ex10-3.htm


    Exhibit
10.3

     

    EXECUTION
COPY

     

    AMENDED
AND RESTATED COLLATERAL TRUST

    AND
INTERCREDITOR AGREEMENT

     

    AMENDED
AND RESTATED COLLATERAL TRUST AND INTERCREDITOR AGREEMENT dated as of June 27,
2001, as amended and restated as of May 28, 2003, as further amended and
restated as of June 5, 2009 (as amended, supplemented or otherwise modified from
time to time, this “Agreement”), among RITE AID
CORPORATION, a Delaware corporation (“Rite Aid”), each Subsidiary
of Rite Aid listed on the signature pages hereto or which becomes a party hereto
pursuant to Section 8.11 hereof (each such Subsidiary, individually, a “Subsidiary Guarantor”, and
collectively, the “Subsidiary
Guarantors”), WILMINGTON TRUST COMPANY, a Delaware banking corporation,
as collateral trustee (in such capacity, the “Second Priority Collateral
Trustee”) for the holders from time to time of the Second Priority Debt
Obligations, CITICORP NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as senior collateral
processing agent for the Senior Secured Parties under the Senior Collateral
Documents (as further defined in the Definitions Annex attached hereto, the
“Senior Collateral
Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee
under the 2017 7.5% Note Indenture, and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as trustee under the 2016 10.375% Note Indenture, and each
other Second Priority Representative and Senior Representative which becomes a
party hereto pursuant to Section 8.12.

     

    Reference
is made to the Senior Debt Documents.  The Subsidiary Guarantors have
entered into the Senior Subsidiary Guarantee Agreement, pursuant to which they
have, jointly and severally, guaranteed the Senior Obligations for the benefit
of each Senior Secured Party.  Each of the Subsidiary Guarantors has
also entered into the Senior Subsidiary Security Agreement and each other Senior
Collateral Document to which it is a party to secure, among other things, the
Senior Obligations, including its obligations under the Senior Subsidiary
Guarantee Agreement, and the Subsidiary Guarantors have pledged collateral to
the Senior Collateral Agent under such agreements.

     

    Reference
is made to the Second Priority Debt Documents.  The Subsidiary
Guarantors have entered into the Second Priority Subsidiary Guarantee Agreement,
pursuant to which they have, jointly and severally, guaranteed the Second
Priority Debt Obligations for the benefit of each Second Priority Debt
Party.  Each of the Subsidiary Guarantors has also entered into the
Second Priority Subsidiary Security Agreement and each other Second Priority
Collateral Document to which it is a party to secure, among other things, the
Second Priority Debt Obligations, including its obligations under the Second
Priority Subsidiary Guarantee Agreement, and the Subsidiary Guarantors have
pledged collateral to the Second Priority Collateral Trustee under such
agreements.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Rite
Aid, the Subsidiary Guarantors and the Second Priority Representatives, on
behalf of the Second Priority Debt Parties, have requested the Second Priority
Collateral Trustee to act as collateral trustee for the Second Priority Debt
Parties hereunder and under the Second Priority Collateral
Documents.  The Second Priority Collateral Trustee is willing to act
as collateral trustee for the Second Priority Debt Parties hereunder and under
the Second Priority Collateral Documents on the terms and subject to the
conditions set forth in this Agreement.

     

    Rite
Aid, the Subsidiary Guarantors and the Senior Representatives, on behalf of the
Senior Secured Parties, have requested the Senior Collateral Agent to act as
collateral agent for the Senior Secured Parties hereunder and under the Senior
Collateral Documents.  The Senior Collateral Agent is willing to act
as collateral agent for the Senior Secured Parties hereunder and under the
Senior Collateral Documents on the terms and subject to the conditions set forth
in this Agreement.

     

    The
Bank of New York Mellon Trust Company, N.A., is executing this Amended and
Restated Collateral Trust and Intercreditor Agreement, in its capacity as
Trustee and Class Debt Representative of each of the 7.5% Senior Secured Notes
due 2017 and 10.375% Senior Secured Notes due 2016 pursuant to its authority
under Section 9.02(b) of each of the 2017 7.5% Note Indenture and 2016 10.375%
Note Indenture, including without limitation, any one or more of Sections
9.02(b)(ii)(2), (5) and (8).  Rite Aid and the Subsidiary Guarantors
represent and warrant to the Bank of New York Mellon Trust Company, N.A. that
the amendments contained herein being made on the date hereof are authorized and
permitted pursuant to one or more
of Sections 9.02(b)(ii)(2), 9.02(b)(ii)(5) and 9.02(b)(ii)(8) of each of the
2017 7.5% Note Indenture and the 2016 10.375% Note
Indenture.

     

    Accordingly,
the parties hereto hereby agree as follows:

     

    ARTICLE
I

     

    Definitions

     

    SECTION
1.01. Incorporation by
Reference.  Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Definitions Annex, which is
hereby incorporated by reference herein with the same effect as set forth in its
entirety herein.

     

    SECTION
1.02. Certain
Definitions.  a)As used in this Agreement, the capitalized
terms defined in the recitals hereto shall have the meanings specified therein,
and the following terms have the meanings specified below:

     

    “Class Debt” is defined in
Section 8.12.

     

    “Class Debt Parties” is
defined in Section 8.12.

     

    “Class Debt Representative” is
defined in Section 8.12.

     

    “Collateral Account” is
defined in Section 3.01.

     

    
      
        
        

      

      
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    “Definitions Annex” means the
Definitions Annex, dated as of June 5, 2009, annexed hereto (as amended,
supplemented or otherwise modified from time to time).

     

    “Distribution Date” means the
date on which any funds are distributed by the Senior Collateral Agent or the
Second Priority Collateral Trustee in accordance with the provisions of Section
4.01.

     

    “Event of Default” means any
“Event of Default” under any Senior Debt Document or any “Event of Default”
under any Second Priority Debt Document.

     

    “Fees” means, with respect to
the Second Priority Collateral Trustee, the Senior Collateral Agent, any other
Senior Representative or any Second Priority Representative, any fees, expenses,
reimbursements or indemnifications payable by Rite Aid or any Subsidiary
Guarantor to such Person in such capacity.

