UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

Rite Aid Corporation
(Issuer)

1515 West State Street Boise, Idaho, LLC

1740 Associates, L.L.C.

4042 Warrensville Center Road – Warrensville Ohio, Inc.

5277 ASSOCIATES, INC.

5600 Superior Properties, Inc.

Apex Drug Stores, Inc.

Broadview and Wallings–Broadview Heights Ohio, Inc.

Eckerd Corporation

EDC Drug Stores, Inc.

GDF, INC.

Genovese Drug Stores, Inc.

Gettysburg and Hoover-Dayton, Ohio, LLC

Harco, Inc.

Health Dialog Services Corporation

K & B ALABAMA CORPORATION

K & B Louisiana Corporation

K & B Mississippi Corporation

K & B SERVICES, INCORPORATED

K & B TENNESSEE CORPORATION

K&B TEXAS CORPORATION

K & B, Incorporated

LAKEHURST AND BROADWAY CORPORATION

Maxi Drug North, Inc.

Maxi Drug South, L.P.

Maxi Drug, Inc.

Maxi Green Inc.

Munson & Andrews, LLC

Name Rite, L.L.C.

P.J.C. Distribution, Inc.

P.J.C. Realty Co., Inc.

PDS-1 Michigan, Inc.

Perry Drug Stores, Inc.

PJC Lease Holdings, Inc.

PJC Manchester Realty LLC

PJC of Massachusetts, Inc.

PJC of Rhode Island, Inc.

PJC of Vermont Inc.

PJC Peterborough Realty LLC

PJC Realty MA, Inc.

PJC Revere Realty LLC

PJC Special Realty Holdings, Inc.

RDS Detroit, Inc.

READ’s, Inc.

RITE AID DRUG PALACE, INC.

Rite Aid Hdqtrs. Corp.

RITE AID LEASE MANAGEMENT COMPANY

Rite Aid of Connecticut, Inc.

Rite Aid of Delaware, Inc.

RITE AID OF GEORGIA, INC.

RITE AID OF INDIANA, INC.

RITE AID OF KENTUCKY, INC.

Rite Aid of Maine, Inc.

RITE AID OF MARYLAND, INC.

RITE AID OF MICHIGAN, INC.

RITE AID OF NEW HAMPSHIRE, INC.

Rite Aid of New Jersey, Inc.

RITE AID OF NEW YORK, INC.

Rite Aid of North Carolina, Inc.

Rite Aid of Ohio, Inc.

Rite Aid of Pennsylvania, LLC

RITE AID OF SOUTH CAROLINA, INC.

RITE AID OF TENNESSEE, INC.

RITE AID OF VERMONT, INC.

Rite Aid of Virginia, Inc.

Rite Aid of Washington, D.C., Inc.

RITE AID OF WEST VIRGINIA, INC.

Rite Aid Online Store, Inc.

Rite Aid Payroll Management, Inc.

RITE AID REALTY CORP.

RITE AID ROME DISTRIBUTION CENTER, INC.

RITE AID SPECIALTY PHARMACY LLC

Rite Aid Transport, Inc.

RX CHOICE, INC.

The Lane Drug Company

Thrift Drug, Inc.

THRIFTY CORPORATION

Thrifty PayLess, Inc.

The Bartell Drug Company

JCG Holdings (USA), Inc.

JCG (PJC) USA, LLC

Rite Aid Hdqtrs. Funding, Inc.

Rite Investments Corp.

Rite Investments Corp., LLC

The Jean Coutu Group (PJC) USA, Inc.

RediClinic LLC

RCMH LLC

RediClinic Associates, Inc.

RediClinic of PA, LLC

FIRST FLORIDA INSURERS OF TAMPA, LLC

Hunter Lane, LLC

Ex Pharmacy, LLC

Ex Holdco, LLC

Ex Procurement, LLC

Ex Tech, LLC

Ex Design Holdings, LLC

Ex Design, LLC

Ex Rxclusives, LLC

Ex Initiatives, LLC

Ex Savings, LLC

Ex Solutions of NV, LLC

Ex Solutions of OH, LLC

Ex PR, Inc.

Ex Benefits, LLC

Ex Software, LLC

Ex Solutions of MO, LLC

Ex Options, LLC

(Guarantors)

Rite Aid Corporation

(Name of Applicants) 

P.O. Box 3165

Harrisburg, Pennsylvania 17105

(717) 761-2633

(Address of principal executive offices)

Approximate date of proposed public offering: On or as soon as practicable after the Effective Date under the Plan (as defined herein).

