Exhibit 4.27


 


EXECUTION VERSION


 


FOURTH AMENDMENT, dated as of June 4, 2007
(this “Amendment”), to the Amended and Restated Collateral Trust and
Intercreditor Agreement dated as of June 27, 2001, as amended and restated
as of May 28, 2003, as amended by the First Amendment dated as of September 22,
2004, as amended by the Second Amendment dated as of September 30, 2005
and as amended by the Third Amendment dated as of November 8, 2006 (as
further amended, supplemented or otherwise modified from time to time, the “Collateral
Trust and Intercreditor Agreement”), among RITE AID CORPORATION, a Delaware
corporation (the “Borrower”), each SUBSIDIARY party thereto or which
becomes a party thereto pursuant to Section 8.11 thereof (each such
Subsidiary, individually, a “Subsidiary Guarantor”, and collectively,
the “Subsidiary Guarantors”), WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as collateral trustee for the holders from time to time of
the Second Priority Debt Obligations, CITICORP NORTH AMERICA, INC., a Delaware
corporation, as collateral processing agent for the Senior Secured Parties (in
such capacity, the “Senior Collateral Agent”), BNY MIDWEST TRUST
COMPANY, as trustee under the 8.125% Note Indenture and the 7.5% Note
Indenture, and each other Second Priority Representative which becomes a party
thereto pursuant to Section 8.12 thereof.


 


RECITALS


 


A. 
Reference is made to the Senior Credit Agreement dated as of June 27,
2001, as amended and restated as of November 8, 2006 and as amended and
restated as of June 4, 2007 (as further amended, restated, supplemented or
otherwise modified from time to time, the “Senior Credit Agreement”),
among the Borrower, the lenders party thereto, the Administrative Agent, the
Senior Collateral Agent and Bank of America, N.A., as Syndication Agent.


 


B.  The
Borrower has requested that certain provisions of the Collateral Trust and
Intercreditor Agreement be modified as set forth in this Amendment, and the
Senior Lenders, the Senior Collateral Agent and the Second Priority Instructing
Group are willing to agree to such modifications as provided for in this
Amendment.  The Senior Collateral Agent
and the Second Priority Instructing Group hereby instruct the Second Priority
Collateral Trustee to execute and deliver this Amendment.


 


AGREEMENTS


 


Accordingly, in consideration of the mutual
agreements herein contained and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, and subject to the
conditions set forth herein, the parties hereby agree as follows:


 

















 


SECTION 1.  Defined Terms.  Capitalized terms used and not defined herein
shall have the meanings given to them in the Senior Credit Agreement or the
Collateral Trust and Intercreditor Agreement (including the Definitions Annex
annexed thereto) as amended hereby.


 


SECTION 2.  Amendments. (a)  On the Effective
Date (as defined below), the Definitions Annex referred to in Section 1.02
of the Collateral Trust and Intercreditor Agreement is hereby amended and
restated in the form of the Definitions Annex attached as Exhibit A
to this Amendment.


 


SECTION 3.  Representations and Warranties.  To induce the other parties hereto to enter
into this Amendment, the Borrower represents to each of the Secured Parties,
the Senior Collateral Agent and the Second Priority Instructing Group:


 


(a)  after giving effect to this
Amendment, the representations and warranties set forth in Article III of
the Senior Credit Agreement are true and correct in all material respects on
the date hereof with the same effect as if made on the Effective Date, except
for such representations and warranties that expressly relate to an earlier
date (which representations and warranties were true and correct in all
material respects as of such earlier date).


 


(b)  after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing under
the Senior Credit Agreement; and


 


(c) this Amendment has been duly
executed and delivered by the Borrower and constitutes a legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms.


 


SECTION 4.  Effectiveness.  This Amendment shall become effective as of
the first date (the “Effective Date”) on which the Senior Collateral
Agent (or its counsel) shall have received counterparts hereof that, when taken
together, bear the signatures of the Borrower, the Senior Collateral Agent and
the Second Priority Instructing Group.


 


SECTION 5.  Effect of the Amendment.  (a) Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, amend or otherwise affect the rights and remedies of,
the Secured Parties, the Senior Collateral Agent or the Second Priority
Instructing Group under the Collateral Trust and Intercreditor Agreement or any
other Senior Loan Document or Second Priority Debt Document, and shall not
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Collateral Trust and
Intercreditor Agreement or any other Senior Loan Document or Second Priority
Debt 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 Collateral
Trust and Intercreditor Agreement or any other Senior Loan Document or Second
Priority Debt Document in similar or different circumstances.  This Amendment shall apply to and be
effective only 


 


2

















 


with respect to the matters
expressly referred to herein.  After the
Effective Date, any reference to the Collateral Trust and Intercreditor
Agreement shall mean such Collateral Trust and Intercreditor Agreement, as
modified hereby.


 


SECTION 6.  Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


SECTION 7.  Costs and Expenses.  The Borrower agrees to reimburse the Senior
Collateral Agent for its reasonable out-of-pocket expenses in connection with
this Amendment, including the reasonable fees, charges and disbursements of
counsel for the Senior Collateral Agent.


 


SECTION 8.  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 as effective as
delivery of a manually executed counterpart hereof.