     

    “Reduction Event” means any
Asset Sale or Casualty/Condemnation, in each case solely to the extent a
Reduction would be required in connection therewith.

     

    “Second Priority Class Debt”
is defined in Section 8.12.

     

    “Second Priority Class Debt
Parties” is defined in Section 8.12.

     

    “Second Priority Class Debt
Representative” is defined in Section 8.12.

     

    “Secured Documents” means (a)
each Senior Debt Document and (b) each Second Priority Debt
Document.

     

    “Secured Obligations” means,
without duplication, (a) the Senior Obligations and (b) the Second Priority Debt
Obligations.

     

    “Secured Parties” means (a)
the Senior Secured Parties and (b) the Second Priority Debt
Parties.

     

    “Senior Class Debt” is defined
in Section 8.12.

     

    “Senior Class Debt Parties” is
defined in Section 8.12.

     

    “Senior Class Debt
Representatives” is defined in Section 8.12.

     

    “Triggering Event” means (x)
the occurrence of any Event of Default and, as a result thereof, (A) the
acceleration (including any automatic acceleration in connection with any
Bankruptcy Proceeding) of the principal amount of any Senior Obligations or
Second Priority Debt Obligations under the terms of any Senior Debt Document or
any Second Priority Debt Document or (B) the commencement of the exercise of
remedies in respect of Collateral (it being understood that the exercise by the
Senior Collateral Agent of its cash sweep rights pursuant to Section 9.15
of the Senior Credit Agreement shall not be deemed an exercise of remedies in
respect of Collateral) and (y) in either case, (i) receipt by the Senior
Collateral Agent and the Second Priority Collateral Trustee of written notice
thereof from any Senior Representative (in 

     

    
      
        
        

      

      
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    the
case of any such Event of Default arising under any Senior Debt Document), or
(ii) receipt by the Senior Collateral Agent and the Second Priority Collateral
Trustee of written notice thereof from any Second Priority Representative (in
the case of any such Event of Default arising under any Second Priority Debt
Document).

     

    “Trust Estate” means the
right, title and interest of the Second Priority Debt Parties under the Second
Priority Collateral Documents.

     

    (b)  The
words “hereof”, “herein” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof.  All references herein to Articles or Sections
shall, unless otherwise specified, be deemed to refer to Articles and Sections
of this Agreement.  As used in this Agreement, the singular shall
include the plural as the context requires and the following words and phrases
shall have the following meanings: (a) “including” means “including
but not limited to”; (b) “provisions” means
“provisions, terms, covenants and/or conditions”; (c) “lien” means “lien, charge,
encumbrance, security interest, mortgage, deed of trust or deed to secure debt”;
(d) “obligation” means
“obligation, duty, covenant and/or condition”; and (e) “any of the Mortgaged
Property” means “the Mortgaged Property or any part thereof or interest
therein”.

     

    SECTION
1.03. Amendments to
Definitions Annex.  The parties hereto hereby agree that any
amendment of, supplement to or other modification of any defined terms in the
Definitions Annex annexed hereto shall automatically cause the same defined term
used in any Senior Debt Document and Second Priority Collateral Document to be
similarly so amended, supplemented or otherwise modified, and each Senior Class
Debt Representative and the Second Priority Collateral Trustee is hereby
directed to execute any documents necessary to effectuate such amendments,
supplements or modifications to the applicable Additional Senior Debt Documents
and Second Priority Collateral Documents, as applicable.

     

     

    ARTICLE
II

     

    Declaration
and Acceptance of Trust; Remedies

     

    SECTION
2.01. Declaration and
Acceptance of Trust.  The Second Priority Collateral Trustee
hereby declares, and each of Rite Aid, the Subsidiary Guarantors and the Second
Priority Debt Parties agrees, that the Second Priority Collateral Trustee holds
the Trust Estate as trustee in trust under this Agreement for the benefit of the
Second Priority Debt Parties as provided herein.  By acceptance of the
benefits of this Agreement, each Second Priority Debt Party (whether or not a
signatory hereto) (i) consents to the appointment of the Second Priority
Collateral Trustee as trustee hereunder, (ii) confirms that the Second Priority
Collateral Trustee shall have the authority to act as the exclusive agent of
such Second Priority Debt Party for enforcement of any remedies under or with
respect to any Second Priority Collateral Document and the giving or withholding
of any consent or approval relating to any Collateral or any Subsidiary
Guarantor’s obligations with respect thereto and (iii) agrees that, except as
provided in this Agreement, it shall not take any action to enforce any of such
remedies or give any such consents or approvals.

     

    
      
        
        

      

      
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    SECTION
2.02. Determinations
Relating to Collateral.  If (i) the Second Priority Collateral
Trustee shall receive any written request from Rite Aid or any Subsidiary
Guarantor under any Second Priority Collateral Document for consent or approval
with respect to any matter or thing relating to any Collateral or any Subsidiary
Guarantor’s obligations with respect thereto or (ii) there shall be due to or
from the Second Priority Collateral Trustee under the provisions of any Second
Priority Collateral Document any material performance or the delivery of any
material instrument or (iii) the Second Priority Collateral Trustee shall become
aware of any nonperformance by any Subsidiary Guarantor of any covenant or any
breach of any representation or warranty set forth in any Second Priority
Collateral Document, then, in each such event, the Second Priority Collateral
Trustee shall advise the Class Debt Representatives of the matter or thing as to
which consent has been requested or the performance or instrument required to be
delivered or the nonperformance or breach of which the Second Priority
Collateral Trustee has become aware.  Until the occurrence of the
Senior Obligation Payment Date, the Senior Collateral Agent and the Majority
Senior Parties shall have the exclusive authority to direct the Second Priority
Collateral Trustee’s response to any of the events or circumstances contemplated
in clauses (i), (ii) and (iii) above.

     

    SECTION
2.03. Remedies.  b)Within
five Business Days after the occurrence of a Triggering Event, the Second
Priority Collateral Trustee shall notify each of the Representatives and Rite
Aid in writing that a Triggering Event exists, specifying the nature of such
Triggering Event.