The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.

GENERAL

1. General Information.

Rite Aid Corporation is a corporation incorporated in the State of Delaware (the “Issuer”). The guarantors identified below (the “Guarantors” and, together with the Issuer, the “Applicants”) have the following forms of organization or incorporation and jurisdictions of formation.

The Second Amended Joint Chapter 11 Plan of Reorganization of the Issuer and its Debtor Affiliates (together, the “Debtor Subsidiaries”) (With Further Modifications) (the “Plan”) filed with the United States Bankruptcy Court for the District of New Jersey in the chapter 11 cases jointly administered under the case styled In re Rite Aid Corporation, et al., Case No. 23-18993 (MBK) (the “Chapter 11 Cases”) in the Chapter 11 Cases, contemplates, among other things, the issuance of $76.5 million aggregate principal amount of the Issuer’s Floating Rate Senior Secured PIK Notes due 2031 (plus interest, fees and other amounts outstanding on the Effective Date) (the “Exit 1.5L Notes”), $225.0 million aggregate principal amount of the Issuer’s 15.000% Third-Priority Series A Senior Secured PIK Notes due 2031 and $125.0 million aggregate principal amount of the Issuer’s 15.000% Third-Priority Series B Senior Secured PIK Notes due 2031 (together, the “Exit 3L Notes”, and collectively with the Exit 1.5L Notes, the “Exit Notes”), on a pro rata basis, to holders of the Issuer’s existing 7.500% Senior Secured Notes due 2025 (the “Prepetition 7.5% Notes”), 8.000% Senior Secured Notes due 2026 (the “Prepetition 8.0% Notes” and, together with the Prepetition 7.5% Notes, the “Prepetition Senior Secured Notes”), the Series A Floating Rate Senior Secured PIK Notes due 2024 (the “Series A DIP Notes”) and Series B 8.00% Senior Secured PIK Notes due 2024 (the “Series B DIP Notes” and, together with the Series A DIP Notes, the “DIP Notes;” and the DIP Notes together with the Prepetition Senior Secured Notes, the “Old Notes”), in each case, in accordance with the corresponding series of lien priority. The Old Notes will be cancelled upon effectiveness of the Plan.

On or immediately prior to the Effective Date, as defined below, the entity currently known as Rite Aid Corporation intends to merge with and into newly formed subsidiary of an existing subsidiary of Rite Aid Corporation, New Rite Aid, LLC (f/k/a [·] (referred to hereinafter as “New Rite Aid”), with Rite Aid Corporation becoming a subsidiary of New Rite Aid as the surviving entity. New Rite Aid will be a guarantor of the Exit Notes. The transactions described in this paragraph are referred to herein as the “Reorganization.” Except as otherwise expressly provided herein, the “Issuer” or the “Company” refers to Rite Aid Corporation.

2. Securities Act Exemption Applicable.

The Applicants hereby acknowledge that under Section 306(c) of the Trust Indenture Act, it shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer or sell through the use or medium of any prospectus or otherwise any security which is not registered under the Securities Act of 1933, as amended (the “Securities Act”), and to which Section 306(c) is applicable notwithstanding the provisions of Section 304 of the Trust Indenture Act, unless such security has been or is to be issued under an indenture and an application for qualification has been filed as to such indenture, or while the application is the subject of a refusal order or stop order or (prior to qualification) any public proceeding or examination under Section 307(c) of the Trust Indenture Act. The failure to file an application for qualification of an indenture on a timely basis could result in an enforcement or other action by the Securities and Exchange Commission.

An application for qualification with respect to each of the indentures governing the Exit 1.5L Notes and Exit 3L Notes (together, the “Indentures”) was not filed until after the solicitation of votes with respect to the Plan had commenced. It was not certain prior to solicitation what the parties would determine to be the terms of each of the Indentures governing the applicable series of Exit Notes, and whether such Exit Notes would ultimately be issued pursuant to the exemption provided under Section 1145 of the Bankruptcy Code (as defined below) or Section 4(a)(2) of the Securities Act. Therefore, the Issuer believes it would have been premature to file the Form T-3 prior to those details being determined. The Applicants believe that the purposes behind the requirement to file a Form T-3 (namely the provision of adequate disclosure to the persons being asked to make an investment decision in respect of the securities in question through the qualification of the Indentures) was served prior to the filing of this Form T-3 with respect to the Exit Notes. The holders of the substantial majority of the Old Notes were at all times adequately represented by counsel during the offering of the Exit Notes. Moreover, these holders actively negotiated for the terms of the Exit Notes contained in the Plan. Furthermore, the holders of Old Notes had and continue to have access to a significant amount of information regarding the Applicants by virtue of having been creditors of the Issuer for an extensive period of time. The Applicants also believe that each of the Indentures governing the applicable series of Exit Notes contain terms and conditions that are in line with market standard terms and conditions to which investors have become accustomed for transactions of this type.

