RITE AID CORP (Form: 8-K, Received: 06/11/2009 16:43:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 11, 2009 (June 5, 2009)

Rite Aid Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-5742	23-1614034
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

30 Hunter Lane, Camp Hill, Pennsylvania 17011

(Address of principal executive offices, including zip code)

(717) 761-2633

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 5, 2009, Rite Aid Corporation ("Rite Aid") amended and restated the credit agreement (the "Restated Credit Agreement") governing its senior secured credit facility to permit the refinancing of Rite Aid's indebtedness under its senior secured credit facility with new secured indebtedness, which may be on a senior or second lien basis and to provide Rite Aid with greater flexibility to consummate asset sales. The Restated Credit Agreement also permits Rite Aid to refinance its existing accounts receivable securitization facilities with on-balance sheet indebtedness, which may be secured or unsecured on a senior or second priority basis (in each case subject to permitted liens). In addition, as a result of the Restated Credit Agreement, if Rite Aid has less than $150 million of revolver availability under its senior secured credit facility, Rite Aid will be subject to a fixed charge coverage ratio maintenance test. The Restated Credit Agreement also restricts Rite Aid and the Subsidiary Guarantors (as defined below) from accumulating cash on hand in excess of $200 million at any time when revolving loans under Rite Aid's senior secured credit facility are outstanding (not including cash located in Rite Aid's store deposit accounts, cash related to Rite Aid's accounts receivable securitization facilities, cash necessary to cover Rite Aid's current liabilities and certain other exceptions). The Restated Credit Agreement also states that if at any time (subject to certain exceptions) either (i) an event of default exists under Rite Aid's senior secured credit facility or (ii) the sum of revolver availability under Rite Aid's senior secured credit facility and certain amounts held on deposit with the senior collateral agent in a concentration account is less than $100 million for three consecutive business days, the funds in Rite Aid's deposit accounts will be swept to a concentration account with the senior collateral agent and will be applied first to repay outstanding revolving loans under Rite Aid's senior secured credit facility, and then held as collateral for the senior lien obligations and the second lien obligations until such cash sweep period is rescinded pursuant to the terms of Rite Aid's senior secured credit facility. A copy of the Amended and Restated Credit Agreement, dated as of June 5, 2009, is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

On June 10, 2009, Rite Aid entered into a refinancing amendment to the Restated Credit Agreement pursuant to which it borrowed $525 million under a new term loan (the "Tranche 4 Term Loan") under the Restated Credit Agreement. The net proceeds of the Tranche 4 Term Loan were used to repay Rite Aid's $145 million Tranche 1 Term Loan as well as approximately $350 million of the amounts outstanding under Rite Aid's existing revolving credit facility, with a corresponding reduction in revolving commitments, and to pay related fees and expenses. The Tranche 4 Term Loan was issued at a 96% discount, resulting in gross proceeds of $504 million before fees and expenses. A copy of the Refinancing Amendment No. 1, dated as of June 10, 2009 ("Refinancing Amendment No. 1"), is filed hereto as Exhibit 10.2 and is incorporated herein by reference.

In addition, on June 5, 2009, Rite Aid executed the Amended and Restated Collateral Trust and Intercreditor agreement (the "Amended Intercreditor Agreement") to the Collateral Trust and Intercreditor Agreement, originally dated as of June 27, 2001, as amended and restated

as of May 28, 2003, and further amended as of June 4, 2007, as well as the related definitions annex attached thereto, providing for the amendments described therein to allow the Company to incur or issue and sell one or more series or classes of senior lien indebtedness (to the extent permitted under the indentures and any other instruments that govern Rite Aid's debt then outstanding) and allow such new senior lien indebtedness to be guaranteed by the Subsidiary Guarantors and secured by the same senior liens granted by the Subsidiary Guarantors on the collateral that secures Rite Aid's obligations under its senior secured credit facility (including the Tranche 4 Term Loan and the anticipated New Revolver) and, when issued, Rite Aid's 9.750% senior secured notes due 2016 (the "9.750% Notes") described below, subject to certain conditions set forth therein. A copy of the Amended and Restated Collateral Trust and Intercreditor Agreement, including the related definitions annex, dated as of June 5, 2009, is filed hereto as Exhibit 10.3 and is incorporated herein by reference.

In connection with the Amended Intercreditor Agreement and the Restated Credit Agreement, conforming changes were made to certain of Rite Aid's other agreements that govern its senior lien and second priority indebtedness. Copies of the Amended and Restated Senior Subsidiary Guarantee Agreement, dated as of June 5, 2009, and the Amended and Restated Senior Subsidiary Security Agreement, dated as of June 5, 2009, are filed hereto as Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.

Certain of the lenders, the administrative agent and the collateral agent to the senior secured credit facility and their affiliates have performed investment banking, commercial banking and advisory services for Rite Aid from time to time for which they have received customary fees and expenses.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding Rite Aid's entry into the Restated Credit Agreement, Refinancing Amendment No. 1, the Amended Intercreditor Agreement, the Amended and Restated Senior Subsidiary Guarantee Agreement and the Amended and Restated Senior Subsidiary Security Agreement set forth in Item 1.01 above is incorporated herein by reference.

At Rite Aid's option, the Tranche 4 Term Loan bears interest at a rate per annum equal to either (i) an adjusted LIBOR rate (with a LIBOR floor of 3.00% per annum) plus 6.50% or (ii) the greater of (x) Citibank's base rate (with a base rate floor of 4.00% per annum) and (y) the federal funds rate plus 0.50%, in each case plus 5.50%. The Tranche 4 Term Loan is guaranteed by all of Rite Aid's subsidiaries that guarantee Rite Aid's senior secured credit facility, and that will guarantee the 9.750% Notes and the anticipated new $1.0 billion senior secured revolving credit facility due September 2012 (the "New Revolver") which Rite Aid intends to obtain, pursuant to a refinancing amendment to its Restated Credit Agreement, after the consummation of the offering of the 9.750% Notes ( the “Subsidiary Guarantors”). The New Revolver would replace Rite Aid's existing revolving credit facility. The Subsidiary Guarantors also guarantee Rite Aid's outstanding 10.375% senior secured notes due 2016, 7.5% senior secured notes due 2017, 8.625% senior notes due 2015, 9.375% senior notes due 2015 and 9.5% senior notes due 2017. The Tranche 4 Term Loan and the guarantees thereof are secured by the same senior liens granted by the Subsidiary Guarantors

on the collateral that secures Rite Aid's obligations under its senior secured credit facility (including the anticipated New Revolver) and, when issued, the 9.750% Notes. Rite Aid will be required to make mandatory prepayments of the Tranche 4 Term Loan (on a pro rata basis with any other term loans under its senior secured credit facility and other senior lien obligations that require the sharing of such prepayments, including the 9.750% Notes) with the proceeds of certain asset dispositions and casualty events (subject to certain limitations). Rite Aid will also be required to make mandatory prepayments of the Tranche 4 Term Loan (on a pro rata basis with any other term loans under its senior secured credit facility) with a portion of any excess cash flow generated by Rite Aid and with the proceeds of certain issuances of equity and debt (subject to certain exceptions). If at any time the total credit exposure outstanding under Rite Aid's senior secured credit facility (including the Tranche 4 Term Loan and the anticipated New Revolver) and together with the principal amount of the 9.750% Notes, and the principal amount of any other senior lien obligations exceeds the borrowing base, Rite Aid will be required to make certain other mandatory prepayments to eliminate such shortfall.