     

    (b)  Until
the Senior Obligation Payment Date, the Senior Collateral Agent and the Majority
Senior Parties shall have the exclusive right to exercise any right or remedy
with respect to the Collateral and shall have the exclusive right to determine
and direct the time, method and place for exercising such right or remedy or
conducting any proceeding with respect thereto.  Following the Senior
Obligation Payment Date, the Second Priority Collateral Trustee and the Second
Priority Instructing Group shall have the exclusive right to exercise any right
or remedy with respect to the Collateral, and the Second Priority Instructing
Group shall have the exclusive right to direct the time, method and place of
exercising or conducting any proceeding for the exercise of any right or remedy
available to the Second Priority Collateral Trustee with respect to the
Collateral, or of exercising any trust or power conferred on the Second Priority
Collateral Trustee, or for the taking of any other action authorized by the
Second Priority Collateral Documents; provided, however, that nothing in this
Section shall impair the right of the Second Priority Collateral Trustee in its
discretion to take any action deemed proper by the Second Priority Collateral
Trustee and which is not inconsistent with the terms hereof or any such
direction by the Second Priority Instructing Group.

     

    (c)  In
the event the Second Priority Collateral Trustee receives written notice from
the Second Priority Instructing Group of any direction given pursuant to
paragraph (b) of this Section, the Second Priority Collateral Trustee will give
prompt written notice thereof to each Second Priority
Representative.  The Senior Collateral Agent will give the Second
Priority Collateral Trustee and each Second Priority Representative prompt
written notice of the occurrence of the Senior Obligation Payment
Date.

     

    SECTION
2.04. Right to Make
Advances.  If an advance of funds shall at any time be required
for the preservation or maintenance of any Collateral, the Senior Collateral


     

    
      
        
        

      

      
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    Agent,
the Second Priority Collateral Trustee or any Secured Party shall be entitled to
make such advance after notice to Rite Aid and the Representatives of its
intention to do so but without notice to any other Secured
Party.  Each such advance shall be reimbursed, with interest accrued
from the date such advance was made at the Default Rate, by Rite Aid upon demand
by the Senior Collateral Agent, the Second Priority Collateral Trustee or such
Secured Party, and if Rite Aid fails to comply with any such demand, out of the
proceeds of any Collateral in accordance with the provisions of Section
4.01(b).  If any Secured Party shall receive any funds which, under
this Section 2.04, belong to the Senior Collateral Agent, the Second Priority
Collateral Trustee or any other Secured Party, such Secured Party shall remit
such funds promptly to the Senior Collateral Agent or the Second Priority
Collateral Trustee for distribution to itself or such other Secured Party, as
the case may be, and before such remittance shall hold such funds in trust for
the Senior Collateral Agent, the Second Priority Collateral Trustee or such
other Secured Party, as the case may be.

     

    SECTION
2.05. Nature of Secured
Parties’ Rights.  All of the Secured Parties shall be bound by
any instruction or direction given by the Instructing Group pursuant to this
Agreement.

     

     

    ARTICLE
III

     

    Collateral
Accounts

     

    SECTION
3.01. Collateral
Accounts.  The Second Priority Collateral Trustee shall
establish and, at all times thereafter until all Second Priority Debt
Obligations have been paid in full, there shall be maintained with the Second
Priority Collateral Trustee a separate collateral trust account (each, a “Collateral Account” and
collectively, the “Collateral
Accounts”) in the name of each of the Second Priority Representatives for
the benefit of the Second Priority Debt Parties for which such Second Priority
Representative is acting.  The Second Priority Collateral Trustee
shall deposit in such Collateral Accounts only such funds as are distributable
to the relevant Second Priority Representative (or Second Priority Debt Parties
for which such Representative acts) in accordance with the provisions of this
Agreement.  All such funds on deposit in the Collateral Accounts shall
be held, applied and disbursed by the Second Priority Collateral Trustee as part
of the Trust Estate in accordance with the terms of this Agreement.

     

    SECTION
3.02. Investment of
Funds.  The Second Priority Collateral Trustee shall invest and
reinvest funds on deposit in the Collateral Accounts at any time in Permitted
Investments as directed in writing by Rite Aid, and the investment earnings
thereon shall, so long as no Event of Default shall have occurred and be
continuing, be paid to Rite Aid monthly; provided, however, that if any party
other than a holder of Second Priority Debt Obligations claims entitlement to
any such investment earnings, the same shall not be released to Rite Aid but
shall continue to be held and reinvested by the Second Priority Collateral
Trustee pending receipt by the Second Priority Collateral Trustee of joint
instructions signed by Rite Aid and such party or a nonappealable court judgment
determining the disposition of such earnings.  Rite Aid shall bear the
risk of loss on any investment made hereunder (except for such losses that


     

    
      
        
        

      

      
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    result
from the gross negligence or wilful misconduct of the Second Priority Collateral
Trustee in failing to follow proper investment instructions given by Rite Aid
pursuant to this Section) and shall, upon demand of the Second Priority
Collateral Trustee to Rite Aid, deliver immediately available funds to the
Second Priority Collateral Trustee in an amount equal to such loss or
losses.

     

     

    ARTICLE
IV

     

    Application
of Certain Amounts

    Mandatory
Prepayments

     

    SECTION
4.01. Application of
Proceeds of Collateral After Triggering Event.  c)If, following
a Triggering Event, any Collateral is sold or otherwise realized upon (whether
pursuant to the exercise of any remedy set forth in any Collateral Document, in
a Bankruptcy Proceeding or otherwise), the proceeds in respect of such
Collateral shall be applied as soon as practicable after receipt as
follows:

     

    FIRST:  to
the Second Priority Collateral Trustee and the Senior Collateral Agent in an
amount equal to the Fees thereof which are unpaid as of the applicable
Distribution Date and to any Senior Secured Party which has theretofore advanced
or paid any such Fees in an amount equal to the amount thereof so advanced or
paid by such Senior Secured Party, pro rata based on the amounts of such Fees
(or such advance or payment);

     

    SECOND:
to the Second Priority Collateral Trustee, the Senior Collateral Agent and any
other Senior Secured Party to reimburse to the Second Priority Collateral
Trustee, the Senior Collateral Agent and such other Senior Secured Party for the
amount of any advance made pursuant to Section 2.04 hereof (with interest
thereon at the Default Rate), pro rata based on the amounts so
advanced;