Pursuant to the terms of the Plan, under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), the Issuer will issue each series of the Exit Notes under the applicable Indenture to be qualified hereby, to Holders (as defined in the Plan) of Allowed Senior Secured Notes Claims, Allowed New Money DIP Notes Claims, and Allowed Roll-Up DIP Notes Claims, and Allowed Notes Claims (each as defined in the Plan), as applicable.

The Plan will become effective on the date on which all conditions to the effectiveness of the Plan have been satisfied or waived (the “Effective Date”).

The issuance of the Exit Notes is exempt from registration under the Securities Act, pursuant to the exemption provided by Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization from registration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor under the plan of reorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and (iii) the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor, or principally in such exchange and partly for cash or property. The Applicants believe that the issuance of the Exit Notes will satisfy the aforementioned requirements. See “Article IV Means For Implementation of This Plan – Q. Exemption from Registration Requirements” of the Plan.

AFFILIATIONS

3. Affiliates.

The following describes the Issuer’s wholly-owned direct, or wholly-owned indirect, subsidiaries as of the date of this Application:

As a result of the Reorganization and at the time of the Effective Date, Rite Aid Corporation will become a subsidiary of New Rite Aid, and New Rite Aid will be the record owner of each of the subsidiaries attributable to Rite Aid Corporation listed above.

Certain directors and officers of the Applicants may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.”

Certain persons may be deemed to be “affiliates” of the Applicants by virtue of their holdings of the voting securities of the Applicants. See Item 5, “Principal Owners of Voting Securities.”

MANAGEMENT AND CONTROL

4.             Directors and Executive Officers.

The names of the directors and executive officers of the Issuer, as of the date hereof, are set forth below. The mailing address for each director and executive officer is: P.O. Box 3165, Harrisburg, Pennsylvania 17105 and each person’s telephone number is (717) 761-2633.

The persons chosen to become directors and executive officers of the Issuer as of the Effective Date are set forth below. The mailing address for each director and executive officer is: P.O. Box 3165, Harrisburg, Pennsylvania 17105 and each person’s telephone number is (717) 761-2633.

5.             Principal Owners of Voting Securities.

(a)             There are no persons known to the Issuer to own 10 percent or more of the voting securities of the Issuer as of the date of this Application.

(b)             The following table sets forth certain information regarding each person known to the Issuer to own 10 percent or more of the voting securities of the Guarantors as of the date of this Application.

As a result of the Reorganization and at the time of the Effective Date, equity in New Rite Aid will be issued to certain holders of Old Notes and the GUC Equity Trust (as defined in the Plan) pursuant to and in accordance with the Plan and the Restructuring Transactions Memorandum filed in the Chapter 11 Cases (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Restructuring Transactions Memorandum”).

The following table sets forth certain information regarding each person that the Issuer expects will own 10 percent or more of the voting securities of the Issuer as of the Effective Date in accordance with the Restructuring Transactions Memorandum.

The following table sets forth certain information regarding each person that the Issuer expects will own 10 percent or more of the voting securities of New Rite Aid as of the Effective Date in accordance with the Restructuring Transactions Memorandum.

UNDERWRITERS

6. Underwriters.

(a) Within three years prior to the date of the filing of this Application, no person acted as an underwriter of any securities of the Applicants that are currently outstanding on the date of this Application.

(b) There is no proposed principal underwriter for the Exit Notes that are to be issued in connection with the Indentures that are to be qualified under this Application.

⁷ The exact amount of the limited liability company interests to be issued by New Rite Aid is to be determined prior to the Effective Date.

CAPITAL SECURITIES

7. Capitalization.

(a) The following tables set forth certain information with respect to each authorized class of securities of the Issuer as of the date of this Application.

It is expected that, upon consummation of the Plan, the Issuer’s capital structure shall be comprised of (i) certain equity interests held directly or indirectly by New Rite Aid and (ii) the Exit Notes. The Exit Notes will be guaranteed by each of the Guarantors.

