ex10-1.htm


    Exhibit
10.1

    



    EXECUTION
COPY

     

     

     

     

    INCREMENTAL
FACILITY AMENDMENT NO. 1 dated as of October 26, 2009 (this “Amendment”),
relating to the Credit Agreement dated as of June 27, 2001, as amended and
restated as of June 5, 2009 (as amended, supplemented or otherwise modified from
time to time, the “Credit
Agreement”), among Rite Aid Corporation, a corporation organized under
the laws of the State of Delaware (the “Borrower”),
the lenders from time to time party thereto (the “Lenders”),
Citicorp North America, Inc., as administrative agent and collateral processing
agent (in such capacities, the “Administrative
Agent”), and the other agents party thereto.

     

    RECITALS

     

    A.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.  The rules of
construction specified in Section 1.03 of the Credit Agreement also apply to
this Amendment.

     

    B.  Pursuant
to Section 2.21 of the Credit Agreement, the Borrower has given the
Administrative Agent notice of its request to incorporate into the Credit
Agreement, pursuant to Incremental Facility Amendments, Incremental
Securitization Refinancing Facilities, including an increase to the existing
Tranche 4 Term Loans in an aggregate principal amount of $125,000,000 and
incremental Revolving Commitments in an aggregate principal amount of
$175,000,000 (such increase in the Revolving Commitments, the “Incremental
Revolving Facility”).

     

    C.  On
the Amendment Effective Date (as defined below), the Borrower intends to incur
additional Term Loans pursuant to Section 2.21 of the Credit Agreement in an
aggregate principal amount of up to $125,000,000 ( the “Tranche
4A Term Loans”) to be made available to the Borrower by the lenders
signatory hereto (the “Tranche
4A Term Lenders”).  The proceeds of the Tranche 4A Term Loans
will be used on the Amendment Effective Date (a) first,
to repay or repurchase Third Party Interests or Indebtedness incurred pursuant
to Section 6.01(a)(xvi)(A) of the Credit Agreement (or to repurchase
Securitization Assets that have been sold, conveyed or otherwise transferred
pursuant to any Securitization) and (b) second,
to pay fees and expenses incurred in connection with the foregoing.

     

    D.  With
respect to the Tranche 4A Term Loans, (x) Citigroup Global Markets Inc. (“CGMI”)
and Banc of America Securities LLC (“BAS”)
will act as joint lead arrangers and (y) CGMI, Wells Fargo Retail Finance, LLC,
BAS and Goldman Sachs Credit Partners L.P. will act as joint bookrunning
managers.

     

    E.  This
Amendment is an Incremental Facility Amendment providing for an Incremental
Securitization Refinancing Facility entered into pursuant to Section 2.21 of the
Credit Agreement.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    AGREEMENTS

     

    In
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Subsidiary Loan Parties, the Tranche 4A Term Lenders and the Administrative
Agent hereby agree as follows:

     

    ARTICLE
I

     

    Amendment

     

    SECTION
1.1.  Amendment
of the Credit Agreement.  Effective as of the Amendment
Effective Date, for all purposes of the Senior Loan Documents, (a) the Tranche
4A Term Loans and the Tranche 4A Term Borrowings shall constitute “Tranche 4
Term Loans” and “Tranche 4 Term Borrowings”, respectively, (b) each Tranche 4A
Term Lender shall become a “Tranche 4 Term Lender” and a “Lender” (if such
Tranche 4A Term Lender is not already a Tranche 4 Term Lender prior to the
effectiveness of this Amendment), (c) the Tranche 4 Term Loans and the Tranche
4A Term Loans shall be a single Class and a single series of Loans for the
purposes of the Senior Loan Documents and (d) any reference in the Senior Loan
Documents to the Tranche 4 Term Loans as a series of “Other Term Loans” or
“Other Term Borrowings” will be deemed to refer as well to the Tranche 4A Term
Loans or Tranche 4A Term Borrowings.  Certain terms of the Tranche 4A
Term Loans are set forth in Exhibit A
attached hereto.

