CORP. |
| | | RITE AID OF ALABAMA, INC. |
| | | RITE AID OF CONNECTICUT, INC. |
| | | RITE AID OF DELAWARE, INC. |
| | | RITE AID OF FLORIDA, INC. |
| | | RITE AID GEORGIA, INC. |
| | | RITE AID OF ILLINOIS, INC. |
| | | RITE AID OF INDIANA, INC. |
| | | RITE AID OF KENTUCKY, INC. |
| | | RITE AID OF MARYLAND, INC. |
| | | RITE AID OF MASSACHUSETTS, INC. |
| | | RITE AID OF NEW HAMPSHIRE, INC. |
| | | RITE AID OF NEW JERSEY, INC. |
| | | RITE AID OF NORTH CAROLINA, INC. |
| | | RITE AID OF PENNSYLVANIA, INC. |
| | | RITE AID OF SOUTH CAROLINA, INC. |
| | | RITE AID OF TENNESSEE, INC. |
| | | RITE AID OF VIRGINIA, INC. |
| | | RITE AID OF WASHINGTON, D.C., INC. |
| | | EAGLE MANAGED CARE CORP. |
| | | GDF, INC. |
| | | HARCO, INC. |
| | | KEYSTONE CENTERS, INC. |
| | | RITE AID DRUG PALACE, INC. |
| | | RITE AID ROME DISTRIBUTION CENTER, INC. |
| | | RITE AID TRANSPORT, INC. |
| | | 3581 CARTER HILL ROAD–MONTGOMERY CORP. |
| | | 4042 WARRENSVILLE CENTER ROAD WARRENSVILLE OHIO, INC. |
| | | 5277 ASSOCIATES, INC. |
| | | 537 ELM STREET CORP. |
| | | 5600 SUPERIOR PROPERTIES, INC. |
| | | 657-659 BROAD ST. CORP. |
| | | BROADVIEW AND WALLINGS–BROADVIEW HEIGHTS OHIO, INC. |
| | | ENGLAND STREET–ASHELAND CORPORATION |
| | | LAKEHURST AND BROADWAY CORPORATION |
| | | PATTON DRIVE AND NAVY BOULEVARD PROPERTY CORPORATION |
| | | RITE FUND, INC. |
| | | THE MUIR COMPANY |
| | | VIRGINIA CORPORATION |
| | | K&B, INCORPORATED |
| | | K&B ALABAMA CORPORATION |
|
| | | | | | |
| | | K&B LOUISIANA CORPORATION |
| | | K&B MISSISSIPPI CORPORATION |
| | | K&B SERVICES, INCORPORATED |
| | | K&B TENNESSEE CORPORATION |
| | | K&B TEXAS CORPORATION |
| | | THRIFTY CORPORATION |
| | | RITE AID REALTY CORP. |
| | | PERRY DISTRIBUTORS, INC. |
| | | APEX DRUG STORES, INC. |
| | | PDS–1 MICHIGAN, INC. |
| | | RDS DETROIT, INC. |
| | | PERRY DRUG STORES, INC. |
| | | RAM–UTICA, INC. |
| | | READ'S INC. |
| | | RITE AID OF MICHIGAN, INC. |
| | | RITE AID OF NEW YORK, INC. |
| | | RITE INVESTMENTS CORP. |
| | | RX CHOICE, INC. |
|
| By: /s/ Robert B. Sari
Name: Robert B. Sari
Title: Vice President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | Date |
|
| /s/ Kevin Twomey* | | President (Principal Executive Officer) | | May 19, 2005 |
|
| Kevin Twomey |
|
| /s/ John T. Standley* | | Chief Financial Officer and Director (Principal Financial Officer) | | May 19, 2005 |
|
| John T. Standley |
|
| /s/ Christopher S. Hall* | | Director | | May 19, 2005 |
|
| Christopher S. Hall |
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| /s/ Robert B. Sari | | Director | | May 19, 2005 |
|
| Robert B. Sari |
|
| |
| * By: | /s/ Robert B. Sari
Robert B. Sari
Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Camp Hill, Commonwealth of Pennsylvania, on May 19, 2005.
| | | | | | |
| | | RITE AID OF OHIO, INC. |
| | | RITE AID OF MAINE, INC. |
| | | RITE AID OF WEST VIRGINIA, INC. |
| | | THE LANE DRUG COMPANY |
|
| By: /s/ Robert B. Sari
Name: Robert B. Sari
Title: Vice President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | Date |
|
| /s/ Christopher S. Hall* | | President and Director (Principal Executive Officer) | | May 19, 2005 |
|
| Christopher S. Hall |
|
| /s/ Kevin Twomey* | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | May 19, 2005 |
|
| Kevin Twomey |
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| /s/ I. Lawrence Gelman* | | Director | | May 19, 2005 |
|
| I. Lawrence Gelman |
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| /s/ Robert B. Sari | | Director | | May 19, 2005 |
|
| Robert B. Sari |
|
| |
| * By: | /s/ Robert B. Sari
Robert B. Sari
Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Camp Hill, Commonwealth of Pennsylvania, on May 19, 2005.
| THRIFTY PAYLESS, INC. |
| By: /s/ I. Lawrence Gelman
Name: I. Lawrence Gelman
Title: Vice President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | Dated |
|
| /s/ Charles R. Kibler* | | President and Director (Principal Executive Officer) | | May 19, 2005 |
|
| Charles R. Kibler |
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| /s/ I. Lawrence Gelman* | | Vice President, Secretary and Director (Principal Financial Officer) | | May 19, 2005 |
|
| I. Lawrence Gelman |
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| /s/ James E. Krahulec* | | Director | | May 19, 2005 |
|
| James E. Krahulec |
|
| |
| * By: | /s/ Robert B. Sari
Robert B. Sari
Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Camp Hill, Commonwealth of Pennsylvania, on May 19, 2005.