Claims on account of the Old Notes will be released, cancelled, and discharged pursuant to the Plan.

INDENTURE SECURITIES

8. Analysis of Indenture Provisions.

The Exit 1.5L Notes and the Exit 3L Notes will be issued pursuant to the corresponding new Indenture (the “1.5L Indenture” and the “3L Indenture,” respectively) each of which will be entered into among Issuer and the Guarantors and U.S. Bank Trust Company, National Association , as trustee (the “Trustee”). The following is a general description of certain provisions expected to be included in the Indentures, and the description is qualified in their entirety by reference to each form of Indenture filed as Exhibit T3C.1 and Exhibit T3C.2, herewith. The Issuer has not entered into either of the Indentures as of the date of this filing, and the terms of each of the Indentures are subject to change before they are executed. The expected terms of the Exit Notes are described in the Exit 1.5 Lien Notes Term Sheet and Takeback Notes Term Sheet, attached as Exhibit E-2 and F-2 to the Fourth Amended Plan Supplement [Docket No. 3790], respectively. Capitalized terms used below and not defined herein have the meanings ascribed to them in the applicable Indenture. References to articles and sections below are to the applicable articles and sections of the applicable Indenture, unless otherwise noted.

Amount of Securities; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. Securities may be issued in one or more tranches; provided, however, that any Securities issued with original issue discount (“OID”) for Federal income tax purposes shall not be issued as part of the same tranche as any Securities that are issued with a different amount of OID or are not issued with OID. All Securities of any one series shall be substantially identical except as to denomination.

Subject to Section 2.03 of the 1.5L Indenture, the Trustee shall authenticate Securities as follows:

(a)             for original issue on the Issue Date, $[•] in aggregate principal amount of Securities (the “Original Securities”). All Original Securities will be in the form of Unrestricted Global Securities;

(b)             for issue on the Second Issue Date, $75,000,000 in aggregate principal amount of Securities provided, however, that, if on a Pro Forma Basis as of the date of the incurrence of any such incremental Securities, the Consolidated Fixed Charge Coverage Ratio, for the most recently ended Measurement Period, is less than 1.00 to 1.00, interest payable with respect to the such Securities shall be paid in kind rather than in cash (the “Second Tranche Securities”) in accordance with, and pursuant to the terms of, an Authentication Order. The Second Tranche Securities shall have the same terms and conditions as the Original Securities of the respective series in all respects except for the issue date, and upon issuance, the Second Tranche Securities shall be consolidated with and form a single class with the previously outstanding Original Securities and vote together as one class on all matters with respect to the Securities, including, without limitation, waivers, amendments and offers to purchase; and

(c)             PIK Securities from time to time in accordance with Section 2.02 of the 1.5L Indenture;

provided that no Opinion of Counsel shall be required with respect to the Original Securities on the Issue Date or any PIK Securities issued after the Issue Date. With respect to any Securities issued after the Issue Date (except for PIK Securities and any Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, Original Securities pursuant to Section 2.07, Section 2.08, Section 2.11, Section 3.06 or Section 4.06 of the 3L Indenture), there shall be established in or pursuant to a Board Resolution, and subject to Section 2.03, set forth, or determined in the manner provided in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities:

(1)             whether such Securities shall be issued as part of a new or existing series of Securities and, if issued as part of a new series, the title of such Securities (which shall distinguish the Securities of the series from Securities of any other series);

(2)             the aggregate principal amount of such Securities to be authenticated and delivered under the 1.5L Indenture, which may be issued for an unlimited aggregate principal amount (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same tranche pursuant to Section 2.07, Section 2.08, Section 2.11, Section 3.06 or Section 4.06 and except for Securities which, pursuant to Section 2.03, are deemed never to have been authenticated and delivered hereunder);

(3)             the issue price and issuance date of such Securities, including the date from which interest payable with respect to such Securities shall accrue; and

(4)             if applicable, that such Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositories for such Global Securities; the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit A and any circumstances in addition to or in lieu of those set forth in Section 2.07 in which any such Global Security may be exchanged in whole or in part for Securities registered; and any transfer of such Global Security in whole or in part may be registered in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.

The Original Securities, the Second Tranche Securities, any PIK Securities and any other Securities issued pursuant to the 1.5L Indenture shall be treated as a single class for all purposes under the 1.5L Indenture, including, without limitation, waivers, amendments and offers to purchase.