All prepayments of the Tranche 4 Term Loan occurring on or prior to the third anniversary of the borrowings under the Tranche 4 Term Loan will be subject to a prepayment premium in an amount equal to (i) 5.0% of the principal amount prepaid if such prepayment occurs on or prior to the first anniversary of such borrowing, (ii) 3.0% of the principal amount prepaid if such prepayment occurs on or prior to the second anniversary of such borrowing and (iii) 1.0% of the principal amount prepaid if such prepayment occurs on or prior to the third anniversary of such borrowing. The Tranche 4 Term Loan will mature on June 10, 2015.

Item 8.01. Other Events.

On June 8, 2009, Rite Aid announced the terms of an offering of $410 million aggregate principal amount ($10 million more than previously announced) of its 9.750% Notes (representing a yield to maturity of 10.125%, based on an offering price of 98.196% per Note).

The transaction is expected to close on June 12, 2009, subject to customary closing conditions.

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The 9.750% Notes and the related subsidiary guarantees have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
10.1		Amended and Restated Credit Agreement originally dated as of June 27, 2001, as amended and restated as of June 5, 2009, among Rite Aid

		Corporation, the lenders from time to time party thereto and Citicorp North America, Inc., as administrative agent and collateral agent.
10.2		Refinancing Amendment No. 1, dated as of June 10, 2009, relating to the Credit Agreement dated as of June 27, 2001, as amended and restated as of June 5, 2009, among Rite Aid Corporation, the lender party thereto and Citicorp North America, Inc., as Senior Collateral Agent.
10.3		Amended and Restated Collateral Trust and Intercreditor Agreement, including the related definitions annex, dated as of June 5, 2009, among Rite Aid Corporation, each subsidiary named therein or which becomes a party thereto, Wilmington Trust Company, as collateral trustee, Citicorp North America, Inc., as senior collateral processing agent, The Bank of New York Trust Company, N.A., as trustee under the 2017 7.5% Note Indenture (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the 2016 10.375% Note Indenture (as defined therein), and each other Second Priority Representative and Senior Representative which becomes a party thereto.
10.4		Amended and Restated Senior Subsidiary Guarantee Agreement, dated as of June 5, 2009 among the Subsidiary Guarantors party thereto and Citicorp North America, Inc., as senior collateral agent.
10.5		Amended and Restated Senior Subsidiary Security Agreement, dated as of June 5, 2009, by the Subsidiary Guarantors party thereto in favor of the Citicorp North America, Inc., as senior collateral agent.
99.1		Press Release, dated June 8, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: June 11, 2009	By:	/s/ Marc A. Strassler
		Name:	Marc A. Strassler
		Title:	Executive Vice President,
			General Counsel and Secretary

EXHIBIT INDEX

Number		Description
10.1		Amended and Restated Credit Agreement originally dated as of June 27, 2001, as amended and restated as of June 5, 2009, among Rite Aid Corporation, the lenders from time to time party thereto and Citicorp North America, Inc., as administrative agent and collateral agent.
10.2		Refinancing Amendment No. 1, dated as of June 10, 2009, relating to the Credit Agreement dated as of June 27, 2001, as amended and restated as of June 5, 2009, among Rite Aid Corporation, the lender party thereto and Citicorp North America, Inc., as Senior Collateral Agent.
10.3		Amended and Restated Collateral Trust and Intercreditor Agreement, including the related definitions annex, dated as of June 5, 2009, among Rite Aid Corporation, each subsidiary named therein or which becomes a party thereto, Wilmington Trust Company, as collateral trustee, Citicorp North America, Inc., as senior collateral processing agent, The Bank of New York Trust Company, N.A., as trustee under the 2017 7.5% Note Indenture (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the 2016 10.375% Note Indenture (as defined therein), and each other Second Priority Representative and Senior Representative which becomes a party thereto.
10.4		Amended and Restated Senior Subsidiary Guarantee Agreement, dated as of June 5, 2009 among the Subsidiary Guarantors party thereto and Citicorp North America, Inc., as senior collateral agent.
10.5		Amended and Restated Senior Subsidiary Security Agreement, dated as of June 5, 2009, by the Subsidiary Guarantors party thereto in favor of the Citicorp North America, Inc., as senior collateral agent.
99.1		Press Release, dated June 8, 2009.

Definitions Annex to the

Collateral Trust and Intercreditor Agreement

DEFINITIONS ANNEX

This is the Definitions Annex referred to in the Senior Loan Documents and the Second Priority Debt Documents. Each capitalized term used herein shall have the meaning assigned to it below or, if not defined herein, the meaning assigned to it in the applicable Senior Loan Document or Second Priority Debt Document. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

References to any agreement are to such agreement as amended, modified or supplemented from time to time in accordance with the terms thereof and of each Senior Loan Document and Second Priority Debt Document containing restrictions or imposing conditions on the amendment, modification or supplementing of such agreement.

“ 2009 Amendment and Restatement Agreement ” means the Amendment and Restatement Agreement dated as of June 5, 2009, among Rite Aid, the Subsidiary Loan Parties, the Senior Lenders party thereto and the Administrative Agent.

“ 2009 Restatement Effective Date ” means the date on which the amendment and restatement of the Original Restated Credit Agreement pursuant to the 2009 Amendment and Restatement Agreement becomes effective pursuant to its terms.

“ 2016 10.375% Note Indenture ” means the Indenture dated as of July 9, 2008, among Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 2016 10.375% Notes.

“ 2016 10.375% Notes ” means the 10.375% Senior Secured Notes Due 2016 issued pursuant to the 2016 10.375% Note Indenture, and the Guarantees thereof by the Subsidiary Guarantors.

“ 2017 7.5% Note Indenture ” means the Indenture dated as of February 21, 2007, among Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 2017 7.5% Notes.

“ 2017 7.5% Notes ” means the 7.5% Senior Secured Notes of the Borrower due 2017 issued pursuant to the 2017 7.5% Note Indenture, and the Guarantees thereof by the Subsidiary Guarantors.

“ 2017 9.50% Note Indenture ” means the Amended and Restated Indenture dated as of June 4, 2007, among Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 2017 9.50% Notes.

“ 2017 9.50% Notes ” means the 9.50% Senior Notes due 2017 issued pursuant t o the 2017 9.50% Note Indenture , and the Guarantees thereof by the Subsidiary Guarantors.

“ 8.125% Note Indenture ” means the Indenture dated as of April 22, 2003, among Rite Aid, the Subsidiary Guarantors and BNY Midwest Trust Company, as trustee, relating to the 8.125% Notes.

“ 8.125% Notes ” means the 8.125% Senior Secured Notes of the Borrower due 2010 issued pursuant to the 8.125% Note Indenture and any Registered Equivalent Notes issued in exchange therefor.

“ 8.625% Note Indenture ” means the Indenture dated February 21, 2007, among Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 8.625% Notes.

“ 8.625% Notes ” means the 8.625% Senior Notes of the Borrower due 2015 issued pursuant to the 8.625% Note Indenture.

“ 9.25% Note Indenture ” means the Indenture dated as of May 20, 2003, between Rite Aid and BNY Midwest Trust Company, as Trustee, relating to the 9.25% Notes.

“ 9.25% Notes ” means the 9.25% Senior Notes of the Borrower due 2013 issued pursuant to the 9.25% Note Indenture and any Registered Equivalent Notes issued in exchange therefor.

“ 9.375% Note Indenture ” means the Amended and Restated Indenture dated as of June 4, 2007, between Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 9.375% Notes.

“ 9.375% Notes ” means the 9.375% Senior Notes of the Borrower due 2015 issued pursuant to the 9.375% Note Indenture, and the Guarantees thereof by the Subsidiary Guarantors.

