ex10-2.htm


    Exhibit
10.2

    


    EXECUTION
COPY

    
      


      
        
          INCREMENTAL
FACILITY AMENDMENT NO. 2 dated as of October 19, 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 additional Revolving
Commitments in an aggregate principal amount of $175,000,000 and an increase to
the existing Tranche 4 Term Loans in an aggregate principal amount of
$125,000,000 (such increase in Tranche 4 Term Loans, the “Incremental Tranche 4A Term
Facility”).

                 

                
                  C.  On
the Amendment Effective Date (as defined below), the Borrower intends to obtain
an increase in the amount of Revolving Commitments pursuant to Section 2.21 of
the Credit Agreement in an aggregate amount of $175,000,000 (the “Revolving Commitment
Increase”) to be made available to the Borrower by the lenders signatory
hereto (the “Revolving
Commitment Increase Lenders”).  The proceeds of Revolving Loans
(if any) made on the Amendment Effective Date pursuant to such Revolving
Commitment Increase will be used on the Amendment Effective Date, in accordance
with the funding procedures set forth in Section 1.2(d) hereof, (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 Revolving Commitment Increase, (x) Citigroup Global Markets Inc.
(“CGMI”) and
Wells Fargo Retail Finance, LLC (“WFRF”) will act as
joint lead arrangers and (y) CGMI, WFRF, Banc of America Securities LLC 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 Revolving Commitment Increase Lenders and the
Administrative Agent hereby agree as follows:

                             

                            
                              ARTICLE
I

                               

                              
                                Amendment

                                 

                                
                                  SECTION
1.1.  Amendment of the Credit
Agreement. i) Effective as of the Amendment Effective Date, for all
purposes of the Senior Loan Documents, the Revolving Commitment Increase of each
Revolving Commitment Increase Lender, and the Loans made by each Revolving
Commitment Increase Lender pursuant to such Revolving Commitment Increase, shall
constitute a “Revolving Commitment” and “Revolving Loans”, respectively, under
the Credit Agreement.

                                   

                                  
                                    (b)  For
the avoidance of doubt, nothing contained herein shall affect (i) the LC
Commitment of any Issuing Bank or (ii) the obligation of the Swingline Lender to
make Swingline Loans pursuant to Section 2.04 of the Credit Agreement, in each
case as in effect immediately prior to the Amendment Effective
Date.

                                     

                                    
                                      SECTION
1.2.  Revolving Commitment
Increase. ii) As of the date hereof, each Revolving Commitment Increase
Lender hereby commits to provide such portion of the Revolving Commitment
Increase set forth in its signature page to this Amendment, subject to the terms
and conditions set forth herein.

                                       

                                      
                                        (b)  Subject
to the terms and conditions set forth herein, on the Amendment Effective Date,
(i) each Lender that has executed and delivered to the Administrative
Agent, on the date hereof, a signature page to this Amendment as a “Revolving
Commitment Increase Lender” shall become or continue to be, as applicable, a
Revolving Lender and a Lender under the Credit Agreement and (ii) the additional
Revolving Commitment of each Revolving Commitment Increase Lender will be the
amount of the commitment set forth with respect to such Revolving Commitment
Increase Lender on Annex I hereto.

                                         

                                        
                                          (c)  On
the Amendment Effective Date, each Revolving Lender immediately prior to the
effectiveness of this Amendment will automatically and without further act be
deemed to have assigned to each Revolving Commitment Increase Lender, and each
such Revolving Commitment Increase Lender will automatically and without further
act be deemed to have assumed, a portion of such Revolving Lender’s
participations under the Credit Agreement in outstanding Letters of Credit and
Swingline Loans such that, after giving effect to each such deemed assignment
and assumption of participations, the percentage of the aggregate outstanding
(i) participations under the Credit Agreement in Letters of Credit and
(ii) participations under the Credit Agreement in Swingline Loans held by
each Revolving Lender (including each such Revolving Commitment Increase Lender)
will equal the

                                          
                                            


                                            
                                              
                                                
                                                   


                                                

                                                
                                                   


                                                  
                                                    

                                                  

                                                

                                                
                                                   


                                                

                                              

                                            

                                            


                                            percentage
of the aggregate Revolving Commitments of all Revolving Lenders represented by
such Revolving Lender’s Revolving Commitment.

