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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/05/21 Rite Aid Corp. 10-Q 8/28/21 97:13M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.70M 2: EX-4.12 Instrument Defining the Rights of Security Holders HTML 36K 3: EX-4.13 Instrument Defining the Rights of Security Holders HTML 36K 4: EX-22 Published Report re: Matters Submitted to a Vote HTML 40K of Security Holders 5: EX-31.1 Certification -- §302 - SOA'02 HTML 29K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 30K 7: EX-32 Certification -- §906 - SOA'02 HTML 28K 14: R1 Document and Entity Information HTML 77K 15: R2 Condensed Consolidated Balance Sheets HTML 132K 16: R3 Condensed Consolidated Balance Sheets HTML 35K (Parenthetical) 17: R4 Condensed Consolidated Statements of Operations HTML 109K 18: R5 Condensed Consolidated Statements of Comprehensive HTML 52K Income (Loss) 19: R6 Condensed Consolidated Statements of Comprehensive HTML 28K Income (Loss) (Parenthetical) 20: R7 Condensed Consolidated Statements of Stockholders' HTML 112K Equity 21: R8 Condensed Consolidated Statements of Stockholders' HTML 28K Equity (Parenthetical) 22: R9 Condensed Consolidated Statements of Cash Flows HTML 136K 23: R10 Basis of Presentation and Significant Accounting HTML 71K Policies 24: R11 Acquisition HTML 90K 25: R12 Restructuring HTML 156K 26: R13 Asset Sale to WBA HTML 74K 27: R14 Income (Loss) Per Share HTML 82K 28: R15 Facility Exit and Impairment Charges HTML 139K 29: R16 Fair Value Measurements HTML 30K 30: R17 Income Taxes HTML 32K 31: R18 Medicare Part D HTML 32K 32: R19 Manufacturer Rebates Receivables HTML 27K 33: R20 Goodwill and Other Intangible Assets HTML 118K 34: R21 Indebtedness and Credit Agreements HTML 85K 35: R22 Leases HTML 158K 36: R23 Stock Options and Stock Awards HTML 60K 37: R24 Retirement Plans HTML 61K 38: R25 Segment Reporting HTML 202K 39: R26 Commitments, Contingencies and Guarantees HTML 44K 40: R27 Supplementary Cash Flow Data HTML 43K 41: R28 Basis of Presentation and Significant Accounting HTML 76K Policies (Policies) 42: R29 Basis of Presentation and Significant Accounting HTML 61K Policies (Tables) 43: R30 Acquisition (Tables) HTML 97K 44: R31 Restructuring (Tables) HTML 155K 45: R32 Asset Sale to WBA (Tables) HTML 72K 46: R33 Income (Loss) Per Share (Tables) HTML 80K 47: R34 Facility Exit and Impairment Charges (Tables) HTML 135K 48: R35 Goodwill and Other Intangible Assets (Tables) HTML 208K 49: R36 Indebtedness and Credit Agreements (Tables) HTML 65K 50: R37 Leases (Tables) HTML 190K 51: R38 Stock Options and Stock Awards (Tables) HTML 59K 52: R39 Retirement Plans (Tables) HTML 57K 53: R40 Segment Reporting (Tables) HTML 201K 54: R41 Supplementary Cash Flow Data (Tables) HTML 42K 55: R42 Basis of Presentation and Significant Accounting HTML 66K Policies (Details) 56: R43 Acquisition (Details) HTML 33K 57: R44 Acquisition - Purchase price allocation (Details) HTML 78K 58: R45 Acquisition - Intangible assets acquired (Details) HTML 35K 59: R46 Acquisition - Acquisition costs (Details) HTML 33K 60: R47 Acquisition - Proforma information (Details) HTML 54K 61: R48 Restructuring (Details) HTML 97K 62: R49 Asset Sale to WBA (Details) HTML 60K 63: R50 Asset Sale to WBA - Operating results of HTML 54K discontinued operations (Details) 64: R51 Income (Loss) Per Share (Details) HTML 54K 65: R52 Facility Exit and Impairment Charges (Details) HTML 53K 66: R53 Facility Exit and Impairment Charges - Fair value HTML 49K (Details) 67: R54 Facility Exit and Impairment Charges - Closed HTML 53K Store Liability rollforward (Details) 68: R55 Fair Value Measurements (Details) HTML 35K 69: R56 Income Taxes (Details) HTML 38K 70: R57 Medicare Part D (Details) HTML 49K 71: R58 Manufacturer Rebates Receivables (Details) HTML 26K 72: R59 Goodwill and Other Intangibles - Goodwill HTML 35K (Details) 73: R60 Goodwill and Other Intangible Assets - 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Exhibit 4.13