“ 12.5% Note Indenture ” means the Indenture dated as of June 27, 2001, among Rite Aid, the Subsidiary Guarantors and U.S. Bank and Trust, as trustee, relating to the 12.5% Notes.

“ 12.5% Notes ” means the 12.5% Senior Secured Notes due 2006 of Rite Aid issued on the Effective Date pursuant to the 12.5% Note Indenture.

“ Additional Senior Debt ” means any Indebtedness of Rite Aid (other than Indebtedness constituting Senior Loan Obligations) Guaranteed by the Subsidiary Guarantors pursuant to the Senior Subsidiary Guarantee Agreement (and not Guaranteed by any other Subsidiary) with such Guarantees secured by the Senior Collateral on a pari passu basis (but without regard to control of remedies) with the Senior Loan Obligations (and not secured by Liens on any other assets of Rite Aid or any Subsidiary); provided , however , that (i) such Indebtedness is permitted to be incurred, secured and Guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) the Representative for the holders of such Indebtedness shall have become party to

(A) the Collateral Trust and Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.12 thereof and (B) the Senior Lien Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 5.02(c) thereof, provided further that, if such Indebtedness will be the initial Additional Senior Debt incurred by Rite Aid, then the Subsidiary Guarantors, the Senior Collateral Agent and the Representative for such Indebtedness shall have executed and delivered the Senior Lien Intercreditor Agreement. Additional Senior Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Subsidiary Guarantors pursuant to the Senior Subsidiary Guarantee Agreement issued in exchange thereof.

“ Additional Senior Debt Documents ” means, with respect to any series, issue or class of Additional Senior Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Senior Collateral Documents.

“ Additional Senior Debt Facility ” means each indenture or other governing agreement with respect to any Additional Senior Debt.

“ Additional Senior Debt Obligations ” means, with respect to any series, issue or class of Additional Senior Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Proceeding, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Additional Senior Debt, (b) all other amounts payable to the related Additional Senior Debt Parties under the related Additional Senior Debt Documents and (c) any renewals or extensions of the foregoing.

“ Additional Senior Debt Parties ” means, with respect to any series, issue or class of Additional Senior Debt, the holders of such Indebtedness, any trustee or agent therefor under any related Additional Senior Debt Documents and the beneficiaries of each indemnification obligation undertaken by Rite Aid or any Obligor under any related Additional Senior Debt Documents, but shall not include the Obligors or any Controlled Affiliates thereof (unless such Obligor or Controlled Affiliate is a holder of such Indebtedness, a trustee or agent therefor or beneficiary of such an indemnification obligation named as such in an Additional Senior Debt Document).

“ Additional Senior Instructing Group ” means Senior Representatives with respect to Additional Senior Debt Facilities under which at least a majority of the then aggregate amount of Additional Senior Debt Obligations are outstanding.

“ Affiliate ” means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Asset Sale ” means any sale, lease, assignment, transfer or other disposition (including pursuant to a Sale and Leaseback Transaction) of any property or asset (whether now owned or hereafter acquired, whether in one transaction or a series of

transactions and whether by way of merger or otherwise) of the Borrower or any Subsidiary (including of any Equity Interest in a Subsidiary).

“ Attributable Debt ” means, as to any particular Capital Lease or Sale and Leaseback Transaction under which the Borrower or any Subsidiary is at the time liable, as of any date as of which the amount thereof is to be determined (a) in the case of a transaction involving a Capital Lease, the amount as of such date of Capital Lease Obligations with respect thereto and (b) in the case of a Sale and Leaseback Transaction not involving a Capital Lease, the then present value of the minimum rental obligations under such Sale and Leaseback Transaction during the remaining term thereof (after giving effect to any extensions at the option of the lessor) computed by discounting the rental payments at the actual interest factor included in such payments or, if such interest factor cannot be readily determined, at the rate per annum that would be applicable to a Capital Lease of the Borrower having similar payment terms. The amount of any rental payment required to be made under any such Sale and Leaseback Transaction not involving a Capital Lease may exclude amounts required to be paid by the lessee on account of maintenance and repairs, insurance, taxes, assessments, utilities, operating and labor costs and similar charges, whether or not characterized as rent. Any determination of any rate implicit in the terms of a Capital Lease or a lease in a Sale and Leaseback Transaction not involving a Capital Lease made in accordance with generally accepted financial practices by the Borrower shall be binding and conclusive absent manifest error.

“ Bankruptcy Proceeding ” means any proceeding under Title 11 of the U.S. Code or any other Federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“ Basket Asset Sale ” means any sale, transfer or disposition (including a Sale and Leaseback Transaction not involving any Mortgaged Property) of office locations, Stores or other personal or real property (including any improvements thereon), whether or not constituting Mortgaged Property, or leasehold interest therein for fair value in the ordinary course of business consistent with past practice and not inconsistent with the business plan delivered to the Senior Lenders prior to the Original Restatement Effective Date; provided , however , that (a) the aggregate consideration received therefor (including the fair market value of any non-cash consideration) shall not exceed $200,000,000 in any fiscal year of Rite Aid (calculated without regard to Sale and Leaseback Transactions permitted by Section 6.01(ix), (xiv) and (xv) of the Senior Credit Agreement) and (b) except with respect to any net consideration received from any sale, transfer or disposition to a third Person of Stores, leases and prescription files closed at substantially the same time as, and entered into as part of a single related transaction with, the purchase or other acquisition from such third Person of Stores, leases and prescription files of a substantially equivalent value, at least 75% of such consideration shall consist of cash.

“ Borrower ” means Rite Aid.

“ Business Day ” means any day other than a Saturday, Sunday or day on which commercial banks in New York City or Chicago, Illinois are authorized or required by law to close; provided , however , that when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Lease ” means any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which, in accordance with GAAP, should be capitalized on the lessee’s balance sheet.

“ Cash Sweep Period ” shall have the meaning assigned to such term in the Senior Subsidiary Security Agreement.

“ Casualty/Condemnation ” means any event that gives rise to Casualty/ Condemnation Proceeds.

“ Casualty/Condemnation Proceeds ” means

(a) any insurance proceeds under any insurance policies or otherwise with respect to any casualty or other insured damage to any properties or assets of the Borrower or the Subsidiaries; and

(b) any proceeds received by the Borrower or any Subsidiary in connection with any action or proceeding for the taking of any properties or assets of the Borrower or the Subsidiaries, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any similar public improvement or condemnation proceeding;

minus , in each case (i) any fees, commissions and expenses (including the costs of adjustment and condemnation proceedings) and other costs paid or incurred by the Borrower or any Subsidiary in connection therewith, (ii) the amount of income taxes reasonably estimated to be payable as a result of any gain recognized in connection with the receipt of such payment or proceeds and (iii) the amount of any Indebtedness (or Attributable Debt), other than the Senior Obligations, together with premium or penalty, if any, and interest thereon (or comparable obligations in respect of Attributable Debt), that is secured by a Lien on (or if Attributable Debt, the lease of) the properties or assets in question and that has priority over both the Senior Lien and the Second Priority Lien, that is required to be repaid as a result of the receipt by the Borrower or a Subsidiary of such payments or proceeds; provided , however , that no such proceeds shall constitute Casualty/Condemnation Proceeds to the extent that such proceeds are (A) reinvested in other like fixed or capital assets within 270 days of the Casualty/Condemnation that gave rise to such proceeds or (B) committed to be reinvested in other like fixed or capital assets within 270 days of such Casualty/Condemnation, with diligent pursuit of such reinvestment, and reinvested in such assets within 365 days of such Casualty/ Condemnation.

“ Citibank ” means Citibank, N.A.

“ Collateral ” means the Senior Collateral and the Second Priority Collateral.