                                             

                                            
                                              (d)  If
there are any Revolving Loans outstanding immediately prior to the Amendment
Effective Date, such Loans shall be prepaid by the Borrower on the Amendment
Effective Date, including pursuant to a refinancing of such Revolving Loans
(subject to satisfaction of applicable borrowing conditions under
Section 4.02 of the Credit Agreement) with Revolving Loans made on such
date by the Revolving Lenders (including the Revolving Commitment Increase
Lenders) in accordance with their Applicable Percentages of the Revolving
Commitments.  In order to effect any such refinancing, each Revolving
Lender (including any Revolving Commitment Increase Lender) shall transfer to
the Administrative Agent funds equal to the excess of its Applicable Percentage
(after giving effect to this Amendment) of the aggregate amount of Revolving
Loans to be made on the Amendment Effective Date over the amount, if any, of
such Revolving Lender’s Revolving Loans outstanding immediately prior to the
Amendment Effective Date, and any such outstanding Revolving Loans of such
Revolving Lender will be deemed to have been repaid with the proceeds of an
equivalent principal amount of Revolving Loans deemed made by such Revolving
Lender on the Amendment Effective Date.

                                               

                                              
                                                (e)  The
effectiveness of the Revolving Commitment Increase pursuant to
Section 1.2(b) above, on the Amendment Effective Date, is subject to the
satisfaction of the following conditions:

                                                
                                                  (i)
After giving effect to the Revolving Commitment Increase on the Amendment
Effective Date, 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 Revolving Commitment Increase 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 Revolving Commitment Increase 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 any Revolving Loans made pursuant to
this Amendment and the Incremental Tranche 4A Term 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 from the Borrower (i) one or
more notices pursuant to Section 2.11(f) of the Credit Agreement of the
prepayment on the Amendment Effective Date of all Revolving Loans, if any,
outstanding immediately prior to the Amendment Effective Date, as contemplated
by Section 1.2(d) hereof, and (ii) a Borrowing Request in a form
acceptable to the Administrative Agent requesting Revolving Lenders (including
Revolving Commitment Increase Lenders) to make Revolving Loans on the Amendment
Effective Date in an aggregate amount sufficient to provide (after giving effect
to any anticipated use by the Borrower of other funds) for the prepayment of
outstanding Revolving Loans pursuant to clause (i) above and the
satisfaction of the condition set forth in Section 1.3(e)
hereof.

                                                                 

                                                                
                                                                  (vii)
After giving effect to the borrowing of Revolving Loans referred to in Section
1.2(d)(vi) above and the Incremental Tranche 4A Term Facility, 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, (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.  The commitments referred to in Section 1.2(a)
above shall become effective upon the execution and delivery of this Amendment
on the date hereof.  The remainder of 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
Revolving Commitment Increase Lender and (iv) the Administrative
Agent.  The aggregate amount of Revolving Commitment Increase shall
not exceed $175,000,000.

                                                                                 

                                                                                
                                                                                  (b)  The
conditions to the effectiveness of the Revolving Commitment Increase set forth
in Section 1.2(e) hereof (other than clause (viii) thereof) shall have been
satisfied.

                                                                                   

                                                                                  
                                                                                    (c)  All
Revolving Loans outstanding immediately prior to the Amendment Effective Date
shall have been prepaid, and the Administrative Agent shall have received, for
the accounts of the Revolving Lenders party to the Credit Agreement immediately
prior to the Amendment Effective Date, all accrued and unpaid interest on the
Revolving Loans up to but excluding the Amendment Effective Date.

                                                                                     

                                                                                    
                                                                                      (d)  The
Borrower shall have obtained (i) the Incremental Tranche 4 Term 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
Revolving Commitment Increase Lenders, of an amendment fee in an amount equal to
1.5% of the Revolving Commitment Increase of each Revolving Commitment Increase
Lender.