Securities issued in global form shall be substantially in the form of Exhibit A attached to the 1.5L Indenture (including the Global Security Legend thereon and the “Schedule of Exchanges of Interests in the Global Security” attached to the 1.5L Indenture). Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security Legend thereon and without the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Each Global Security shall represent such of the outstanding Securities as shall be specified in the “Schedule of Exchanges of Interests in the Global Security” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and the payment of interest through an increase in the principal amount of the outstanding Securities (“PIK Interest”). Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 or by the Company in connection with a PIK Payment.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security will be exchanged for beneficial interests in the Regulation S Permanent Global Security pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee will cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

The Exit 1.5L Notes and the Guarantees will be secured by a lien on substantially all assets of the Issuer and each Guarantor (collectively, the “Collateral”), (a) junior only to the first-priority lien securing the Exit Facilities and (b) senior to (i) the second-priority lien securing McKesson’s postemergence outstanding trade credit, (ii) the third-priority lien securing the Takeback Notes and (iii) any other liens securing any guaranteed or contingent cash obligations owed to any parties (other than customary permitted encumbrances consistent with the permitted encumbrances set forth in the Exit Facilities Credit Agreement.

Events of Default. The following events shall be “Events of Default”:

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

A Default under clause (d), (i) or (m) of Section 6.01 of the 1.5L Indenture is not an Event of Default until the Trustee notifies the Issuer of such Default or the Holders of not less than 25% in aggregate principal amount of the Securities then outstanding notify the Issuer and the Trustee of the Default and the Issuer does not cure such Default within the time specified after receipt of such notice; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to holders, more than two years prior to such notice of Default. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

The Issuer shall deliver to the Trustee, within 30 days after it becomes aware of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event that with the giving of notice or the lapse of time would become an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

Release of Collateral.

Collateral may be released from the Liens and security interests created by the Securities Documents at any time or from time to time in accordance with the provisions of the Securities Documents and the Intercreditor Agreements. In addition, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets included in the Collateral from the Liens and security interests securing the Securities. Such assets constituting Collateral shall be automatically released without further action by any party, and the Trustee shall (or, if the Trustee is not then the Securities Collateral Agent, shall direct the Securities Collateral Agent to) affirmatively release the same from such Liens and security interests at the Issuer’s sole cost and expense, under any one or more of the following circumstances without the need for any further action by any Person:

(a)             as to any property or assets to enable the Issuer or the Subsidiary Guarantors to consummate the disposition of such property or assets to the extent not prohibited and otherwise in accordance with Section 4.06; provided, however, that if such property or assets, immediately prior thereto, were subject to any Lien securing any Obligations of the Issuer or Subsidiary Guarantors and such property or assets continue after such disposition to be subject to a Lien securing any such Obligations, no such release shall occur with respect to such property or assets;

(b)             in the case of the property and assets of a Subsidiary that is a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Subsidiary Guarantee of the Securities;

(c)             if such Collateral is released from the Liens securing the ABL Loan Obligations;

(d)             as described under Article IX of the 1.5L Indenture.

(e)             The security interests in all Collateral securing the Securities also will be released upon payment in full of the principal of, together with accrued and unpaid interest on, the Securities and all other Obligations under the 1.5L Indenture, the Securities, the Guarantees and the Security Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid, including pursuant to the satisfaction and discharge of the 1.5L Indenture under Section 8.01 or upon the Issuer’s exercise of a legal defeasance option or covenant defeasance option under the 1.5L Indenture as described under Article VIII.

Upon the written request of the Issuer pursuant to an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Securities Collateral Documents have been met, and upon receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or the Subsidiary Guarantors, as the case may be, the Securities Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuer or the Subsidiary Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to the 1.5L Indenture or the Securities Collateral Documents.

Satisfaction and Discharge.

(a)             When (i) the Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer as provided in the second paragraph of Section 8.04) for cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Issuer irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then the 1.5L Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of the 1.5L Indenture on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.

(b)             Subject to Section 8.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and the 1.5L Indenture (“legal defeasance option”) or (ii) its obligations under Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.13, Section 4.14, Section 4.15, Section 4.16, Section 4.17, Section 4.18, Section 4.19, Section 4.20, Section 4.21, Section 4.22, Section 4.24 and the operation of Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(i), Section 6.01(j), Section 6.01(k), Section 6.01(l), Section 6.01(m) or Section 6.01(n) (but, in the case of Sections Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (2) through (4) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(i), Section 6.01(j), Section 6.01(k), Section 6.01(l), Section 6.01(m), or Section 6.01(n) (but, in the case of Sections Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) or because of the failure of the Issuer to comply with the limitations contained in clauses (2) through (4) of Section 5.01(a) and Section 5.01(b). If the Issuer exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities.