“ Collateral Documents ” means the Senior Collateral Documents and the Second Priority Collateral Documents.

“ Collateral Trust and Intercreditor Agreement ” means the Amended and Restated Collateral Trust and Intercreditor Agreement, dated as of June 27, 2001, as amended and restated as of May 28, 2003, as further amended and restated as of June 5, 2009 (as amended, supplemented or otherwise modified from time to time), among Rite Aid, the Subsidiary Guarantors, the Second Priority Collateral Trustee, the Senior Collateral Agent and each other Representative.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Debt Facility ” means any Senior Facility and any Second Priority Debt Facility, or any combination thereof (as the context requires).

“ Default Rate ” means a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) equal to the sum of (a) the rate of interest publicly announced by Citibank in New York, New York, from time to time as its “base rate” plus (b) 2.00%.

“ Domestic Subsidiary ” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ Effective Date ” means June 27, 2001.

“ Effective Date Indentures ” mean, collectively, (a) the Indenture dated as of December 21, 1998, between Rite Aid and Harris Trust and Savings Bank, as trustee and (b) the Indenture dated as of August 1, 1993, between Rite Aid and Morgan Guaranty Trust Company of New York, as trustee.

“ First Restatement Effective Date ” means November 8, 2006.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to

purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indentures ” mean, collectively, the Effective Date Indentures and the Restatement Date Indentures.

“ Instructing Group ” means, (a) until the Senior Loan Obligation Payment Date, the Required Lenders and, (b) thereafter, (i) until the Senior Obligation Payment Date, the Additional Senior Instructing Group and (ii) thereafter, the Second Priority Instructing Group.

“ Intercompany Inventory Purchase Agreement ” means the Intercompany Inventory Purchase Agreement dated as of June 12, 2000 (as amended), among the Borrower, Rite Aid Hdqtrs. Corp., the Distribution Subsidiaries named therein and the Operating Subsidiaries named therein.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of

securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Major Additional Senior Representative ” means the Senior Representative in respect of the Additional Senior Debt Facility under which the largest outstanding principal amount of Additional Senior Debt Obligations are then outstanding.

“ Majority Senior Loan Parties ” means the Required Lenders (as defined in the Senior Credit Agreement), or with respect to any waiver, amendment or request, Senior Lenders having such amount of unused Commitments, Revolving Exposures, Other Revolving Exposures and outstanding Term Loans as may be required under the Senior Credit Agreement to approve the same.

“ Majority Senior Parties ” means (a) prior to the Senior Loan Obligation Payment Date, the Majority Senior Loan Parties and (b) thereafter, with respect to any waiver, amendment or request, Additional Senior Debt Parties under the Additional Senior Debt Facility in respect of which the Major Additional Senior Representative acts as Representative having such amount of Indebtedness and other credit exposure as may be required under such Additional Senior Debt Facility to approve the same.

“ Moody’s ” means Moody’s Investors Service, Inc., or any successor to its business of rating debt securities.

“ Net Cash Proceeds ” means:

(a) with respect to any Asset Sale, an amount equal to the cash proceeds received by the Borrower or any of the Subsidiaries from or in respect of such Asset Sale (including, when received, any cash proceeds received in respect of any noncash proceeds of any Asset Sale), less the sum of

(i) reasonable costs and expenses paid or incurred in connection with such transaction, including, without limitation, any underwriting brokerage or other customary selling commissions and reasonable legal, advisory and other fees and expenses (including title and recording expenses, associated therewith), payments of unassumed liabilities relating to the assets sold and any severance and termination costs;

(ii) the amount of any Indebtedness (or Attributable Debt), together with premium or penalty, if any, and accrued interest thereon (or comparable obligations in respect of Attributable Debt) secured by a Lien on (or if Attributable Debt, the lease of) any asset disposed of in such Asset Sale and discharged from the proceeds thereof, but only to the extent such Lien has priority over the Senior Lien and the Second Priority Lien;

(iii) any taxes actually paid or to be payable by such Person (as estimated by a senior financial or accounting officer of the Borrower, giving effect to the overall tax position of the Borrower) in respect of such Asset Sale; and

(iv) the portion of such cash proceeds which the Borrower determines in good faith and reasonably should be reserved for post-closing adjustments, including, without limitation, indemnification payments and purchase price adjustments, provided, that on the date that all such post-closing adjustments have been determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by the Borrower or any of the Subsidiary Loan Parties shall constitute Net Cash Proceeds on such date;

(b) with respect to the proceeds received by the Borrower or a Subsidiary from or in respect of an issuance in the public or private capital markets of long-term debt securities, of equity securities or of equity-linked ( e.g. , trust preferred) securities, an amount equal to the cash proceeds received by the Borrower or any of the Subsidiaries from or in respect of such issuance, less any reasonable transaction costs, including investment banking and underwriting fees, discounts and commissions and any other expenses (including legal fees and expenses) reasonably incurred by such Person in respect of such issuance;

(c) with respect to any Securitization, an amount equal to the cash proceeds received by the Borrower or any of the Subsidiary from or in respect of such Securitization, less any reasonable transaction costs, including investment banking and underwriting fees, discounts and commissions and any other expenses (including legal fees and expenses) reasonably incurred by such Person in respect of such Securitization; and

(d) with respect to a Casualty/Condemnation, the amount of Casualty/Condemnation Proceeds.

“ Obligors ” means Rite Aid, the Subsidiary Guarantors, the Subsidiary Loan Parties and any other Person who is liable for any of the Secured Obligations.

“ Original Restatement Effective Date ” means September 30, 2005.

“ Permitted Disposition ” means any of the following, other than sales of Securitization Assets in a Securitization:

(a) dispositions of inventory at retail, cash, cash equivalents and other cash management investments and obsolete, unused, uneconomic or unnecessary equipment or inventory, in each case in the ordinary course of business;

(b) a disposition to a Subsidiary Loan Party, provided that if the property subject to such disposition constitutes Collateral immediately before giving effect to such disposition, such property continues to constitute Collateral subject to the Senior Lien and the Second Priority Lien;

(c) a sale or discount, in each case without recourse and in the ordinary course of business, of overdue Accounts (as defined in the Senior Credit Agreement) arising in the ordinary course of business, but only to the extent such Accounts are no longer Eligible Accounts Receivable (as defined in the Senior Credit Agreement) and such sale or discount is in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale);

(d) Basket Asset Sales; and

(e) sales of Accounts Receivable (as defined in the Senior Subsidiary Security Agreement) relating to worker’s compensation claims to collection agencies pursuant to the Borrower’s customary cash management procedures.

“ Permitted Investments ” means any investment by any Person in (a) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, (b) commercial paper rated at least A-1 by S&P and P-1 by Moody’s, (c) time deposits with, including certificates of deposit issued by, any office located in the United States of any bank or trust company which is organized or licensed under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $500,000,000, (d) repurchase agreements with respect to securities described in clause (a) above entered into with an office of a bank or trust company meeting the criteria specified in clause (c) above, provided in each case that such investment matures within one year from the date of acquisition thereof by such Person or (e) money market mutual funds at least 80% the assets of which are held in investments referred to in clauses (a) through (d) above (except that the maturities of certain investments held by any such money market funds may exceed one year so long as the dollar-weighted average life of the investments of such money market mutual fund is less than one year).

“ Reduction ” means, when applied to any Debt Facility, (a) the permanent repayment of outstanding loans (or obligations in respect of Attributable Debt) under

such Debt Facility, (b) the permanent reduction of outstanding lending commitments under such Debt Facility or (c) the permanent cash collateralization of outstanding letters of credit under such facility (together with the termination of any lending commitments utilized by such letters of credit).