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 27, 2021, among The Bartell Drug Company, a Washington corporation (the “New Subsidiary Guarantor”), a subsidiary of Rite Aid Corporation (or its successor), a Delaware corporation (the “Company”), the Company on behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary Guarantors”) under the indenture referred to below, and The Bank of New York Mellon Trust Company, N.A., a banking association organized under the laws of the United States of America, as trustee (in such capacity, “Trustee”) and as notes collateral agent (in such capacity, “Notes Collateral Agent”) under the indenture referred to below.
W I T N E S S E T H :
WHEREAS the Company and the Existing Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”) dated as of July 27, 2020, providing for the issuance of an unlimited aggregate principal amount of 8.000% Senior Secured Notes due 2026 (the “Securities”);
WHEREAS Section 4.09 of the Indenture provides that under certain circumstances the Company is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1. | Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally, on a senior secured basis, with all other Subsidiary Guarantors, to unconditionally guarantee the Company’s obligations under the Securities and the Indenture on the terms and subject to the conditions set forth in Article X of the Indenture and to be bound by all other applicable provisions of the Indenture. |
2. | Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. |
3. | Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT REFERENCE TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW. |
4. | Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture and shall not be responsible for the recitals contained herein, all which recitals are made solely by the other parties hereto. |
5. | Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. |
6. | Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. |
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
THE BARTELL DRUG COMPANY
By: /s/ Ron Chima
Name:Ron Chima
Title:Vice President
RITE AID CORPORATION, on behalf of itself and the existing subsidiary guarantors
By: /s/
Matthew Schroeder
Name:Matthew Schroeder
Title:Chief Financial Officer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee
By: /s/ Lawrence M. Kusch
Name:Lawrence M. Kusch
Title:Vice President
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as notes collateral agent,
By: /s/ Lawrence M. Kusch
Name:Lawrence
M. Kusch
Title:Vice President
[Signature Page to Supplemental Indenture for the 2025 Notes]
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 10/5/21 | |||
For Period end: | 8/28/21 | |||
8/27/21 | ||||
7/27/20 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/18/23 Rite Aid Corp. 10-Q 9/02/23 88:12M Toppan Merrill Bridge/FA 7/11/23 Rite Aid Corp. 10-Q 6/03/23 79:9.5M Toppan Merrill Bridge/FA 5/01/23 Rite Aid Corp. 10-K 3/04/23 131:22M Toppan Merrill Bridge/FA 1/04/23 Rite Aid Corp. 10-Q 11/26/22 92:13M Toppan Merrill Bridge/FA 10/05/22 Rite Aid Corp. 10-Q 8/27/22 89:12M Toppan Merrill Bridge/FA 7/06/22 Rite Aid Corp. 10-Q 5/28/22 88:10M Toppan Merrill Bridge/FA 4/25/22 Rite Aid Corp. 10-K 2/26/22 131:21M Toppan Merrill Bridge/FA 1/05/22 Rite Aid Corp. 10-Q 11/27/21 95:13M Toppan Merrill Bridge/FA 10/21/21 Rite Aid Corp. S-3ASR 10/21/21 6:1.9M Toppan Merrill/FA |