Upon satisfaction of the conditions set forth in the 1.5L Indenture and upon written request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

(c)             Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.

Amount of Securities; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under the 3L Indenture is unlimited . Securities may be issued in one or more tranches; provided, however, that any Securities issued with original issue discount (“OID”) for Federal income tax purposes shall not be issued as part of the same tranche as any Securities that are issued with a different amount of OID or are not issued with OID. All Securities of any one tranche shall be substantially identical except as to denomination.

Subject to Section 2.03 of the 3L Indenture, the Trustee shall authenticate Securities as follows:

(a)             for original issue on the Issue Date (i) $225,000,000 in aggregate principal amount of Series A Securities and (ii) $125,000,000 in aggregate principal amount of Series B Securities (together, the “Original Securities”). All Original Securities will be in the form of Unrestricted Global Securities. Series A Securities shall have the same terms and conditions as the Series B Securities in all respects except with respect to payment priority and lien priority, and upon issuance, the Series A Securities and Series B Securities shall be consolidated with and form a single class and vote together as one class on all matters with respect to the Securities including, without limitation, waivers, amendments and offers to purchase; and

(b)             PIK Securities from time to time in accordance with Section 2.02 of the 3L Indenture;

provided that no Opinion of Counsel shall be required with respect to the Original Securities on the Issue Date or any PIK Securities issued after the Issue Date. With respect to any Securities issued after the Issue Date (except for PIK Securities and any Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, Original Securities pursuant to Section 2.07, Section 2.08, Section 2.11, Section 3.06 or Section 4.06 of the 3L Indenture), there shall be established in or pursuant to a Board Resolution, and subject to Section 2.03 of the 3L Indenture, set forth, or determined in the manner provided in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities:

(1)             whether such Securities shall be issued as part of a new or existing series of Securities and, if issued as part of a new series, the title of such Securities (which shall distinguish the Securities of the series from Securities of any other series);

(2)             the aggregate principal amount of such Securities to be authenticated and delivered under the 3L Indenture, which may be issued for an unlimited aggregate principal amount (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same tranche pursuant to Section 2.07, Section 2.08, Section 2.11, Section 3.06 or Section 4.06 and except for Securities which, pursuant to Section 2.03 of the 3L Indenture, are deemed never to have been authenticated and delivered hereunder);

(3)             the issue price and issuance date of such Securities, including the date from which interest payable with respect to such Securities shall accrue; and

(4)             if applicable, that such Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositories for such Global Securities; the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Exhibit A-1 and Exhibit A-2 of the 3L Indenture, as applicable, and any circumstances in addition to or in lieu of those set forth in Section 2.07 of the 3L Indenture in which any such Global Security may be exchanged in whole or in part for Securities registered; and any transfer of such Global Security in whole or in part may be registered in the name or names of Persons other than the depositary for such Global Security or a nominee thereof.

The Original Securities, any PIK Securities and any other Securities issued pursuant to the 3L Indenture shall be treated as a single class for all purposes under the 3L Indenture, including, without limitation, waivers, amendments and offers to purchase.

Securities issued in global form shall be substantially in the form of Exhibit A-1 and Exhibit A-2 of the 3L Indenture, as applicable, attached hereto (including the Global Security Legend thereon and the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Securities issued in definitive form shall be substantially in the form of Exhibit A-1 and Exhibit A-2 of the 3L Indenture, as applicable, attached hereto (but without the Global Security Legend thereon and without the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Each Global Security shall represent such of the outstanding Securities as shall be specified in the “Schedule of Exchanges of Interests in the Global Security” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and the payment of interest through an increase in the principal amount of the outstanding Securities (“PIK Interest”). Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 of the 3L Indenture or by the Issuer in connection with a PIK Payment.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security will be exchanged for beneficial interests in the Regulation S Permanent Global Security pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee will cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

The Exit 3L Notes and the Guarantees will be secured by a lien on substantially all assets of the Issuer and each Guarantor (collectively, the “Collateral”), (a) junior only to (i) the first-priority lien securing the Exit Facilities, (ii) the “1.5”-priority lien securing the Exit 1.5L Notes and (iii) the second-priority lien securing McKesson’s postemergence outstanding trade credit, but (b) senior to any other liens securing any guaranteed or contingent cash obligations owed to any parties (other than customary permitted encumbrances consistent with the permitted encumbrances set forth in the Exit Facilities Credit Agreement).