“ Refinance ” means, with respect to any issuance of Indebtedness, to replace, renew, extend, refinance, repay, refund, repurchase, redeem, defease or retire, or to issue Indebtedness in exchange or as a replacement therefor, including any successive Refinancing. “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

“ Registered Equivalent Notes ” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same Guarantees) issued in a dollar for dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“ Representatives ” means the Senior Representatives and the Second Priority Representatives.

“ Restatement Date Indentures ” mean, collectively, (a) the 2017 7.5% Note Indenture, (b) the 8.125% Note Indenture, (c) the 8.625% Note Indenture and (d) the 9.25% Note Indenture.

“ Rite Aid ” means Rite Aid Corporation, a Delaware corporation, and its successors.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to its business of rating debt securities.

“ Sale and Leaseback Transaction ” means any arrangement whereby the Borrower or a Subsidiary shall sell or transfer any office building (including its headquarters), distribution center, manufacturing plant, warehouse, Store, equipment or other property, real or personal, now or hereafter owned by the Borrower or a Subsidiary with the intention that the Borrower or any Subsidiary rent or lease the property sold or transferred (or other property of the buyer or transferee substantially similar thereto).

“ SEC ” means the United States Securities and Exchange Commission and any successor agency thereto.

“ Second Priority Collateral ” means all the “Second Priority Collateral” as defined in any Second Priority Collateral Document.

“ Second Priority Collateral Documents ” means the Second Priority Subsidiary Security Agreement, the Second Priority Subsidiary Guarantee Agreement, the Second Priority Indemnity, Subrogation and Contribution Agreement, the Collateral Trust and Intercreditor Agreement and each of the security agreements and other instruments and documents executed and delivered by any Subsidiary Guarantor pursuant to any of the

foregoing for purposes of providing collateral security or credit support for any Second Priority Debt Obligation or obligation under the Second Priority Subsidiary Guarantee Agreement.

“ Second Priority Collateral Trustee ” means Wilmington Trust Company, in its capacity as collateral trustee under the Collateral Trust and Intercreditor Agreement and the Second Priority Collateral Documents, and its successors.

“ Second Priority Debt ” means any Indebtedness (including the 2017 7.5% Notes and the 2016 10.375% Notes) incurred by Rite Aid and Guaranteed by the Subsidiary Guarantors on or after the Effective Date pursuant to the Second Priority Subsidiary Guarantee Agreement (i) which is secured by the Second Priority Collateral on a pari passu basis (but without regard to control of remedies) (other than as provided by the terms of the applicable Second Priority Debt Documents) with the other Second Priority Debt Obligations and (ii) if issued on or after the 2009 Restatement Effective Date, matures after the date that is 90 days after the Latest Maturity Date in effect on the date of issuance of such Indebtedness; provided , however , that (A) such Indebtedness is permitted to be incurred, secured and Guaranteed on such basis by each Senior Debt Document and each Second Priority Debt Document and (B) the Representative for the holders of such Second Priority Debt shall have become party to the Collateral Trust and Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.12 thereof. Second Priority Debt shall include any Registered Equivalent Notes issued in exchange thereof.

“ Second Priority Debt Documents ” means, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures and other operative agreements or instruments evidencing or governing such Indebtedness, including the Second Priority Collateral Documents.

“ Second Priority Debt Facility ” means the indenture or other governing agreement or instrument with respect to any class or series of Second Priority Debt.

“ Second Priority Debt Obligations ” means, with respect to any series, issue or class of Second Priority Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Proceeding, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Second Priority Debt, (b) all other amounts payable to the related Second Priority Debt Parties under the related Second Priority Debt Documents and (c) any renewals or extensions of the foregoing.

“ Second Priority Debt Parties ” means, with respect to any series, issue or class of Second Priority Debt, the holders of such Indebtedness, any trustee or agent therefor under any related Second Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by Rite Aid or any Obligor under any related Second Priority Debt Documents, but shall not include the Loan Parties or any Controlled Affiliates thereof (unless such Loan Party or Controlled Affiliate is a holder of such

Indebtedness, a trustee or agent therefor or beneficiary of such an indemnification obligation named as such in a Second Priority Debt Document).

“ Second Priority Indemnity, Subrogation and Contribution Agreement ” means the Amended and Restated Second Priority Indemnity, Subrogation and Contribution Agreement, dated as of June 27, 2001, as amended and restated as of May 28, 2003, among Rite Aid, the Subsidiary Guarantors and the Second Priority Collateral Trustee.

“ 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, administrative agent, security agent or similar agent under such Second Priority Debt Facility, as the case may be, and each of their successors in such capacities.

“ Second Priority Subsidiary Guarantee Agreement ” means the Amended and Restated 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 the Original Restatement Effective Date) in favor of the Second Priority Collateral Trustee for the benefit of the Second Priority Debt Parties.

“ Second Priority Subsidiary Security Agreement ” means the Amended and Restated 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 the Original Restatement Effective Date) in favor of the Second Priority Collateral Trustee for the benefit of the Second Priority Debt Parties.

“ Second Restatement Effective Date ” means June 4, 2007.

“ Secured Obligations ” means the Senior Obligations and the Second Priority Debt Obligations.

“ Secured Parties ” means the Senior Secured Parties and the Second Priority Debt Parties.

“ Senior Collateral ” means all the “Senior Collateral” or “Collateral” as defined in any Senior Collateral Document.

“ Senior Collateral Agent ” means Citicorp North America, Inc., in its capacity as senior collateral agent for the Senior Secured Parties under the Senior Collateral Documents, and any successor thereof or replacement senior collateral agent appointed in accordance with the terms of the Senior Subsidiary Security Agreement, the Collateral Trust and Intercreditor Agreement and the Senior Lien Intercreditor Agreement.

“ Senior Collateral Disposition ” means (a) any sale, transfer or other disposition of Senior Collateral (including any property or assets that would constitute Senior Collateral but for the release of the Senior Lien with respect thereto in connection with such sale, transfer or other disposition), other than a Permitted Disposition or (b) a Casualty/Condemnation with respect to Senior Collateral.

“ Senior Collateral Documents ” means the Senior Subsidiary Security Agreement, the Senior Subsidiary Guarantee Agreement, the Senior Indemnity, Subrogation and Contribution Agreement, the Collateral Trust and Intercreditor Agreement, the Senior Lien Intercreditor Agreement (upon and after the initial execution and delivery thereof by the initial parties thereto) and each of the 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 Agreement or any Additional Senior Debt Facility for purposes of providing collateral security or credit support for any Senior Obligation or obligation under the Senior Subsidiary Guarantee Agreement.

“ Senior Credit Agreement ” means the Amended and Restated Senior Credit Agreement, dated as of June 27, 2001, as amended and restated as of July 9, 2008, as further amended and restated as of June 5, 2009, and as may be further amended, restated or otherwise modified from time to time, among Rite Aid, the Senior Lenders, the Tranche 2 Lenders, Citicorp North America, Inc., as administrative agent and as Senior Collateral Agent and Bank of America, N.A., as syndication agent for the Senior Lenders and the Tranche 2 Lenders and the other parties thereto.

“ Senior Debt Documents ” means (a) the Senior Loan Documents and (b) any Additional Senior Debt Documents.

“ Senior Facilities ” means the Senior Credit Agreement and any Additional Senior Debt Facilities.

“ Senior Hedging Agreement ” means any Hedging Agreement entered into with Rite Aid or any Subsidiary, if the applicable counterparty was a Senior Lender or an Affiliate thereof (a) on the Original Restatement Effective Date, in the case of any Hedging Agreement entered into prior to the Original Restatement Effective Date or (b) at the time the Hedging Agreement was entered into, in the case of any Hedging Agreement entered into on or after the Original Restatement Effective Date.