     

    SECTION
1.2.  Tranche
4A Term Commitments.  i)Subject to the terms and conditions set
forth herein, each Tranche 4A Term Lender agrees to make a Tranche 4A Term Loan
to the Borrower on the Amendment Effective Date in a principal amount not
exceeding such Tranche 4A Term Lender’s Tranche 4A Term Commitment (as defined
below).  Notwithstanding anything to the contrary contained herein
(and without affecting any other provision hereof or of the Restated Credit
Agreement), the funded portion of each Tranche 4A Term Loan to be made on the
Amendment Effective Date (i.e., the amount advanced in cash to the Borrower on
the Amendment Effective Date) shall be equal to 103% of the principal amount of
such Tranche 4A Term Loan (it being agreed that the Borrower shall only be
obligated to repay 100.0% of the principal amount of each such Tranche 4A Term
Loan and interest shall only accrue on 100.0% of the principal amount of each
such Tranche 4A Term Loan, in each case as provided hereunder and under the
Credit Agreement).  A Person shall become a Tranche 4A Term Lender and
a Lender under the Credit Agreement executing and delivering to the
Administrative Agent, on or prior to the Amendment Effective Date, a signature
page to this Amendment as a “Tranche 4A Term Lender” setting forth the amount of
Tranche 4A Term Loans that such Person commits to make.  The “Tranche
4A Term Commitment” of any Tranche 4A Term Lender will be the amount of
the commitment set forth in its signature page to this Amendment or such lesser
amount as is allocated to it by Citigroup Global Markets Inc. and notified to it
prior to the Amendment Effective Date.  The commitments of the
Tranche 4A Term Lenders are several and no Tranche 4A Term Lender
shall be responsible for any other Tranche 4A Term Lender’s failure to make
Tranche 4A Term Loans.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    (b)  The
obligation of each Tranche 4A Term Lender to make Tranche 4A Term Loans on the
Amendment Effective Date is subject to the satisfaction of the following
conditions:

     

    (i)
After giving effect to the borrowing of the Tranche 4A Term Loans, the
conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 of
the Credit Agreement shall be satisfied on and as of the Amendment Effective
Date, and the Administrative Agent shall have received a certificate of a
Financial Officer dated the Amendment Effective Date to such
effect.

     

    (ii)
The Collateral and Guarantee Requirement shall have been satisfied.

     

    (iii)
The Administrative Agent shall have received a favorable legal opinion of each
of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
Borrower and (ii) Marc Strassler, General Counsel of the Borrower, in each
case addressed to the Administrative Agent and the Lenders under the Credit
Agreement, including the Tranche 4A Term Lenders, and dated the Amendment
Effective Date, in substantially the forms thereof delivered in connection with
the 2009 Amendment and Restatement Agreement, modified, however, to address the
Tranche 4A Term Loans and this Amendment, and covering such other matters
relating to the Loan Parties, the other Senior Loan Documents, the Senior
Collateral and the transactions contemplated hereby to occur on the Amendment
Effective Date as the Administrative Agent may reasonably request, and otherwise
reasonably satisfactory to the Administrative Agent.  The Borrower
hereby requests such counsel to deliver such opinions.

     

    (iv)
The Administrative Agent shall have received such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to the
good standing of the Borrower and the organization and existence of each Loan
Party, the organizational documents of each Loan Party, the resolutions of each
Loan Party that authorize the transactions contemplated hereby, the incumbency
and authority of the Person or Persons executing and delivering the Amendment
and the other documents contemplated hereby, all in form and substance
reasonably satisfactory to the Administrative Agent.

     

    (v)
The Administrative Agent shall have received a certificate, dated the Amendment
Effective Date and signed by a Financial Officer of the Borrower, certifying
that the representations and warranties set forth in Section 2.1 hereof are true
and correct as of the Amendment Effective Date and, if a Financial Covenant
Effectiveness Period is then occurring, setting forth a reasonably detailed
calculation demonstrating compliance with Section 6.12 of the Credit Agreement
(calculated, after giving effect to the Tranche 4A Term Loans and any Revolving
Loans made pursuant to the Incremental Revolving Facility, on a pro forma basis
to give effect to the substantially simultaneous repayments or repurchases of
Third Party Interests or Indebtedness incurred under Section 6.01(a)(xvi)(A) of
the Credit Agreement (and the related repurchases of Securitization Assets and
cessation of future purchases of Securitization Assets)).