Events of Default. The following events shall be “Events of Default”:

(a)             the Issuer fails to make the payment of any interest on any of the Securities when the same becomes due and payable, and such failure continues for a period of 30 days;

(b)             the Issuer fails to make the payment of any principal of, or premium, if any, on any of the Securities when the same becomes due and payable at its Maturity Date, or upon acceleration, redemption, optional redemption, required repurchase or otherwise (it being understood that Series B Securities shall not be accelerated, redeemed or otherwise repurchased prior to payment in full of Series A Securities);

(c)             the Issuer fails to comply with Article V of the 3L Indenture;

(d)             the Issuer fails to comply for 30 days after written notice is given by the Trustee or the Holders of not less than 30% in principal amount of the Securities (with a copy to the Trustee) with any covenant or agreement in the Securities or in the 3L Indenture (other than a failure that is the subject of the foregoing clauses (a), (b) or (c)) ;

(e)             (i) a default under the ABL Credit Agreement by the Issuer or any Subsidiary that (x) constitutes a payment default, including a failure to pay any such Debt at final maturity (in each case after giving effect to applicable grace periods) or (y) results in acceleration of the final maturity of such Debt, (ii) the Issuer or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Debt, including any obligation to reimburse letter of credit obligations or to post cash collateral with respect thereto, when and as the same shall become due and payable or within any applicable grace period, or (iii) any event or condition occurs that results in any Material Debt becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Debt or any trustee or agent on its or their behalf to cause any such Material Debt to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (e) shall not apply to any such Material Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Debt; provided, further that this clause (e) shall not apply to any mandatory repurchase offer or other mandatory repurchase, redemption or prepayment obligation of the Issuer that may arise under convertible debt to the extent that the making of such mandatory repurchase by the Issuer is otherwise permitted under the 3L Indenture;

(f)             An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Issuer or any Subsidiary, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Issuer or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(g)             The Issuer or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely manner, any proceeding or petition described in Section 6.01(f) of the 3L Indenture, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Issuer or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(h)             any Subsidiary Guarantee of a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of the Securities Collateral Documents and the 3L Indenture) and such default continues for 20 days after notice as provided below or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee (the “guarantee provisions”);

(i)             One or more judgments for the payment of money in an aggregate amount in excess of $38,500,000 shall be rendered against the Issuer, any Subsidiary or any combination thereof (to the extent not covered by insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and the same shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of thirty (30) consecutive days, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Issuer or any Subsidiary to enforce any such judgment;

(j)             Any ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, has resulted or could reasonably be expected to result in a Material Adverse Effect;

(k)             (i) Any Lien purported to be created under any Securities Collateral Document shall cease to be a valid and perfected Lien on any material portion of the Collateral, with the priority required by the Securities or the Issuer or any Subsidiary shall so assert in writing, except as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Securities Collateral Documents and except to the extent that any such loss of perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Securities Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Securities Collateral Documents or to file Uniform Commercial Code amendments relating to a Securities Party’s change of name, entity type or jurisdiction of formation (solely to the extent that the Issuer provides the Trustee written notice thereof in accordance with the 3L Indenture) and continuation statements or to take any other action primarily within its control with respect to the Collateral, or (ii) any Securities Collateral Document shall become invalid, or the Issuer or any Subsidiary shall so assert in writing; and

(l)             the Issuer fails to make a Change of Control Offer in accordance with Section 4.12 of the 3L Indenture or the Issuer completes a Change of Control Offer with respect to fewer than all Securities then outstanding.

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

A Default under clause (d), (i) or (m) of Section 6.01 of the 3L Indenture is not an Event of Default until the Trustee notifies the Issuer of such Default or the Holders of not less than 25% in aggregate principal amount of the Securities then outstanding notify the Issuer and the Trustee of the Default and the Issuer does not cure such Default within the time specified after receipt of such notice; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to holders, more than two years prior to such notice of Default. Such notice must specify the Default, demand that it be remedied and state that such notice is a “notice of Default”.

The Issuer shall deliver to the Trustee, within 30 days after it becomes aware of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event that with the giving of notice or the lapse of time would become an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

Release of Collateral.