“ Senior Indemnity, Subrogation and Contribution Agreement ” means the Amended and Restated Senior Indemnity, Subrogation and Contribution Agreement, dated as of June 27, 2001, as amended and restated as of May 28, 2003, among Rite Aid,

the Subsidiary Guarantors (including Subsidiary Guarantors becoming party thereto after the Original Restatement Effective Date) and the Senior Collateral Agent.

“ Senior Lender ” means a “Lender” as defined in the Senior Credit Agreement.

“ Senior Lien ” means the Liens on the Senior Collateral in favor of the Senior Secured Parties under the Senior Collateral Documents.

“ Senior Loan Documents ” means the Senior Credit Agreement, any promissory notes issued to any Senior Lender pursuant to the Senior Credit Agreement, each Senior Hedging Agreement, each Refinancing Amendment, each Loan Modification Agreement and the Senior Collateral Documents.

“ Senior Loan Obligation Payment Date ” means the date on which (a) the Senior Loan Obligations have been paid in full, (b) all lending commitments under the Senior Credit Agreement have been terminated and (c) there are no outstanding letters of credit issued under the Senior Credit Agreement other than such as have been fully cash collateralized under documents and arrangements satisfactory to the issuer of such letters of credit.

“ Senior Loan Obligations ” means (a) the principal of each loan made under the Senior Credit Agreement, (b) all reimbursement and cash collateralization obligations in respect of letters of credit issued under the Senior Credit Agreement, (c) all monetary obligations of the Borrower or any Subsidiary under each Senior Hedging Agreement entered into (i) prior to the Original Restatement Effective Date with any counterparty that was a Senior Lender (or an Affiliate thereof) on the Original Restatement Effective Date or (ii) on or after the Original Restatement Effective Date with any counterparty that was a Senior Lender (or an Affiliate thereof) at the time such Senior Hedging Agreement was entered into, (d) all interest on the loans, letter of credit reimbursement, fees and other obligations under the Senior Credit Agreement or such Senior Hedging 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 Borrower, any Subsidiary Loan Party, Holdings or any of its subsidiaries, whether or not allowed or allowable as a claim in such proceeding), (e) all other amounts payable by the Borrower or any Subsidiary under the Senior Loan Documents and (f) all increases, renewals, extensions and Refinancings of the foregoing.

“ Senior Loan Secured Parties ” means each party to the Senior Credit Agreement other than any Loan Party, each counterparty to a Senior Hedging Agreement, the beneficiaries of each indemnification obligation undertaken by Rite Aid or any other Loan Party under any Senior Loan Document, and the successors and permitted assigns of each of the foregoing.

“ Senior Obligation Payment Date ” means the date on which (a) the Senior Obligations have been paid in full, (b) all lending commitments under the Senior Debt Documents have been terminated and (c) there are no outstanding letters of credit issued

under the Senior Debt Documents other than such as have been fully cash collateralized under documents and arrangements satisfactory to the issuer of such letters of credit.

“ Senior Obligations ” means the Senior Loan Obligations and any Additional Senior Debt Obligations.

“ Senior Representative ” means, in respect of a Senior Facility, the trustee, administrative agent, collateral agent, security agent or similar agent under such Senior Facility, as the case may be, and each of their successors in such capacities.

“ Senior Secured Parties ” means the Senior Loan Secured Parties and any Additional Senior Debt Parties.

“ Senior Subsidiary Guarantee Agreement ” means the Amended and Restated Senior Subsidiary Guarantee Agreement, dated as of June 5, 2009, made by the Subsidiary Guarantors (including Subsidiary Guarantors that become parties thereto after the Original Restatement Effective Date) in favor of the Senior Collateral Agent for the benefit of the Senior Secured Parties, as such agreement may be amended, supplemented or otherwise modified from time to time.

“ Senior Subsidiary Security Agreement ” means the Amended and Restated Senior Subsidiary Security Agreement, dated as of June 5, 2009, made by the Subsidiary Guarantors (including Subsidiary Guarantors that become parties thereto after the Original Restatement Effective Date) in favor of the Senior Collateral Agent for the benefit of the Senior Secured Parties, as such agreement may be amended, supplemented or otherwise modified from time to time.

“ Subsidiary ” means any subsidiary of the Borrower.

“ Subsidiary Guarantor ” means each Subsidiary that is party to any Second Priority Collateral Document or Senior Collateral Document.

“ Subsidiary Loan Party ” means each Subsidiary set forth on Schedule 1.01 to the Senior Credit Agreement and any wholly-owned Domestic Subsidiary, including any Securitization Vehicle that is a Domestic Subsidiary, that owns any assets consisting of inventory, accounts receivable, intellectual property, or script lists, subject to the terms of Section 5.11 of the Senior Credit Agreement; provided that no Subsidiary that engages solely in the Borrower’s pharmacy benefits management business shall be deemed a Subsidiary Loan Party.

“ Triggering Event ” shall have the meaning assigned to such term in the Collateral Trust and Intercreditor Agreement.

“ Uniform Commercial Code ” or “ UCC ” means, unless otherwise specified, the Uniform Commercial Code as from time to time in effect in the State of New York.

	RITE AID CORPORATION,
	By
		/s/ Frank Vitrano
		Name: Frank Vitrano
		Title: Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer:

	EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE A HERETO,
	By
		/s/ Marc Strassler
		Name: Marc Strassler
		Title: Senior Vice President & Assistant Secretary

	EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE B HERETO,
	By
		/s/ Marc Strassler
		Name: Marc Strassler
		Title: Authorized Signatory

	CITICORP NORTH AMERICA, INC., as Administrative Agent and Collateral Agent,
	By
		/s/ Thomas M. Halsch
		Name: Thomas M. Halsch
		Title: Vice President

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	42
SECTION 1.03.	Terms Generally	42
SECTION 1.04.	Accounting Terms; GAAP	42
SECTION 1.05.	Terms Defined in Definitions Annex	43

To approve the Amendment and Restatement: Name of Lender ___________________________
by

	Name:
	Title:

SECTION 2.01.	Commitments	43
SECTION 2.02.	Loans and Borrowings	44
SECTION 2.03.	Requests for Borrowings	45
SECTION 2.04.	Swingline Loans	46
SECTION 2.05.	Letters of Credit	47
SECTION 2.06.	Funding of Borrowings	53
SECTION 2.07.	Interest Elections	53
SECTION 2.08.	Termination and Reduction of Commitments	55
SECTION 2.09.	Repayment of Loans; Evidence of Indebtedness	56
SECTION 2.10.	Amortization and Repayment of Term Loans	57
SECTION 2.11.	Prepayment of Loans	58
SECTION 2.12.	Fees	60
SECTION 2.13.	Interest	62
SECTION 2.14.	Alternate Rate of Interest	62
SECTION 2.15.	Increased Costs	63
SECTION 2.16.	Break Funding Payments	64
SECTION 2.17.	Taxes	65
SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	66
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	67
SECTION 2.20.	Adjustments to Borrowing Base Advance Rates	68
SECTION 2.21.	Incremental Loans	69

SECTION 3.01.	Organization; Powers	70
SECTION 3.02.	Authorization; Enforceability	71