     

    THIRD:  to
the Senior Collateral Agent, for distribution to the Senior Secured Parties to
be applied to the payment of the Senior Obligations, pro rata based on the
amount of Senior Obligations then due and owing, until the Senior Obligation
Payment Date;

     

    FOURTH:  to
the trustee, administrative agent, security agent or similar agent under each
Second Priority Debt Facility, if any, in an amount equal to the Fees thereof
which are unpaid as of the applicable Distribution Date and to any Second
Priority Debt Party which has theretofore advanced or paid any such Fees in an
amount equal to the amount thereof so advanced or paid, pro rata based on the
amounts of such Fees (or such advance or payment);

     

    FIFTH:  to
the trustee, administrative agent, security agent or similar agent under each
Second Priority Debt Facility and to any Second Priority Debt Party to reimburse
such Second Priority Representative or such Second Priority Debt Party for the
amount of any advance made pursuant to Section 2.04 hereof (with interest
thereon at the Default Rate), pro rata based on the amounts so
advanced;

     

    
      
        
        

      

      
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    SIXTH:  to
the trustee, administrative agent, security agent or similar agent under each
Second Priority Debt Facility for distribution to the Second Priority Debt
Parties to be applied to the payment of the Second Priority Debt Obligations,
pro rata based on the amount of Second Priority Debt Obligations then due and
owing, until all the Second Priority Debt Obligations have been paid in full;
and

     

    SEVENTH:  after
payment in full of all Secured Obligations, to Rite Aid and the Subsidiary
Guarantors or their successors or assigns, as their interests may appear, or to
whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.

     

    (b)  Whenever
pursuant to the foregoing provisions of this Section any proceeds are required
to be distributed to any Second Priority Representative, then the Second
Priority Collateral Trustee or the Senior Collateral Agent, as the case may be,
shall effect such distribution only upon receiving written notification from the
Second Priority Instructing Group as to the identities of the Second Priority
Representatives entitled to receive such distribution and the amounts or
percentages of such distribution to which each such Second Priority
Representative is entitled and, if requested by the Second Priority Collateral
Trustee or the Senior Collateral Agent, the amount of outstanding Second
Priority Debt Obligations then due and owing to Second Priority Debt Parties for
which each such Second Priority Representative is acting on the basis of which
such amounts to be distributed are to be determined.  Each of the
Second Priority Collateral Trustee and the Senior Collateral Agent shall be
fully protected in, and shall not incur or have any liability as a result of,
relying on such written notification received by it.

     

    SECTION
4.02. Payment
Provisions.  For the purposes of applying the provisions of
Section 4.01, all interest, fees and other amounts to be paid on any of the
Secured Obligations pursuant to the terms of any Secured Document shall, as
among the Secured Parties and regardless of whether any such interest, fees or
other amounts are or would be recognized or allowed as a claim in any bankruptcy
or similar proceeding, be treated as due and owing on the Secured
Obligations.

     

    SECTION
4.03. Certain Mandatory
Prepayments of Senior Credit Agreement.  d)In the event that
the Borrower or any of its Subsidiaries shall at any time, or from time to time
(but in the case of any sale or disposition of Collateral, only prior to the
occurrence of a Triggering Event), receive any Net Cash Proceeds of any
Reduction Event, the Borrower shall, in accordance with and to the extent
required by the provisions of the Senior Credit Agreement and, to the extent not
inconsistent with the provisions of the Senior Credit Agreement and the other
Senior Debt Documents, apply an amount equal to such Net Cash Proceeds to
Reductions to the Senior Debt Facilities established under the Senior Credit
Agreement and the other Senior Debt Documents.  So long as no
Triggering Event has occurred and is continuing, Net Cash Proceeds of a
Reduction Event in excess of those applied in accordance with the foregoing
provision of this paragraph shall be applied in accordance with any applicable
provisions of the Senior Debt Documents and Second Priority Debt
Documents.

     

    (b)  In
the event the Borrower or any of its Subsidiaries shall, at any time after the
occurrence of a Triggering Event, receive any Net Cash Proceeds of any Reduction
Event which 

     

    
      
        
        

      

      
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    are
attributable to Collateral, such Net Cash Proceeds shall be subject to and
applied in accordance with the provisions of Section 4.01(a).

     

    (c)  Notwithstanding
the foregoing, any payment made or to be made by any Subsidiary Guarantor in
respect of Second Priority Debt Obligations subsequent to the occurrence of a
Triggering Event other than from the proceeds of Collateral shall be subject to,
and only made in accordance with, the subordination provisions of the Second
Priority Subsidiary Guarantee Agreement.

     

    (d)  For
the avoidance of doubt, Section 4.03(a) does not itself create any Lien nor does
it alter the priorities of Liens which are created by the other Senior Debt
Documents and Second Priority Debt Documents.

     

    SECTION
4.04. Cash Sweep;
Certain Enforcement Proceeds. e)Notwithstanding the
foregoing provisions of this Article IV, at all times during a Cash Sweep Period
prior to the occurrence of a Triggering Event, the funds on deposit in the
Citibank Concentration Account (as such terms are defined in the Senior
Subsidiary Security Agreement as in effect on the 2009 Restatement Effective
Date) may be applied in accordance with the provisions of the Senior Credit
Agreement, as in effect on the 2009 Restatement Effective Date.  After
the occurrence of a Triggering Event, funds on deposit in the Citibank
Concentration Account consisting of proceeds of Collateral shall be applied in
accordance with the provisions of Section 4.01(a).  The Borrower and
the Subsidiary Guarantors will not deposit funds representing Net Cash Proceeds
from Reduction Events in the Citibank Concentration Account or into accounts
that are swept into the Citibank Concentration Account pursuant to the Senior
Loan Documents.

     

    (b)  Notwithstanding
the foregoing, for purposes of this Article IV, any proceeds of enforcement of
the Second Priority Subsidiary Guarantee Agreement against any Subsidiary
Guarantor shall be deemed proceeds of Senior Collateral.