(a)             Collateral may be released from the Liens and security interests created by the Securities Documents at any time or from time to time in accordance with the provisions of the Securities Documents and the Intercreditor Agreements. In addition, the Issuer and the Subsidiary Guarantors will be entitled to the release of assets included in the Collateral from the Liens and security interests securing the Securities. Such assets constituting Collateral shall be automatically released without further action by any party, and the Trustee shall (or, if the Trustee is not then the Securities Collateral Agent, shall direct the Securities Collateral Agent to) affirmatively release the same from such Liens and security interests at the Issuer’s sole cost and expense, under any one or more of the following circumstances without the need for any further action by any Person:

(i)              as to any property or assets to enable the Issuer or the Subsidiary Guarantors to consummate the disposition of such property or assets to the extent not prohibited and otherwise in accordance with Section 4.06; provided, however, that if such property or assets, immediately prior thereto, were subject to any Lien securing any Obligations of the Issuer or Subsidiary Guarantors and such property or assets continue after such disposition to be subject to a Lien securing any such Obligations, no such release shall occur with respect to such property or assets;

(ii)             in the case of the property and assets of a Subsidiary that is a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Subsidiary Guarantee of the Securities;

(iii)            if such Collateral is released from the Liens securing the Senior Obligations;

(iv)            as described under Article IX of the 3L Indenture.

(b)             The security interests in all Collateral securing the Securities also will be released upon payment in full of the principal of, together with accrued and unpaid interest on, the Securities and all other Obligations under the 3L Indenture, the Securities, the Guarantees and the Security Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid, including pursuant to the satisfaction and discharge of the 3L Indenture under Section 8.01 or upon the Issuer’s exercise of a legal defeasance option or covenant defeasance option under the 3L Indenture as described under Article VIII.

Upon the written request of the Issuer pursuant to an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Securities Collateral Documents have been met, and upon receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or the Subsidiary Guarantors, as the case may be, the Securities Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuer or the Subsidiary Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to the 3L Indenture or the Securities Collateral Documents.

Satisfaction and Discharge.

(a)             When (i) the Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08 or Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer as provided in the second paragraph of Section 8.04) for cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or as a result of the delivery of a notice of redemption pursuant to Article III, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee, and the Issuer irrevocably deposits with the Trustee funds (comprised of cash to be held uninvested and/or U.S. Government Obligations) sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then the 3L Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of the 3L Indenture on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.

(b)             Subject to Section 8.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations under the Securities and the 3L Indenture (“legal defeasance option”) or (ii) its obligations under Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.13, Section 4.14, Section 4.15, Section 4.16, Section 4.17, Section 4.18, Section 4.19, Section 4.20, Section 4.21, Section 4.22, Section 4.24 and the operation of Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l) (but, in the case of Section 6.01(f) and Section 6.01(g), with respect only to Subsidiaries) and the limitations contained in clauses (2) through (4) of Section 5.01(a) and Section 5.01(b) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h), Section 6.01(i), Section 6.01(j), Section 6.01(k) and Section 6.01(l)(but, in the case of Sections Section 6.01(f) and Section (g), with respect only to Subsidiaries) or because of the failure of the Issuer to comply with the limitations contained in clauses (2) through (4) of Section 5.01(a) and Section 5.01(b). If the Issuer exercises its legal defeasance option or its covenant defeasance option, the Liens, as they pertain to the Securities, will be released and each Subsidiary Guarantor will be released from all its obligations under its Subsidiary Guarantee, as it pertains to the Securities.

Upon satisfaction of the conditions set forth in the 3L Indenture and upon written request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

(c)             Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.08, Article VII, Section 8.05 and Section 8.06 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections Section 7.07 and Section 8.05 shall survive such satisfaction and discharge.

9. Other Obligors.

Other than the Applicants, no other person is an obligor with respect to the Exit Notes.

CONTENTS OF APPLICATION FOR QUALIFICATION

This Application for Qualification comprises:

* Filed herewith.

** Incorporated by reference.

*** To be filed by amendment.

SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, Rite Aid Corporation, a corporation organized and existing under the laws of the State of Delaware, has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Philadelphia and State of Pennsylvania, on August 19, 2024.

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicants below, organized and existing under the laws of the states set forth in Item 1 herein, have duly caused this Application to be signed on their behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Philadelphia and State of Pennsylvania, on August 19, 2024.