SECTION 3.03.	Governmental Approvals; No Conflicts	71
SECTION 3.04.	Financial Condition; No Material Adverse Change	71
SECTION 3.05.	Properties	72
SECTION 3.06.	Litigation and Environmental Matters	72
SECTION 3.07.	Compliance with Laws and Agreements	72
SECTION 3.08.	Investment and Holding Company Status	73
SECTION 3.09.	Taxes	73
SECTION 3.10.	ERISA	73
SECTION 3.11.	Disclosure; Accuracy of Information	73
SECTION 3.12.	Subsidiaries	74
SECTION 3.13.	Insurance	74
SECTION 3.14.	Labor Matters	74
SECTION 3.15.	Solvency	74
SECTION 3.16.	Federal Reserve Regulations	75
SECTION 3.17.	Security Interests	75
SECTION 3.18.	Use of Proceeds	75

SECTION 4.01.	2009 Restatement Effective Date	75
SECTION 4.02.	Each Credit Event	75

SECTION 5.01.	Financial Statements and Other Information	76
SECTION 5.02.	Notices of Material Events	79
SECTION 5.03.	Information Regarding Collateral	80
SECTION 5.04.	Existence; Conduct of Business	80
SECTION 5.05.	Payment of Obligations	80
SECTION 5.06.	Maintenance of Properties	81
SECTION 5.07.	Insurance	81
SECTION 5.08.	Books and Records; Inspection and Audit Rights; Collateral and Borrowing Base Reviews	82
SECTION 5.09.	Compliance with Laws	83
SECTION 5.10.	Use of Proceeds and Letters of Credit	83
SECTION 5.11.	Additional Subsidiaries	85
SECTION 5.12.	Further Assurances	85
SECTION 5.13.	Subsidiaries	85
SECTION 5.14.	Intercompany Transfers	85
SECTION 5.15.	Inventory Purchasing	85
SECTION 5.16.	Cash Management System	86
SECTION 5.17.	Termination of Factoring Transactions	86

SECTION 6.01.	Indebtedness; Certain Equity Securities	87
SECTION 6.02.	Liens	91
SECTION 6.03.	Fundamental Changes	93
SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	93
SECTION 6.05.	Asset Sales	95
SECTION 6.06.	Sale and Leaseback Transactions	96
SECTION 6.07.	Hedging Agreements	96
SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	96
SECTION 6.09.	Transactions with Affiliates	98
SECTION 6.10.	Restrictive Agreements	100
SECTION 6.11.	Amendment of Material Documents	102
SECTION 6.12.	Consolidated Fixed Charge Coverage Ratio	102
SECTION 6.13.	Restrictions on Asset Holdings by the Borrower	103
SECTION 6.14.	Corporate Separateness	103
SECTION 6.15.	Cash Management	103

SECTION 8.01.	The Agents	107
SECTION 8.02.	Additional Rights of Borrowing Base Agent	109

SECTION 9.01.	Notices	110
SECTION 9.02.	Waivers; Amendments	111
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	114
SECTION 9.04.	Successors and Assigns	115
SECTION 9.05.	Survival	119
SECTION 9.06.	Integration; Effectiveness	119
SECTION 9.07.	Severability	119
SECTION 9.08.	Right of Setoff	119
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	120
SECTION 9.10.	WAIVER OF JURY TRIAL	120
SECTION 9.11.	Headings	121
SECTION 9.12.	Confidentiality	121

SECTION 9.13.	Interest Rate Limitation	121
SECTION 9.14.	Collateral Trust and Intercreditor Agreement; Senior Lien Intercreditor Agreement	122
SECTION 9.15.	Cash Sweep	122
SECTION 9.16.	Electronic Communications	123
SECTION 9.17.	USA Patriot Act	124
SECTION 9.18.	[Intentionally Omitted.].	125
SECTION 9.19.	Loan Modification Offers	125

Schedule 1.01	-	Subsidiary Loan Parties
Schedule 3.04	-	Undisclosed Liabilities
Schedule 3.05 (a)	-	Properties
Schedule 3.05(c)	-	Leased Warehouses and Distribution Centers
Schedule 3.06(a)	-	Litigation
Schedule 3.06(b)	-	Environmental Matters
Schedule 3.07	-	Compliance with Laws
Schedule 3.09	-	Taxes
Schedule 3.12	-	Subsidiaries
Schedule 3.13	-	Insurance
Schedule 3.14	-	Labor
Schedule 5.11	-	Subsidiaries
Schedule 6.01(a)(xii)	-	Existing Indebtedness
Schedule 6.01(b)	-	Equity Issuances
Schedule 6.02(xi)	-	Liens
Schedule 6.04	-	Investments
Schedule 6.08(a)	-	Restricted Payments
Schedule 6.09	-	Affiliate Transactions

Exhibit A-1	-	Form of Term Note
Exhibit A-2	-	Form of Revolving Credit Note
Exhibit B	-	Form of Borrowing Base Certificate
Exhibit C	-	Form of Assignment and Acceptance Agreement
Exhibit D	-	Form of Senior Subsidiary Guarantee Agreement
Exhibit E	-	Form of Senior Subsidiary Security Agreement
Exhibit F	-	Form of Senior Indemnity, Subrogation and Contribution Agreement
Exhibit G	-	Form of Second Priority Subsidiary Guarantee Agreement
Exhibit H	-	Form of Second Priority Subsidiary Security Agreement
Exhibit I	-	Form of Second Priority Indemnity, Subrogation and Contribution Agreement
Exhibit J	-	Form of Senior Lien Intercreditor Agreement

RATING:	ABR Spread ( bps)	Eurodollar Spread ( bps)
Category 1 Average Revolver Availability greater than $1,250,000,000	25	125
Category 2 Average Revolver Availability greater than $500,000,000 but less than or equal to $1,250,000,000	50	150
Category 3 Average Revolver Availability less than or equal to $500,000,000	75	175

	Four Fiscal Quarter Period Ending	Ratio
	December 3, 2006 through March 3, 2007	1.00 to 1.00
	March 4, 2007 through June 2, 2007	1.00 to 1.00
	June 3, 2007 through September 1, 2007	1.00 to 1.00

	September 2, 2007 through December 1, 2007	1.00 to 1.00
	December 2, 2007 through March 1, 2008	1.00 to 1.00
	March 2, 2008 through May 31, 2008	1.00 to 1.00
	June 1, 2008 through August 30, 2008	1.00 to 1.00
	August 31, 2008 through February 28, 2010	1.05 to 1.00
	March 1, 2010 through the Latest Maturity Date	1.10 to 1.00

	CITICORP NORTH AMERICA, INC., as Administrative Agent,
	by
		/s/ Brendan MacKay
		Name: Brendan MacKay
		Title: Vice President

To approve the Amendment: Name of Tranche 4 Term Lender, CITIGROUP NORTH AMERICA, INC.		Tranche 4 Term Commitment: $525,000,000
by
	/s/ Brendan MacKay
	Name: Brendan Mackay
	Title: Vice President

Interest :	At the option of the Borrower, (a) Alternate Base Rate plus the Applicable Rate or (b) Adjusted LIBO Rate plus the Applicable Rate. For purposes of calculating interest in respect of any Tranche 4 Term Loan that is an ABR Loan, the Alternate Base Rate will be deemed to be 4.00% per annum on any day when the Alternate Base Rate would otherwise be less than 4.00%. For purposes of calculating interest in respect of any Tranche 4 Term Loan that is a Eurodollar Loan, the LIBO Rate in respect of any applicable Interest Period will be deemed to be 3.00% per annum if the LIBO Rate for such Interest Period calculated pursuant to the Credit Agreement would otherwise be less than 3.00% per annum. The “Applicable Rate” means, on any day, with respect to any ABR Tranche 4 Term Loan, a rate per annum of 5.50% and, with respect to any Eurodollar Tranche 4 Term Loan, a rate per annum of 6.50%.
Tranche 4 Term Maturity Date:	June 10, 2015 (the “ Tranche 4 Term Maturity Date ”).
Amortization and Repayment of Tranche 4 Term Loans:	The Borrower shall repay to the Administrative Agent for the ratable account of the Tranche 4 Term Lenders 0.25% of the initial aggregate principal amount of the Tranche 4 Term Loans on the last Business Day of each March, June, September and December, commencing on June 30, 2010. To the extent not previously paid, all Tranche 4 Term Loans shall be due and payable on the Tranche 4 Term Maturity Date.
Call Protection:	All prepayments of Tranche 4 Term Loans effected on or prior to (a) the first anniversary of the Amendment Effective Date shall be accompanied by a prepayment fee equal to 5.00% of the aggregate principal amount of such prepayment, (b) the second anniversary of the Amendment Effective Date shall be accompanied by a prepayment fee equal to 3.00% of the aggregate