 


SECTION 9.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


3

















 


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


 


 


	
   

  	
  RITE
  AID CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  Robert B. Sari

  
	
   

  	
   

  	
  Name:
  Robert B. Sari

  
	
   

  	
   

  	
  Title: Executive Vice President,

  Secretary and General Counsel

  
					



 


 


	
   

  	
  THE
  SUBSIDIARY GUARANTORS

  LISTED ON PART I OF SCHEDULE A

  HERETO,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  Robert B. Sari

  
	
   

  	
   

  	
  Name:
  Robert B. Sari

  
	
   

  	
   

  	
  Title: Executive Vice President,

  Secretary and General Counsel

  
					



 


 


	
   

  	
  THRIFTY PAYLESS, INC., as a Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  Robert B. Sari

  
	
   

  	
   

  	
  Name:
  Robert B. Sari

  
	
   

  	
   

  	
  Title: Executive Vice President,

  Secretary and General Counsel

  
					



 


 


	
   

  	
  CITICORP
  NORTH AMERICA, INC., as

  Senior Collateral Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  Jeffrey Nitz

  
	
   

  	
   

  	
  Name:
  Jeffrey Nitz

  
	
   

  	
   

  	
  Title:
  Director

  
					



 

















 


	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., as successor to,

  BNY MIDWEST TRUST COMPANY, as

  Trustee under the 8.125% Note Indenture and

  the 7.5% Note Indenture, 

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  D.G. Donovan

  
	
   

  	
   

  	
  Name:
  D.G. Donovan

  
	
   

  	
   

  	
  Title:
  Vice President

  
					



 


 


	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., as Trustee under the 2017

  7.5% Note Indenture,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  D.G. Donovan

  
	
   

  	
   

  	
  Name:
  D.G. Donovan

  
	
   

  	
   

  	
  Title:
  Vice President

  
					



 


 


	
   

  	
  WILMINGTON TRUST COMPANY, as

  Second Priority Collateral Trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  
	
   

  	
   

  	
  /s/
  James J. McGinley

  
	
   

  	
   

  	
  Name:
  James J. McGinley

  
	
   

  	
   

  	
  Title:
  Authorized Signer

  
					



 

















 


SCHEDULE A


to Fourth Amendment to


Collateral Trust and
Intercreditor Agreement


 


Subsidiary Guarantors


 


Part I


 


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.   Central Avenue and Main Street – Petal, MS, LLC


 


15.   Eagle Managed Care Corp.


 


16.   Eighth and Water Streets – Urichsville, Ohio, LLC


 


17.   England Street-Asheland Corporation


 


18.   Fairground, L.L.C.


 


19.   GDF, Inc.


 


20.   Gettysburg and Hoover-Dayton, Ohio, LLC


 


21.   Harco, Inc.


 

















 


22.   K & B Alabama Corporation


 


23.   K & B Louisiana Corporation


 


24.   K & B Mississippi Corporation


 


25.   K & B Services, Incorporated


 


26.   K & B Tennessee Corporation


 


27.   K & B, Incorporated


 


28.   K & B Texas Corporation


 


29.   Keystone Centers, Inc.


 


30.   Lakehurst and Broadway Corporation


 


31.   Mayfield & Chillicothe Roads – Chesterland, LLC


 


32.   Munson & Andrews, LLC


 


33.   Name Rite, L.L.C.


 


34.   Northline & Dix – Toledo – Southgate, LLC


 


35.   Patton Drive and Navy Boulevard Property Corporation


 


36.   Paw Paw Lake Road & Paw Paw Avenue – Coloma, Michigan,
LLC


 


37.   PDS-1 Michigan, Inc.


 


38.   Perry Distributors, Inc.


 


39.   Perry Drug Stores, Inc.


 


40.   Ram-Utica, Inc.


 


41.   RDS Detroit, Inc.


 


42.   Read’s Inc.


 


43.   Rite Aid Drug Palace, Inc.


 

















 


44.   Rite Aid Hdqtrs. Corp.


 


45.   Rite Aid Hdqtrs. Funding, Inc.


 


46.   Rite Aid of Alabama, Inc.


 


47.   Rite Aid of Connecticut, Inc.


 


48.   Rite Aid of Delaware, Inc.


 


49.   Rite Aid of Florida, Inc.


 


50.   Rite Aid of Georgia, Inc.


 


51.   Rite Aid of Illinois, Inc.


 


52.   Rite Aid of Indiana, Inc.


 


53.   Rite Aid of Kentucky, Inc.


 


54.   Rite Aid of Maine, Inc.


 


55.   Rite Aid of Maryland, Inc.


 


56.   Rite Aid of Massachusetts, Inc.


 


57.   Rite Aid of Michigan, Inc.


 


58.   Rite Aid of New Hampshire, Inc.


 


59.   Rite Aid of New Jersey, Inc.


 


60.   Rite Aid of New York, Inc.


 


61.   Rite Aid of North Carolina, Inc.


 


62.   Rite Aid of Ohio, Inc.


 


63.   Rite Aid of Pennsylvania, Inc.


 


64.   Rite Aid of South Carolina, Inc.


 


65.   Rite Aid of Tennessee, Inc.


 

















 


66.   Rite Aid of Vermont, Inc.


 


67.   Rite Aid of Virginia, Inc.


 


68.   Rite Aid of Washington, D.C., Inc.


 


69.   Rite Aid of West Virginia, Inc.


 


70.   Rite Aid Realty Corp.


 


71.   Rite Aid Rome Distribution Center, Inc.


 


72.   Rite Aid Services, L.L.C.


 


73.   Rite Aid Transport, Inc.


 


74.   Rite Fund, Inc.


 


75.   Rite Investments Corp.


 


76.   Rx Choice, Inc.


 


77.   Seven Mile and Evergreen – Detroit, LLC


 


78.   Silver Springs Road – Baltimore, Maryland/One, LLC


 


79.   Silver Springs Road – Baltimore, Maryland/Two, LLC


 


80.   State & Fortification Streets – Jackson, Mississippi, LLC


 


81.   State Street and Hill Road – Gerard, Ohio, LLC


 


82.   The Lane Drug Company


 


83.   Thrifty Corporation


 


84.   Tyler and Sanders Roads, Birmingham – Alabama, LLC


 


Part II


 


1.               Thrifty PayLess, Inc.