     

     

    ARTICLE
V

     

    Subordination

     

    SECTION
5.01. Perfection and
Priority of Security Interests.  f)Any and all security
interests, assignments, pledges, mortgages, deeds of trust, deeds to secure debt
and other liens, charges or encumbrances now existing or hereafter created or
arising in favor of the Second Priority Collateral Trustee for the benefit of
the Second Priority Debt Parties with respect to the Collateral and securing the
Second Priority Debt Obligations are expressly junior in priority, operation and
effect to any and all security interests, assignments, pledges and other liens,
charges or encumbrances now existing or hereafter created or arising in favor of
the Senior Collateral Agent for the benefit of the Senior Secured Parties with
respect to the Collateral and securing the Senior Obligations, notwithstanding
anything to the contrary contained in any agreement or filing to which the
Second Priority Collateral Trustee or any Second Priority Debt Party may now or
hereafter be a party, and regardless of the time, order or method of attachment,
recording or perfection of any financing statements or other security interests,
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    pledges,
mortgages and other liens, charges or encumbrances or any defect or deficiency
or alleged defect or deficiency in any of the foregoing.

     

    (b)  The
Second Priority Representatives, on behalf of themselves and the other Second
Priority Debt Parties, acknowledge that a portion of the Senior Obligations
represent debt that is revolving in nature and that the amount thereof that may
be outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed, and that the terms of the Senior Obligations may be
modified, extended or amended from time to time, and the aggregate amount of the
Senior Obligations may be increased, replaced or refinanced, without notice to
or consent by the Second Priority Debt Parties and without affecting the
provisions hereof.  The lien priorities provided in this Section 5.01
shall not be altered or otherwise affected by any such amendment, modification,
supplement, extension, repayment, reborrowing, increase, replacement, renewal,
restatement or refinancing of the Senior Obligations or the Second Priority Debt
Obligations, or any portion thereof, nor by any action that the Senior Secured
Parties or the Second Priority Debt Parties may take or fail to take in respect
of the Collateral in accordance with this Agreement.

     

    (c)  For
purposes of perfecting the Second Priority Lien in the Collateral and the
proceeds thereof, the Subsidiary Guarantors and the Senior Collateral Agent
hereby acknowledge that UCC-1 financing statements, patent/trademark/copyright
filings and mortgages or other filings or recordings covering the Collateral,
naming one or more Subsidiary Guarantors as debtor, and the Second Priority
Collateral Trustee, on behalf of the Second Priority Debt Parties, as secured
party, may be filed in appropriate public offices from time to
time.

     

    (i)  Each
of the Second Priority Representatives and each Second Priority Debt Party
agrees that all UCC-1 financing statements, patent/trademark/copyright filings
(except as provided in clause (ii) below) or other filings or recordings filed
or recorded by or on behalf of the Second Priority Debt Parties shall be in form
satisfactory to the Senior Collateral Agent and shall contain the following
notation: “The interest of the Secured Party in the collateral described herein
is junior and subordinate to the interests of Citicorp North America, Inc., and
its successors and assigns, as collateral agent for certain secured parties,
including the lenders from time to time party to that certain Senior Credit
Agreement dated as of June 27, 2001, as amended, refinanced or replaced from
time to time, with Rite Aid Corporation in accordance with the provisions of
that certain Collateral Trust and Intercreditor Agreement dated as of June 27,
2001, among Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation,
Wilmington Trust Company, as Second Priority Collateral Trustee, Citicorp North
America, Inc., as Senior Collateral Agent, certain other parties, as Second
Priority Representatives, and certain other parties, as Senior Representatives,
as amended from time to time.”

     

    (ii)  In
addition, each of the Second Priority Representatives and each Second Priority
Debt Party agrees that all mortgages, deeds of trust, deeds to secure debt and
similar instruments (collectively, “mortgages”), if any,
hereafter filed against real and/or personal property pursuant to any Secured
Document in favor of or for the benefit of the Second Priority Collateral
Trustee and/or the Second Priority Debt Parties shall be in form satisfactory to
the Senior Collateral Agent and shall contain the following provision: “The lien
of this [Mortgage] is junior and subordinate to the lien of any mortgage now or


     

    
      
        
        

      

      
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    hereafter
granted to Citicorp North America, Inc., and its successors and assigns, as
collateral agent for certain secured parties, including the lenders from time to
time party to that certain Senior Credit Agreement dated as of June 27, 2001, as
amended, replaced or refinanced from time to time, with Rite Aid Corporation and
its successors and assigns, in accordance with the provisions of that certain
Collateral Trust and Intercreditor Agreement dated as of June 27, 2001, among
Rite Aid Corporation, certain subsidiaries of Rite Aid Corporation, Wilmington
Trust Company, as Second Priority Collateral Trustee, Citicorp North America,
Inc., as Senior Collateral Agent, certain other parties, as Second Priority
Representatives, and certain other parties, as Senior Representatives, as
amended from time to time.”

     

    (d)  The
Second Priority Representatives, on behalf of themselves and the other Second
Priority Debt Parties, hereby agree:

     

    (i)  to
subordinate the Second Priority Collateral Documents to any lease of any
Mortgaged Properties to the same extent that the Senior Collateral Documents are
or have been subordinated to such lease, but without affecting the relative
priority of the Senior Collateral Documents and the Second Priority Collateral
Documents,

     

    (ii)  to
grant nondisturbance rights with respect to any lease of any Mortgaged
Properties with respect to which the Senior Collateral Agent has granted
nondisturbance on substantially the same terms as granted by the Senior
Collateral Agent.