| RITE AID OF VERMONT, INC. |
| By: /s/ Robert B. Sari
Name: Robert B. Sari
Title: Vice President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | Date |
|
| /s/ Kevin Twomey* | | President (Principal Executive Officer) | | May 19, 2005 |
|
| Kevin Twomey |
|
| /s/ John T. Standley* | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | May 19, 2005 |
|
| John T. Standley |
|
| /s/ Maureen Orzell* | | Director | | May 19, 2005 |
|
| Maureen Orzell |
|
| /s/ Steven Lawson* | | Director | | May 19, 2005 |
|
| Steven Lawson |
|
| /s/ Robert B. Sari | | Director | | May 19, 2005 |
|
| Robert B. Sari |
|
| |
| * By: | /s/ Robert B. Sari
Robert B. Sari
Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Camp Hill, Commonwealth of Pennsylvania, on May 19, 2005.
| RITE AID HDQTRS FUNDING, INC. |
| By: /s/ Robert B. Sari
Name: Robert B. Sari
Title: Vice President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
| Signature | | Title | | Date |
|
| /s/ Robert B. Sari | | Director | | May 19, 2005 |
|
| Robert B. Sari |
|
| /s/ John T. Standley* | | Director | | May 19, 2005 |
|
| John T. Standley |
|
| /s/ Kevin Twomey* | | Director | | May 19, 2005 |
|
| Kevin Twomey |
|
| |
| * By: | /s/ Robert B. Sari
Robert B. Sari
Attorney-in-fact |
EXHIBIT INDEX
Index of Exhibits
| | | | | | | | | | |
Exhibit
Numbers | | Description | | Incorporation by Reference to |
| 4.1 | | Indenture, dated as of January 11, 2005, among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation named therein, as guarantors, and BNY Midwest Trust Company, as trustee | | Exhibit 99.2 to Current Report of Form 8-K filed on January 13, 2005 |
| 4.2 | | Registration Rights Agreement, dated as of January 11, 2005, by and among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation named therein, as guarantors, and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as initial purchasers | | Exhibit 99.1 to Current Report of Form 8-K filed on January 13, 2005 |
| 4.3 | | Indenture dated August 1, 1993 by and between Rite Aid Corporation, as issuer, and Morgan Guaranty Trust Company of New York, as trustee, related to the Company's 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Notes due 2005 and 6.875% Notes due 2013 | | Exhibit 4A to Registration Statement on Form S-3, File No. 333-63794, filed on June 3, 1993 |
| 4.4 | | Supplemental Indenture dated as of February 3, 2000, between Rite Aid Corporation, as issuer, and U.S. Bank Trust National Association, to the Indenture dated as of August 1, 1993 and Morgan Guaranty Trust Company of New York, relating to the Company's 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Notes due 2005 and 6.875% Notes due 2013 | | Exhibit 4.1 to Form 8-K, filed on February 7, 2000 |
| 4.5 | | Indenture dated as of December 21, 1998, between Rite Aid Corporation, as issuer, and Harris Trust and Savings Bank, as trustee, related to the Company's 5.50% Notes due 2000, 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Notes due 2028 | | Exhibit 4.1 to Registration Statement on Form S-4, File No. 333-74751, filed on March 19, 1999 |
| 4.6 | | Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings bank, related to the Company's 5.50% Notes due 2000, 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Notes due 2028 | | Exhibit 4.4 to Form 8-K, filed on February 7, 2000 |
| 4.7 | | Indenture, dated as of June 27, 2001, between Rite Aid Corporation, as issuer, and State Street Bank and Trust Company, as trustee, related to the Company's 12.50% Senior Secured Notes due 2006 | | Exhibit 4.7 to Registration on Form S-1, File No. 333-64950, filed on July 12, 2001 |
| 4.8 | | Indenture, dated as of June 27, 2001, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 11¼% Senior Notes due 2008 | | Exhibit 4.8 to Registration Statement on Form S-1, File No. 333-64950, filed on July 12, 2001 |
| 4.9 | | Indenture, dated as of November 19, 2001, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 4.75% Convertible Notes due December 1, 2006 | | Exhibit 4.3 to Form 10Q, filed on January 15, 2002 |
|
| | | | | | | | | | |
Exhibit
Numbers | | Description | | Incorporation by Reference to |
| 4.10 | | Indenture, dated as of February 12, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 9½% Senior Secured Notes due 2011 | | Exhibit 4.1 to Form 8-K, filed on March 5, 2003 |
| 4.11 | | Indenture, dated as of April 22, 2003, between Rite Aid Corporation, as issuer, the Subsidiary Guarantors named therein, and BNY Midwest Trust Company, as trustee, related to the Company's 8.125%% Senior Secured Notes due 2010 | | Exhibit 4.11 to Form 10-K, filed on May 2, 2003 |
| 4.12 | | Indenture, dated as of May 20, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 9.25%% Senior Notes due 2013 | | Exhibit 4.12 to Form 10-Q, filed on July 3, 2003 |
| 5 | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | | Filed herewith |
| 12 | | Computation of Ratio of Earnings to Fixed Charges | | Included in the Registration Statement |
| 23.1 | | Consent of Independent Registered Public Accounting Firm | | Filed herewith |
| 23.2 | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5) | | Filed herewith |
| 24 | | Power of Attorney | | Previously filed |
| 25 | | Statement of Eligibility of Trustee | | Filed herewith |
| 99.1 | | Form of Letter to Clients | | Filed herewith |
| 99.2 | | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees filed herewith | | Filed herewith |
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