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    (vi)
The Administrative Agent shall have received a borrowing request in a form
acceptable to the Administrative Agent requesting that the Tranche 4A Term
Lenders make the Tranche 4A Term Loans to the Borrower on the Amendment
Effective Date as one or more Eurodollar Borrowings, setting forth the amounts
of such Borrowings and the initial Interest Period or Interest Periods to be
applicable to such Tranche 4A Term Borrowings (each such Interest Period, an
“Initial
Interest Period”, and the percentage of the Tranche 4A Term Loans
constituted by each such Eurodollar Borrowing, such Borrowing’s “Proportionate
Share”).

     

    (vii)
After giving effect to the borrowing of the Tranche 4A Term Loans, the Borrowing
Base Amount on the Amendment Effective Date shall be no less than the sum of
(A) the aggregate principal amount of Loans outstanding on the Amendment
Effective Date (including any Revolving Loans made pursuant to the Incremental
Revolving Facility), (B) the LC Exposure on the Amendment Effective Date
and (C) any Additional Senior Debt outstanding on the Amendment Effective
Date.  The Administrative Agent and the Borrowing Base Agent shall
have received a completed Borrowing Base Certificate dated the Amendment
Effective Date and signed by a Financial Officer.

     

    (viii)
The conditions to effectiveness of this Amendment set forth in Section 1.3
hereof (other than paragraph (b) thereof) shall have been
satisfied.

     

    (ix)
Each Subsidiary Guarantor shall have entered into a Reaffirmation Agreement
pursuant to which such Subsidiary Guarantor reaffirms its obligations under the
Senior Subsidiary Guarantee Agreement and the other Senior Collateral Documents,
in form and substance reasonably satisfactory to the Administrative
Agent.

     

    SECTION
1.3.  Amendment
Effectiveness.  This Amendment shall become effective as of the
first date (the “Amendment
Effective Date”) on which the following conditions have been
satisfied:

     

    (a)  The
Administrative Agent (or its counsel) shall have received duly executed
counterparts hereof that, when taken together, bear the signatures of
(i) the Borrower, (ii) each Subsidiary Loan Party, (iii) each Tranche
4A Term Lender and (iv) the Administrative Agent.  The aggregate
amount of Tranche 4A Term Commitments shall not exceed
$125,000,000.

     

    (b)  The
conditions to the making of the Tranche 4A Term Loans set forth in
Section 1.2(b) hereof (other than clause (viii) thereof) shall have been
satisfied.

     

    (c)  The
Borrower shall have given notice pursuant to Section 2.03 of the Credit
Agreement to continue all existing Tranche 4 Borrowings into new Interest
Periods commencing on the Amendment Effective Date that are the same as the
Initial Interest Periods and that apply to Eurodollar Borrowings with the same
Proportionate Share of the Tranche 4 Borrowings as the Proportionate Share of
the Tranche 4A Term Borrowings with such Interest Periods.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    (d)  The
Borrower shall have obtained (i) the Incremental Revolving Facility and (ii)
Permitted Second Priority Debt in the form of second priority senior secured
notes due 2019 in an aggregate principal amount of not less than
$250,000,000.

     

    (e)  The
Administrative Agent shall have received payment, for the accounts of the
existing Tranche 4 Term Lenders immediately prior to the Amendment Effective
Date, of all accrued and unpaid interest on the Tranche 4 Term Loans up to but
excluding the Amendment Effective Date.