     

    (iii)  that
if all or any portion of any Mortgaged Property is a leasehold interest, (A)
upon termination of any lease creating such leasehold interest (the “Original Lease”), any right
of the Second Priority Collateral Trustee to request a “new lease” pursuant to the
terms of the Original Lease shall be junior and subordinate to the right of the
Senior Collateral Agent to request such a new lease and the Second Priority
Collateral Trustee shall not exercise any such right without the prior written
consent of the Senior Collateral Agent, (B) the Second Priority Collateral
Trustee shall waive, surrender and give up any right either the Second Priority
Collateral Trustee or the Second Priority Debt Parties may have to redeem the
premises demised by the Original Lease or to continue the Original Lease for its
original term after the lessee thereunder has been dispossessed or ejected
therefrom by process of law or otherwise and (C) the Senior Lien and the Second
Priority Lien shall remain in force or be reinstated with the same relative
priority that existed with respect to the Original Lease, and

     

    (iv)  that
if the holder or grantor of a Second Priority Collateral Document pays or
discharges any Liens prior in right to the Lien created by the Senior Collateral
Documents with funds provided by the Second Priority Collateral Trustee or any
Second Priority Debt Party, neither the Second Priority Collateral Trustee nor
any Second Priority Debt Party shall acquire, by subrogation or otherwise, any
claim superior or equivalent to the Lien of the Senior Collateral Documents so
long as any indebtedness secured by the Senior Collateral Documents remains
outstanding.

     

    Notwithstanding
anything to the contrary in the Senior Mortgages, if any, the Senior Collateral
Agent, the Senior Representatives and the Senior Secured Parties hereby consent
to the 

     

    
      
        
        

      

      
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    assignment
of leases and rents to the Second Priority Collateral Trustee for the Second
Priority Secured Parties that shall be contained in the Second Priority
Mortgages for the purpose of securing and discharging the performance by the
Subsidiary Guarantors party thereto, provided, however, that such assignment
shall be subject to the terms of this Agreement.  The Senior
Collateral Agent, the Senior Representatives and the Senior Secured Parties
agree that the terms of each Senior Mortgage, if any, entered into after the
2009 Restatement Effective Date and the rights and remedies of the parties
thereto shall be subject to this Agreement.  The Second Priority
Collateral Trustee and the Second Priority Debt Parties agree that the terms of
each Second Priority Mortgage, if any, entered into after the 2009 Restatement
Effective Date and the rights and remedies of the parties thereto shall be
subject to this Agreement and subordinated as provided herein.

     

    (e)  The
Second Priority Representatives, on behalf of themselves and the other Second
Priority Debt Parties, acknowledge and agree with the Senior Collateral Agent,
the Senior Representatives and the Senior Secured Parties that the arrangements
described in clauses (a), (b), (c) and (d) above are solely for the purpose of
providing the Second Priority Debt Parties with a perfected second priority Lien
in the Collateral under the Second Priority Collateral Documents and shall in no
way be construed as imposing any duties or other obligations on the Senior
Collateral Agent or Senior Representatives.

     

    In
furtherance of the foregoing, the Second Priority Representatives and the Second
Priority Debt Parties acknowledge and agree with the Senior Secured Parties
that, at all times following a Triggering Event until the Senior Obligation
Payment Date, the Senior Collateral Agent shall have the right to sell, transfer
or otherwise dispose of or deal with, or cause the Subsidiary Guarantors to
sell, transfer or otherwise dispose of or deal with, the Collateral as provided
in the Senior Collateral Documents without regard to the security interest of
the Second Priority Debt Parties therein, or any rights to which the Second
Priority Debt Parties would otherwise be entitled as a result of such security
interest, the only obligation of the Senior Collateral Agent to the Second
Priority Debt Parties in respect thereof being to deliver to the Second Priority
Collateral Trustee or the Second Priority Representatives (unless otherwise
directed in writing by the Second Priority Collateral Trustee or by a court of
competent jurisdiction) any proceeds remaining from such sale, transfer or other
disposition of such Collateral after the Senior Obligation Payment Date or, if
the Senior Collateral Agent shall still be in possession of all or any part of
such Collateral after such payment and satisfaction in full, such Collateral or
such part thereof remaining, without representation or warranty on the part of
the Senior Collateral Agent or the Senior Secured Parties, provided that nothing
contained in this sentence shall be construed to give rise to, nor shall the
Second Priority Collateral Trustee or the Second Priority Debt Parties have, any
claims whatsoever against the Senior Collateral Agent, any Senior Representative
or any Senior Secured Party on account of any act or omission to act in
connection with the exercise of any right or remedy of the Senior Collateral
Agent with respect to the Collateral that is permitted by the Collateral
Documents (other than with respect to any claims that may arise as a result of
the failure of the Senior Collateral Agent, after the Senior Obligation Payment
Date, to deliver any such remaining Collateral or proceeds to the Second
Priority Collateral Trustee or the Second Priority
Representatives).  The Second Priority Representatives, on behalf of
themselves and the other Second Priority Debt Parties, agree that they shall
not, and shall not attempt to, exercise any rights with respect to (A) the
Senior Lien in the Collateral or (B) the Second Priority Lien in the Collateral,
whether pursuant to the Second 

     

    
      
        
        

      

      
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    Priority
Collateral Documents or otherwise, until the Senior Obligation Payment Date;
provided that nothing
in this sentence (or elsewhere in this Agreement) shall preclude (x) exercise of
the rights expressly reserved to the Second Priority Collateral Trustee, the
Second Priority Representatives and the Second Priority Debt Parties in
accordance with the terms of this Agreement or (y) the enforcement of this
Agreement.

     

    (f)  In
any Bankruptcy Proceeding, until the Senior Obligation Payment Date, the Second
Priority Collateral Trustee and the Second Priority Representatives, on behalf
of themselves and the other Second Priority Debt Parties, agree not to take any
action whatsoever (including voting any claim) in respect of or relating to the
Second Priority Debt Obligations, insofar as any such action arises from or
relates to the Second Priority Collateral Documents, the Second Priority Lien or
relates to the Collateral, in any manner that is inconsistent with or adverse to
the rights and priorities of the Senior Secured Parties as set forth
herein.

     

    (g)  In
the event that in any Bankruptcy Proceeding, the Second Priority Debt Parties
shall not have filed a proof of claim in respect of any Second Priority Debt
Obligation by the date ten days prior to the latest date on which such proof of
claim may be filed, the Senior Collateral Agent is hereby authorized but not
obligated, on behalf of any applicable Second Priority Debt Party, to file such
proof of claim; provided that any Second
Priority Debt Parties shall be entitled to amend, vote or otherwise exercise
rights in respect of any such proof of claim so filed by the Senior Collateral
Agent to the same extent as they would be permitted under this Agreement to do
so had such proof of claim been filed by them.

