Item 1.01. Entry into a Material Definitive Agreement.
On December 1, 2022, Rite Aid Corporation (the "Company") entered into an
amendment (the "Amendment") to its senior secured credit agreement, dated as of
December 20, 2018 (as amended and modified by the First Amendment to Credit
Agreement, dated as of January 6, 2020, as further amended and modified by the
Second Amendment to Credit Agreement, dated as of August 20, 2021, and as
further amended by the Amendment, the "Credit Agreement"), among the Company,
the lenders party thereto and Bank of America, N.A., as administrative agent and
as collateral agent, in order to, among other things, (i) increase the aggregate
principal amount of commitments under the revolving facility (the "Revolving
Facility") to $2,850,000,000, (ii) increase the aggregate principal amount of
loans outstanding under the "first-in last-out" term loan facility (the "FILO
Facility" and, together with the Revolving Facility, collectively, the
"Facilities") to $400,000,000, (iii) replace LIBOR with a Term SOFR-based rate
as the applicable benchmark for the Facilities, (iv) include COVID-19 vaccines
in the borrowing base under the Revolving Facility, subject to certain
limitations and conditions as specified in the Credit Agreement and (v) increase
the interest rate applicable to loans under the FILO facility to a rate per
annum equal to, at the Company's option, (x) a base rate (determined in a
customary manner) plus a margin of 2.00% or (y) an adjusted Term SOFR-based rate
(determined in a customary manner) plus a margin of 3.00%.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 9.01 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
9.01 Third Amendment to Credit Agreement, dated as of December 1, 2022, among
Rite Aid Corporation, as borrower, the subsidiaries of Rite Aid Corporation
party thereto as guarantors, the lenders party thereto and Bank of America,
N.A., as administrative agent and collateral agent.*
104 Cover Page Interactive Data File (formatted as inline XBRL).
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. Rite Aid hereby undertakes to furnish supplemental
copies of any of the omitted schedules or exhibits to the Securities and
Exchange Commission upon request.
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