                                                                                         

                                                                                        
                                                                                          (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 prior to the Amendment Effective Date, the Administrative
Agent and the Borrowing Base Agents shall have received payment or reimbursement
of their reasonable out-of-pocket expenses in connection with this Amendment,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent and the Borrowing Base Agents.

                                                                                               

                                                                                              
                                                                                                (h)  To
the extent invoiced prior to the Amendment Effective Date, the Administrative
Agent shall have received, for the accounts of the Revolving Commitment Increase
Lenders, payment of all fees and other amounts owed to such Revolving Commitment
Increase 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 Revolving Commitment
Increase 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 Revolving Commitment Increase Lenders hereunder to provide
the Revolving Commitment Increase 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.  iii)To induce the other parties hereto to enter
into this Amendment, the Borrower represents and warrants to each of the
Lenders, including the Revolving Commitment Increase 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 Revolving Commitment Increase 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.  iv)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 and Collateral Agent,

                                                                                                                                          
	
                                                                                                                                            by

                                                                                                                                          
	 
      	
                                                                                                                                             /s/
      Thomas M. Halsch

                                                                                                                                          
	 
      	
                                                                                                                                            Name:  Thomas
      M. Halsch

                                                                                                                                          
	 
      	
                                                                                                                                            Title:    
      Vice President

                                                                                                                                          


                                                                                                                                  

                                                                                                                                  


                                                                                                                                  


                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                         


                                                                                                                                      

                                                                                                                                      
                                                                                                                                         


                                                                                                                                        
                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                      
                                                                                                                                         


                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                  


                                                                                                                                  


                                                                                                                                  Revolving
Commitment Increase Lender signature page to

                                                                                                                                  the
Incremental Facility Amendment No. 2 dated as of

                                                                                                                                  October
19, 2009 to the Rite Aid Credit Agreement

                                                                                                                                  


                                                                                                                                  
                                                                                                                                    	
                                                                                                                                            To
      approve the Amendment:

                                                                                                                                             

                                                                                                                                            Name
      of Revolving Commitment Increase Lender

                                                                                                                                             

                                                                                                                                            Citicorp North America,
Inc.

                                                                                                                                          	
                                                                                                                                            Revolving
      Commitment Increase:

                                                                                                                                             

                                                                                                                                            $50,000,000.00

                                                                                                                                          
	 	 
	
                                                                                                                                            by

                                                                                                                                          	 
      
	 
      	 /s/
      Thomas M. Halsch	
                                                                                                                                             

                                                                                                                                          	 
      
	 
      	
                                                                                                                                            Name:
      Thomas M. Halsch

                                                                                                                                          	 
      
	 
      	
                                                                                                                                            Title:   Vice
      President

                                                                                                                                          	 
      


                                                                                                                                  

                                                                                                                                  


                                                                                                                                  
                                                                                                                                    
                                                                                                                                      	
                                                                                                                                              by

                                                                                                                                            	 
      
	 
      	 	
                                                                                                                                              *

                                                                                                                                            	
                                                                                                                                               

                                                                                                                                            
	 
      	
                                                                                                                                              Name:

                                                                                                                                            	 
      
	 
      	
                                                                                                                                              Title:

                                                                                                                                            	 
      


                                                                                                                                    

                                                                                                                                    


                                                                                                                                    
                                                                                                                                      

                                                                                                                                        

                                                                                                                                      

                                                                                                                                      
                                                                                                                                        * For
Lenders requiring a second signature line.