     

    SECTION
5.02. No Interference;
No Right to Instruct Senior Collateral Agent; Payment Over; Reinstatement;
Permitted Actions.  g)The Second Priority Collateral Trustee
and the Second Priority Representatives, on behalf of themselves and the other
Second Priority Debt Parties, agree that:

     

    (i)  they
will not take or cause to be taken any action, the purpose or effect of which is
to make any Second Priority Lien pari passu with, or to
give any Second Priority Debt Party or any Second Priority Representative any
preference or priority relative to, the Senior Lien or the Senior Secured
Parties with respect to the Collateral or any part thereof;

     

    (ii)  they
will not interfere, hinder or delay, in any manner, whether by judicial
proceedings or otherwise, any sale, transfer or other disposition of the
Collateral by the Senior Collateral Agent, the Senior Representatives or any
other Senior Secured Party or any other action taken by or on behalf of the
Senior Collateral Agent, the Senior Representatives or any other Senior Secured
Party permitted to be taken by it pursuant to the Senior Collateral
Documents;

     

    (iii)  they
have no right to (A) direct the Senior Collateral Agent, any Senior
Representative or any other Senior Secured Party to exercise any right, remedy
or power with respect to the Collateral or pursuant to the Senior Collateral
Documents or (B) consent to the exercise by the Senior Collateral Agent, any
Senior Representative or any other Senior Secured Party of any right, remedy or
power with respect to the Collateral or pursuant to the Senior Collateral
Documents;

     

    
      
        
        

      

      
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    (iv)  they
will not institute any suit or assert in any suit, Bankruptcy Proceeding or
other proceeding any claim against the Senior Collateral Agent, any Senior
Representative or any other Senior Secured Party seeking damages from or other
relief by way of specific performance, instructions or otherwise, with respect
to, and none of the Senior Collateral Agent, the Senior Representatives or any
other Senior Secured Party shall be liable for, any action taken or omitted to
be taken by the Senior Collateral Agent, the Senior Representatives or the
Senior Secured Parties with respect to the Collateral or pursuant to the Senior
Collateral Documents;

     

    (v)  until
the Senior Obligation Payment Date, they will not make any judicial or
nonjudicial claim or demand or commence any judicial or non-judicial proceedings
against any Subsidiary Guarantor under or with respect to any Collateral
Document seeking payment or damages from or other relief by way of specific
performance, instructions or otherwise under or with respect to any Collateral
Document (other than filing a proof of claim) or exercise any right, remedy or
power under or with respect to, or otherwise take any action to enforce, other
than filing a proof of claim, any Collateral Document; provided, however, that (A) if there is
a Bankruptcy Proceeding with respect to Rite Aid, the Second Priority Collateral
Trustee or any Second Priority Debt Party may make claims under and seek to
enforce the Second Priority Subsidiary Guarantee Agreement, subject to the
subordination provisions thereof and to the other provisions of this Agreement,
and (B) none of the Second Priority Collateral Trustee, the Second Priority
Representatives or any other Second Priority Debt Party may exercise any right,
remedy or power under or with respect to any other Second Priority Debt
Document, or otherwise take any action to enforce rights or remedies with
respect to any Collateral;

     

    (vi)  until
the Senior Obligation Payment Date, they will not commence judicial or
nonjudicial foreclosure proceedings with respect to, seek to have a trustee,
receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of any Collateral, exercise any right, remedy or power
with respect to, or otherwise take any action to enforce its interest in or
realize upon, the Collateral or pursuant to the Second Priority Collateral
Documents; provided
that nothing in this paragraph (or elsewhere in this Agreement) shall restrict
the right of the Second Priority Collateral Trustee, any Second Priority
Representative or any other Second Priority Debt Party to request “adequate
protection” (within the meaning of Section 361 of the U.S. Bankruptcy Code) for
the interests of the Second Priority Debt Parties in the Second Priority
Collateral in the event of any Bankruptcy Proceeding on a basis that is not
inconsistent with the rights and priorities of the Senior Secured Parties as set
forth herein, in the Senior Loan Documents and in the Second Priority Debt
Documents;

     

    (vii)  they
will not seek, and hereby waive any right, to have the Collateral or any part
thereof marshaled upon any foreclosure or other disposition of the Collateral;
and

     

    (viii)  they
will not attempt, directly or indirectly, whether by judicial proceedings or
otherwise, to challenge the enforceability of any provision of this Agreement or
any Senior Debt Document or the validity, perfection, priority or enforceability
of the Senior Lien.

     

    
      
        
        

      

      
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    (b)  The
Second Priority Representatives, on behalf of themselves and the other Second
Priority Debt Parties, hereby agree that, in the event of a sale, transfer or
other disposition of Collateral following a Triggering Event, any security
interest or lien of the Second Priority Debt Parties in such Collateral (but not
the proceeds thereof to the extent that such proceeds are to be applied to
Second Priority Debt Obligations pursuant to Section 4.01) shall terminate and
be released automatically and without further action if the Senior Lien in such
Collateral is released.  The Second Priority Collateral Trustee will
execute and deliver to the Senior Collateral Agent promptly upon request
therefor all necessary instruments and documents to evidence such termination
and release.

     