1.	112 Burleigh Avenue Norfolk, LLC
2.	1515 West State Street Boise, Idaho, LLC
3.	1740 Associates, L.L.C.
4.	3581 Carter Hill Road–Montgomery Corp.
5.	4042 Warrensville Center Road – Warrensville Ohio, Inc.
6.	5277 Associates, Inc.
7.	537 Elm Street Corp.
8.	5600 Superior Properties, Inc.
9.	657-659 Broad St. Corp.
10.	764 South Broadway-Geneva, Ohio, LLC
11.	Ann & Government Streets - Mobile, Alabama, LLC
12.	Apex Drug Stores, Inc.
13.	Broadview and Wallings-Broadview Heights Ohio, Inc.
14.	Brooks Pharmacy, Inc.
15.	Central Avenue and Main Street - Petal, MS, LLC
16.	Eagle Managed Care Corp.
17.	Eckerd Corporation
18.	Eckerd Fleet, Inc.
19.	EDC Drug Stores, Inc.
20.	Eighth and Water Streets – Urichsville, Ohio, LLC
21.	England Street-Asheland Corporation
22.	Fairground, L.L.C.
23.	GDF, Inc.

24.	Genovese Drug Stores, Inc.
25.	Gettysburg and Hoover-Dayton, Ohio, LLC
26.	Harco, Inc.
27.	K & B Alabama Corporation
28.	K & B Louisiana Corporation
29.	K & B Mississippi Corporation
30.	K & B Services, Incorporated
31.	K & B Tennessee Corporation
32.	K&B Texas Corporation
33.	K & B, Incorporated
34.	Keystone Centers, Inc.
35.	Lakehurst and Broadway Corporation
36.	Maxi Drug North, Inc.
37.	Maxi Drug South, L.P.
38.	Maxi Drug, Inc.
39.	Maxi Green Inc.
40.	Mayfield & Chillicothe Roads – Chesterland, LLC
41.	MC Woonsocket, Inc.
42.	Munson & Andrews, LLC
43.	Name Rite, L.L.C.
44.	Northline & Dix – Toledo – Southgate, LLC
45.	P.J.C. Distribution, Inc.
46.	P.J.C. Realty Co., Inc.
47.	Patton Drive and Navy Boulevard Property Corporation
48.	Paw Paw Lake Road & Paw Paw Avenue–Coloma, Michigan, LLC

49.	PDS-1 Michigan, Inc.
50.	Perry Distributors, Inc.
51.	Perry Drug Stores, Inc.
52.	PJC Dorchester Realty LLC
53.	PJC East Lyme Realty LLC
54.	PJC Haverhill Realty LLC
55.	PJC Hermitage Realty LLC
56.	PJC Hyde Park Realty LLC
57.	PJC Lease Holdings, Inc.
58.	PJC Manchester Realty LLC
59.	PJC Mansfield Realty LLC
60.	PJC New London Realty LLC
61.	PJC of Cranston, Inc.
62.	PJC of East Providence, Inc.
63.	PJC of Massachusetts, Inc.
64.	PJC of Rhode Island, Inc.
65.	PJC of Vermont Inc.
66.	P.J.C. of West Warwick, Inc.
67.	PJC Peterborough Realty LLC
68.	PJC Providence Realty LLC
69.	PJC Realty MA, Inc.
70.	PJC Realty N.E. LLC
71.	PJC Revere Realty LLC
72.	PJC Special Realty Holdings, Inc.
73.	Ram-Utica, Inc.

74.	RDS Detroit, Inc.
75.	Read's Inc.
76.	Rite Aid Drug Palace, Inc.
77.	Rite Aid Hdqtrs. Corp.
78.	Rite Aid of Alabama, Inc.
79.	Rite Aid of Connecticut, Inc.
80.	Rite Aid of Delaware, Inc.
81.	Rite Aid of Florida, Inc.
82.	Rite Aid of Georgia, Inc.
83.	Rite Aid of Illinois, Inc.
84.	Rite Aid of Indiana, Inc.
85.	Rite Aid of Kentucky, Inc.
86.	Rite Aid of Maine, Inc.
87.	Rite Aid of Maryland, Inc.
88.	Rite Aid of Massachusetts, Inc.
89.	Rite Aid of Michigan, Inc.
90.	Rite Aid of New Hampshire, Inc.
91.	Rite Aid of New Jersey, Inc.
92.	Rite Aid of New York, Inc.
93.	Rite Aid of North Carolina, Inc.
94.	Rite Aid of Ohio, Inc.
95.	Rite Aid of Pennsylvania, Inc.
96.	Rite Aid of South Carolina, Inc.
97.	Rite Aid of Tennessee, Inc.
98.	Rite Aid of Vermont, Inc.

99.	Rite Aid of Virginia, Inc.
100.	Rite Aid of Washington, D.C., Inc.
101.	Rite Aid of West Virginia, Inc.
102.	Rite Aid Realty Corp.
103.	Rite Aid Rome Distribution Center, Inc.
104.	Rite Aid Services, L.L.C.
105.	Rite Aid Transport, Inc.
106.	RX Choice, Inc.
107.	Seven Mile and Evergreen – Detroit, LLC
108.	Silver Springs Road – Baltimore, Maryland/One, LLC
109.	Silver Springs Road – Baltimore, Maryland/Two, LLC
110.	State & Fortification Streets – Jackson, Mississippi, LLC
111.	State Street and Hill Road – Gerard, Ohio, LLC
112.	The Lane Drug Company
113.	Thrift Drug Services, Inc.
114.	Thrift Drug, Inc.
115.	Thrifty Corporation
116.	Thrifty PayLess, Inc.
117.	Tyler and Sanders Roads, Birmingham - Alabama, LLC

	THE SUBSIDIARY GUARANTORS LISTED ON ANNEX 1 HERETO,

	By:	/s/ Marc Strassler
		Name: Marc Strassler
		Title: Senior Vice President & Assistant Secretary

	WILMINGTON TRUST COMPANY, as Second Priority Collateral Trustee,

	By	/s/ James A Hanley
		Name: James A. Hanley
		Title: Vice President

	CITICORP NORTH AMERICA, INC., as Senior Collateral Agent,

	By	/s/ Brendan Mackay
		Name: Brendan Mackay
		Title: Vice President

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the 2017 7.5% Note Indenture,

	By	/s/ D.G. Donovan
		Name: D.G. Donovan
		Title: Vice President

	[NAME OF NEW SUBSIDIARY GUARANTOR],

	By
		Name:
		Title: Authorized Signatory

Acknowledged by:
WILMINGTON TRUST COMPANY, as Second Priority Collateral Trustee,
By
	Name:
	Title:

	[NAME OF NEW REPRESENTATIVE], as [ ] for the holders of [ ],

	By
		Name:
		Title: Authorized Signatory