                                                                                                                                      

                                                                                                                                      


                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                             


                                                                                                                                          

                                                                                                                                          
                                                                                                                                             


                                                                                                                                            
                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                          
                                                                                                                                             


                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                      


                                                                                                                                      


                                                                                                                                      Revolving
Commitment Increase Lender signature page to

                                                                                                                                      the
Incremental Facility Amendment No. 2 dated as of

                                                                                                                                      October
19, 2009 to the Rite Aid Credit Agreement

                                                                                                                                      


                                                                                                                                      
                                                                                                                                        	
                                                                                                                                                To
      approve the Amendment:

                                                                                                                                                 

                                                                                                                                                Name
      of Revolving Commitment Increase Lender

                                                                                                                                                 

                                                                                                                                                Wells Fargo Retail Finance,
    LLC

                                                                                                                                              	
                                                                                                                                                Revolving
      Commitment Increase:

                                                                                                                                                 

                                                                                                                                                $50,000,000.00

                                                                                                                                              
	 	 
	
                                                                                                                                                by

                                                                                                                                              	 
      
	 
      	 /s/
      Matthew N. Williams	
                                                                                                                                                 

                                                                                                                                              	 
      
	 
      	
                                                                                                                                                Name:
      Matthew N. Williams

                                                                                                                                              	 
      
	 
      	
                                                                                                                                                Title:   SVP

                                                                                                                                              	 
      


                                                                                                                                      

                                                                                                                                      


                                                                                                                                      
                                                                                                                                        
                                                                                                                                          	
                                                                                                                                                  by

                                                                                                                                                	 
      
	 
      	 	
                                                                                                                                                  *

                                                                                                                                                	
                                                                                                                                                   

                                                                                                                                                
	 
      	
                                                                                                                                                  Name:

                                                                                                                                                	 
      
	 
      	
                                                                                                                                                  Title:

                                                                                                                                                	 
      


                                                                                                                                        

                                                                                                                                        


                                                                                                                                        

                                                                                                                                          

                                                                                                                                        

                                                                                                                                        * For
Lenders requiring a second signature line.

                                                                                                                                        


                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                               


                                                                                                                                            

                                                                                                                                            
                                                                                                                                               


                                                                                                                                              
                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                            
                                                                                                                                               


                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                        


                                                                                                                                        


                                                                                                                                        Revolving
Commitment Increase Lender signature page to

                                                                                                                                        the
Incremental Facility Amendment No. 2 dated as of

                                                                                                                                        October
19, 2009 to the Rite Aid Credit Agreement

                                                                                                                                        


                                                                                                                                        
                                                                                                                                          	
                                                                                                                                                  To
      approve the Amendment:

                                                                                                                                                   

                                                                                                                                                  Name
      of Revolving Commitment Increase Lender

                                                                                                                                                   

                                                                                                                                                  Goldman Sachs Credit Partners
      L.P.

                                                                                                                                                	
                                                                                                                                                  Revolving
      Commitment Increase:

                                                                                                                                                   

                                                                                                                                                  $50,000,000.00

                                                                                                                                                
	 	 
	
                                                                                                                                                  by

                                                                                                                                                	 
      
	 
      	
                                                                                                                                                   /s/
      Alexis Maged

                                                                                                                                                	
                                                                                                                                                   

                                                                                                                                                	 
      
	 
      	
                                                                                                                                                  Name:
      Alexis Maged

                                                                                                                                                	 
      
	 
      	
                                                                                                                                                  Title:   Authorized
      Signatory

                                                                                                                                                	 
      


                                                                                                                                        

                                                                                                                                        


                                                                                                                                        
                                                                                                                                          
                                                                                                                                            	
                                                                                                                                                    by

                                                                                                                                                  	 
      
	 
      	 	
                                                                                                                                                    *

                                                                                                                                                  	
                                                                                                                                                     

                                                                                                                                                  
	 
      	
                                                                                                                                                    Name:

                                                                                                                                                  	 
      
	 
      	
                                                                                                                                                    Title:

                                                                                                                                                  	 
      


                                                                                                                                          

                                                                                                                                          


                                                                                                                                          

                                                                                                                                            

                                                                                                                                          

                                                                                                                                            
                                                                                                                                            * For
Lenders requiring a second signature line.