     

    (f)  All
Third Party Interests or Indebtedness incurred pursuant to Section
6.01(a)(xvi)(A) of the Credit Agreement shall have been paid in full and/or all
Securitization Assets that have been sold, conveyed or otherwise transferred
pursuant to any Securitization shall have been repurchased (or arrangements for
such payments and repurchases satisfactory to the Administrative Agent shall be
in effect), and, upon such repayments and/or repurchases, (x) no Third
Party Interests or Indebtedness incurred pursuant to Section 6.01(a)(xvi)(A) of
the Credit Agreement shall remain outstanding, (y) all commitments of the
Borrower and the Subsidiaries to sell, convey or otherwise transfer
Securitization Assets pursuant to any Securitization shall be terminated and
(z) all Securitization Assets that remain outstanding and were previously
sold, conveyed or otherwise transferred pursuant to any Securitization shall
have been repurchased by or otherwise transferred to the Borrower or a
Subsidiary Guarantor, and the Administrative Agent shall have received
reasonably satisfactory evidence of the foregoing.

     

    (g)  To
the extent invoiced at least two days prior to the Amendment Effective Date, the
Administrative Agent shall have received payment or reimbursement of its
reasonable out-of-pocket expenses in connection with this Amendment, including
the reasonable fees, charges and disbursements of counsel for the Administrative
Agent.

     

    (h)  To
the extent invoiced at least two days prior to the Amendment Effective Date, the
Administrative Agent shall have received, for the accounts of the Tranche 4A
Term Lenders, payment of all fees owed to such Tranche 4A Term Lenders by the
Borrower on the Amendment Effective Date in connection with this Amendment and
the transactions contemplated hereby.

     

    The
Administrative Agent shall notify the Borrower, the Tranche 4A Term Lenders and
the other Lenders of the Amendment Effective Date and such notice shall be
conclusive and binding.  Notwithstanding the foregoing, the amendment
effected hereby shall not become effective, and the obligations of the Tranche
4A Term Lenders hereunder to make Tranche 4A Term Loans will automatically
terminate, if each of the conditions set forth or referred to in Section 1.3
hereof has not been satisfied at or prior to 11:59 p.m., New York City
time, on October 30, 2009.

     

    ARTICLE
II

     

    Miscellaneous

     

    SECTION
2.1.  Representations
and Warranties.  ii)To induce the other parties hereto to enter
into this Amendment, the Borrower represents and warrants to each of
the

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    Lenders,
including the Tranche 4A Term Lenders, and the Administrative Agent that, as of
the Amendment Effective Date and after giving effect to the transactions and
amendments to occur on the Amendment Effective Date:

     

    (i)
This Amendment has been duly authorized, executed and delivered by the Borrower
and constitutes, and the Credit Agreement, as amended hereby on the Amendment
Effective Date, will constitute, its legal, valid and binding obligation,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at
law.

     

    (ii)
After giving effect to the Tranche 4A Term Loans and the other transactions to
be consummated on the Amendment Effective Date, the Borrower will be in
compliance with the penultimate sentence of Section 2.21 of the Credit
Agreement.  The Borrower confirms that such provision will, on and
after the Amendment Effective Date, constitute a negative covenant for purposes
of the Credit Agreement.

     

    SECTION
2.2.  Effect
of Amendment.  iii)Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of, the Lenders or the
Agents under the Credit Agreement or any other Senior Loan Document, and shall
not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Senior Loan Document, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.  Nothing herein
shall be deemed to entitle any Loan Party to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Senior Loan Document in similar or different
circumstances.  This Amendment shall apply to and be effective only
with respect to the provisions of the Credit Agreement and the other Senior Loan
Documents specifically referred to herein.

     

    (b)  On
and after the Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import,
and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein”
or words of like import in any other Senior Loan Document, shall be deemed a
reference to the Credit Agreement, as amended hereby.  This Amendment
shall constitute a “Senior Loan Document” for all purposes of the Credit
Agreement and the other Senior Loan Documents.

     

    SECTION
2.3.  Governing
Law.  This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York.

     

    SECTION
2.4.  Costs
and Expenses.  The Borrower agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    SECTION
2.5.  Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument.  Delivery of any executed counterpart
of a signature page of this Amendment by facsimile transmission or other
electronic imaging means shall be effective as delivery of a manually executed
counterpart hereof.

