Exhibit 10.2
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Amendment No. 4 to Receivables Financing Agreement and Consent
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This AMENDMENT NO. 4 TO RECEIVABLES FINANCING AGREEMENT AND
CONSENT, dated as of November 9, 2006 (this "Amendment Agreement"),
is made by
and among Rite Aid Funding II (the "Borrower"), CAFCO, LLC
("CAFCO"), Jupiter
Securitization Corporation ("Jupiter"), Variable Funding Capital
Company LLC
("Variable"); together with CAFCO and Jupiter, the "Investors"),
Citibank,
N.A. ("Citibank"), JPMorgan Chase Bank, N.A. ("JPMorgan") and
Wachovia Bank,
National Association ("Wachovia"; together with Citibank and
JPMorgan, the
"Banks"), Citicorp North America, Inc., as program agent (the
"Program
Agent"), Citicorp North America, Inc. ("CNAI"), JPMorgan and
Wachovia, as
investor agents (CNAI, JPMorgan and Wachovia, in such capacity, the
"Investor
Agents"), Rite Aid Hdqtrs. Funding, Inc. (the "Collection Agent"),
and each of
the parties named in Schedule III to the Agreement (as defined
below) as
originators (the "Originators").
Preliminary Statements. (1) The Borrower, the Investors, the
Program Agent, the Banks, the Investor Agents, the Collection
Agent, the
Originators and JPMorgan, as Trustee are parties to a Receivables
Financing
Agreement, dated as of September 21, 2004, as amended as of
September 20,
2005, as of December 30, 2005 and as of September 19, 2006 (the
"Agreement";
capitalized terms used herein and not otherwise defined herein
shall have the
meanings attributed to them in the Agreement).
(2) The Borrower has advised the Investor Agents and the
Program Agent that in the event the anticipated transaction
referred to in
Exhibit A hereto (the "Acquisition") is consummated, an Event of
Termination
would occur under Section 7.01(l) of the Agreement due to a Change
in Control
of the Parent and has requested the Investor Agents and the Program
Agent to
consent thereto.
(3) The Borrower, the Investors, the Program Agent, the
Banks, the Investor Agents, the Collection Agent and the
Originators also wish
to amend the Agreement to reduce the Minimum Liquidity Position
under Section
7.01(n) of the Agreement.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendment to Agreement. Effective as of the date
hereof, Section 7.01(n) of the Agreement is amended by deleting the
amount
"$110,000,000" found therein and replacing it with the amount
"$100,000,000".
SECTION 2. Consent. Based on the description of the
Acquisition as set forth in Exhibit A to this Amendment Agreement,
upon
execution and delivery of this Amendment Agreement by the Investor
Agents and
the Program Agent, it will constitute a consent to the Acquisition,
the
provisions of Section 7.01(l) of the Agreement to the contrary
notwithstanding. This consent shall pertain solely to the
Acquisition, is
effective only for the limited purposes hereinabove set forth, and
shall not
be deemed to authorize any further or future action not set
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forth in Exhibit A or any other non-compliance with Section 7.01(l)
or any other
provision of the Agreement.
SECTION 3. Effectiveness. Except as otherwise indicated in
Section 2 hereof, this Amendment Agreement shall become effective
as of the
date hereof at such time that executed counterparts of this
Amendment
Agreement have been delivered by each party hereto to the other
parties
hereto.
SECTION 4. Representations and Warranties. Each of the
Borrower and the Collection Agent represents and warrants that each
of the
representations and warranties contained in Section 4.01 and
Section 4.02,
respectively, of the Agreement (after giving effect to this
Amendment
Agreement) are correct in all material respects on and as of the
date of this
Amendment Agreement as though made on and as of such date.
SECTION 5. Con