                                                                                                                                          

                                                                                                                                          


                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                 


                                                                                                                                              

                                                                                                                                              
                                                                                                                                                 


                                                                                                                                                
                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                              
                                                                                                                                                 


                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                          


                                                                                                                                          


                                                                                                                                          Revolving
Commitment Increase Lender signature page to

                                                                                                                                          the
Incremental Facility Amendment No. 2 dated as of

                                                                                                                                          October
19, 2009 to the Rite Aid Credit Agreement

                                                                                                                                          


                                                                                                                                          
                                                                                                                                            	
                                                                                                                                                    To
      approve the Amendment:

                                                                                                                                                    Name
      of Revolving Commitment Increase Lender

                                                                                                                                                     

                                                                                                                                                    BANK
      OF AMERICA, N.A.

                                                                                                                                                  	
                                                                                                                                                    Revolving
      Commitment Increase:

                                                                                                                                                     

                                                                                                                                                    $25,000,000.00

                                                                                                                                                  
	
                                                                                                                                                    by

                                                                                                                                                  	 
      
	 
      	 /s/
      Richard D. Hill, Jr.	
                                                                                                                                                     

                                                                                                                                                  	 
      
	 
      	
                                                                                                                                                    Name:
      Richard D. Hill, Jr.

                                                                                                                                                  	 
      
	 
      	
                                                                                                                                                    Title:   Managing
      Director

                                                                                                                                                  	 
      


                                                                                                                                          

                                                                                                                                          


                                                                                                                                          
                                                                                                                                            
                                                                                                                                              	
                                                                                                                                                      by

                                                                                                                                                    	 
      
	 
      	 	
                                                                                                                                                      *

                                                                                                                                                    	
                                                                                                                                                       

                                                                                                                                                    
	 
      	
                                                                                                                                                      Name:

                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                      Title:

                                                                                                                                                    	 
      


                                                                                                                                            

                                                                                                                                            


                                                                                                                                            
                                                                                                                                              

                                                                                                                                                

                                                                                                                                              

                                                                                                                                              
                                                                                                                                                * For
Lenders requiring a second signature line.

                                                                                                                                              

                                                                                                                                              


                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                     


                                                                                                                                                  

                                                                                                                                                  
                                                                                                                                                     


                                                                                                                                                    
                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                  
                                                                                                                                                     


                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                              
                                                                                                                                                 

                                                                                                                                                Annex
I

                                                                                                                                                


                                                                                                                                                
                                                                                                                                                  REVOLVING COMMITMENT
INCREASES

                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      	
                                                                                                                                                              Revolving Commitment Increase
      Lender

                                                                                                                                                            	
                                                                                                                                                              Amount

                                                                                                                                                            
	 	 
	
                                                                                                                                                              Citicorp
      North America Inc.

                                                                                                                                                            	
                                                                                                                                                              $50,000,000

                                                                                                                                                            
	 	 
	
                                                                                                                                                              Wells
      Fargo Retail Finance, LLC

                                                                                                                                                            	
                                                                                                                                                              $50,000,000

                                                                                                                                                            
	 	 
	
                                                                                                                                                              Goldman
      Sachs Credit Partners, L.P.

                                                                                                                                                            	
                                                                                                                                                              $50,000,000

                                                                                                                                                            
	 	 
	
                                                                                                                                                              Bank
      of America, N.A.

                                                                                                                                                            	
                                                                                                                                                              $25,000,000

                                                                                                                                                            
	 	 
	
                                                                                                                                                              TOTAL

                                                                                                                                                            	
                                                                                                                                                              $175,000,000

                                                                                                                                                            


                                                                                                                                                    

                                                                                                                                                    


                                                                                                                                                    
                                                                                                                                                      


                                                                                                                                                      
                                                                                                                                                        


                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                               


                                                                                                                                                            

                                                                                                                                                            
                                                                                                                                                               


                                                                                                                                                              
                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                            
                                                                                                                                                               


                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                        
                                                                                                                                                           

                                                                                                                                                          SCHEDULE
B

                                                                                                                                                          


                                                                                                                                                          
                                                                                                                                                            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.