     

    SECTION
2.6.  Headings.  The
headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

                              
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their officers as of the date first above
written.

     

    
      	
              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:   
      Authorized Signatory

            


    

     

     

    
      	
              CITICORP
      NORTH AMERICA, INC., 

              as
      Administrative Agent,

            
	 
	
              by

            
	 
      	
               /s/
      Brendan Mackay

            
	
               

            	
              Name:  Brendan
      Mackay

            
	 
      	
              Title:    Vice
      President

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Tranche
4A Term Lender signature page to

    the
Incremental Facility Amendment No. 1 dated as of

    October   ,
2009 to the Rite Aid Credit Agreement

     

    
      	
              To
      approve the Amendment:

               

              Name
      of Tranche 4A Term Lender,

               

              CITICORP
      NORTH AMERICA, INC.

            	
              Tranche
      4A Term Commitment:

               

              $125,000,000.00

            
	
              by

            	 
      
	 
      	

              /s/
      Brendan Mackay

            	
               

            	 
      
	 
      	
              Name:  Brendan
      Mackay

            	 
      
	 
      	
              Title:  Vice
      President

            	 
      
	 
      	 
      	 
      


    

     

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    EXHIBIT
A

     

     

    TERMS
OF THE TRANCHE 4A TERM LOANS1

     

    
      	
              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 4A 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 4A 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 4A
      Term Loan, a rate per annum of 5.50% and, with respect to any Eurodollar
      Tranche 4A Term Loan, a rate per annum of 6.50%.

            
	
              Tranche 4A Term Maturity
      Date:

            	
              June
      10, 2015 (the “Tranche
      4A Term Maturity Date”).

            
	
              Amortization and Repayment of Tranche
      4A Term Loans:

            	
              The
      Borrower shall repay to the Administrative Agent for the ratable account
      of the Tranche 4A Term Lenders 0.25% of the initial aggregate principal
      amount of the Tranche 4A 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 4A Term Loans shall be due and
      payable on the Tranche 4A Term Maturity Date.

               

            
	
              Call
      Protection:

            	
              All
      prepayments of Tranche 4A Term Loans effected on or prior to (a) June 10,
      2010 shall be accompanied by a prepayment fee equal to 5.00% of the
      aggregate

            


    

     

    

      

    

    
      1 The terms of the Tranche
4A Term Loans set forth in this Exhibit A are identical to the terms of the
Tranche 4 Term Loans set forth in Exhibit
A attached to that certain Refinancing Amendment No. 1, dated as of June
10, 2009, among the Borrower, the Subsidiary Loan Parties party thereto, the
Lenders party thereto and the Administrative
Agent.

    

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      	 
      	
              principal
      amount of such prepayment, (b) June 10, 2011 shall be accompanied by a
      prepayment fee equal to 3.00% of the aggregate principal amount of such
      prepayment and (c) June 10, 2012 shall be accompanied by a prepayment fee
      equal to 1.00% of the aggregate principal amount of such
      prepayment.  Such fee shall be paid by the Borrower to the
      Administrative Agent, for the account of the Tranche 4A Term Lenders, on
      the date of such prepayment.

            


    

     

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    SCHEDULE
A

     

     

    SUBSIDIARY
LOAN PARTIES

     

    
      	
              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

            
	 	 
	
              118.

            	
              Rite
      Aid Payroll Management, Inc.

            
	 	 
	
              119.

            	
              Rite
      Aid Online Store, Inc.

            
	 	 
	
              120.

            	
              Rite
      Fund, Inc.

            
	 	 
	
              121.

            	
              Rite
      Investments Corp.

            
	 	 
	
              122.

            	
              Rite
      Aid Hdqtrs. Funding, Inc.

            
	 	 
	
              123.

            	
              EDC
      Licensing, Inc.

            


    

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      	
              124.

            	
              JCG
      Holdings (USA), Inc.

            
	 	 
	
              125.

            	
              JCG
      (PJC) USA, LLC

            
	 	 
	
              126.

            	
              The
      Jean Coutu Group (PJC) USA, Inc.