    (c)  Except
with respect to proceeds of any sale or other realization on Collateral received
by the Second Priority Representatives pursuant to distributions made by the
Senior Collateral Agent after the occurrence of a Triggering Event under Section
4.01(a), the Second Priority Representatives, on behalf of themselves and the
other Second Priority Debt Parties, hereby agree that if any of them shall
obtain possession of any of the Collateral, or shall realize any payment of
insurance or condemnation proceeds, proceeds of any sale or other disposition,
rents, profits or other income, reserve or compensation of any kind in respect
of the Collateral, in any case before the Senior Obligation Payment Date, then
they shall hold such Collateral or payment in trust for the Senior Secured
Parties and transfer such Collateral or payment, as the case may be, to the
Senior Collateral Agent for application in accordance with the provisions of
Section 4.01.  If, at any time, all or part of any payment with
respect to the Senior Obligations previously made is rescinded for any reason
whatsoever, (i) the Second Priority Collateral Trustee, the Second Priority
Representatives and the Second Priority Debt Parties shall promptly pay over to
the Senior Collateral Agent any payment received by any of them after the
occurrence of a Triggering Event in respect of the Collateral or proceeds
thereof, and shall promptly turn any Collateral then held by any of them over to
the Senior Collateral Agent, in each case to the extent that the Second Priority
Debt Parties would not have been entitled to receive or hold such payment or
Collateral pursuant to the terms of this Agreement had the rescinded payment in
respect of the Senior Obligations never been made in the first instance, and
(ii) the provisions set forth in this Agreement shall be reinstated as if such
rescinded payment had not been made, until the Senior Obligation Payment Date;
provided, however, that the foregoing
shall not require the Second Priority Debt Parties to pay over to the Senior
Collateral Agent any payment received by them or Collateral delivered to them if
such payment or delivery is itself rescinded for any reason (and any such
payment or Collateral theretofore paid over to the Senior Secured Parties
pursuant to the foregoing provisions shall be released and delivered to the
appropriate Person to the extent necessary to effect such
rescission.)

     

    (d)  With
respect to proceeds of any sale or other realization on Collateral to the extent
payable to the Second Priority Representatives for the benefit of the Second
Priority Debt Parties pursuant to Section 4.01(a), the Senior Representatives,
on behalf of themselves and the other applicable Senior Secured Parties, hereby
agree that if any of them shall obtain possession of any of such proceeds before
the time when the Second Priority Debt Obligations have been paid in full, then
they shall hold such proceeds in trust for the holders of the Second Priority
Debt Obligations and transfer such proceeds to the Second Priority Collateral
Trustee.

     

     

    
      
        
        

      

      
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    ARTICLE
VI

     

    Second
Priority Collateral Trustee

     

    SECTION
6.01. Delivery of
Secured Documents.  On the 2009 Restatement Effective Date,
Rite Aid shall deliver to the Second Priority Collateral Trustee a true and
complete copy of each of the Senior Collateral Documents, the Senior Credit
Agreement, any Additional Senior Debt Facility and the Second Priority
Collateral Documents, each as in effect on the 2009 Restatement Effective
Date.  Promptly upon the execution thereof, Rite Aid shall deliver to
the Second Priority Collateral Trustee a true and complete copy of any and all
amendments, modifications or supplements to any Secured Document and of any
Secured Documents entered into after the 2009 Restatement Effective
Date.

     

    SECTION
6.02. Information as to
Holders.  Rite Aid shall deliver to the Second Priority
Collateral Trustee from time to time upon request of the Second Priority
Collateral Trustee a list setting forth, by each Secured Document, (i) the
aggregate principal amount outstanding thereunder, (ii) the interest rate or
rates then in effect thereunder, and (iii) the names of the holders thereof and
the unpaid principal amount thereof owing to each such holder.  Rite
Aid shall furnish or cause to be furnished to the Second Priority Collateral
Trustee within 30 days of a request therefor a list setting forth the name and
address of each party to whom notices must be sent under the Secured Documents,
and Rite Aid agrees to furnish promptly to the Second Priority Collateral
Trustee any changes or additions to such list.

     

    SECTION
6.03. Compensation and
Expenses.  Rite Aid and each Subsidiary Guarantor, jointly and
severally, agrees to pay to the Second Priority Collateral Trustee, from time to
time upon demand, (i) compensation (which shall not be limited by any provision
of law in regard to compensation of a trustee of an express trust) for its
services hereunder and for administering the Trust Estate, as heretofore agreed
between the Second Priority Collateral Trustee and Rite Aid, and (ii) all of the
reasonable fees, costs and expenses of the Second Priority Collateral Trustee
(including the reasonable fees and disbursements of its counsel and such special
counsel and other professionals and consultants as the Second Priority
Collateral Trustee elects to retain) (a) arising in connection with the
preparation, execution, delivery, modification and termination of this
Agreement, or the enforcement of any provisions hereof, or (b) incurred or
required to be advanced in connection with the administration of the Trust
Estate or the preservation, protection or defense of the Second Priority
Collateral Trustee’s rights under this Agreement and in and to the Collateral
and the Trust Estate.  The obligations of Rite Aid under this Section
6.03 shall survive the termination of this Agreement.

     

    SECTION
6.04. Stamp and Other
Similar Taxes.  Rite Aid agrees to indemnify and hold harmless
the Second Priority Collateral Trustee and each Secured Party from any present
or future claim or liability for any mortgage, stamp or other similar tax and
any penalties or interest with respect thereto, which may be assessed, levied or
collected by any jurisdiction in connection with this Agreement and the
Collateral Documents.  The obligations of Rite Aid under this Section
6.04 shall survive the termination of this Agreement.

     

    SECTION
6.05. Filing Fees,
Excise Taxes, etc.  Rite Aid agrees to pay or to reimburse the
Second Priority Collateral Trustee for any and all amounts in respect of all
search, 

     

    
      
        
        

      

      
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    filing,
recording and registration fees, taxes, excise taxes and other similar imposts
which may be payable or determined to be payable in respect of the execution,
delivery, performance and enforcement of this Agreement to the extent the same
may be paid or reimbursed by Rite Aid without subjecting the Second Priority
Collateral Trustee, the Senior Collateral Agent or any Secured Party to any
civil or criminal liability.  The obligations of Rite Aid under this
Section 6.05 shall survive the termination of this Agreement.

     

    SECTION
6.06. Indemnification.  h)Rite
Aid and each of the Subsidiary Guarantors, jointly and severally, agrees to pay,
indemnify, and hold the Second Priority Collateral Trustee harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement and the Collateral Documents;
provided, however, that the Second
Priority Collateral Trustee shall not be indemnified under this clause to the
extent such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction to have resulted from the gross negligence or wilful
misconduct of the Second Priority Collateral Trustee.

     

    (b)  In
any suit, proceeding or action brought by the Second Priority Collateral Trustee
with respect to the Collateral or for any sum owing in respect of Secured
Obligations, or to enforce the provisions of any Collateral Document, each of
the Subsidiary Guarantors, jointly and severally, shall save, indemnify and keep
the Second Priority Collateral Trustee and each of the Secured Parties harmless
from and against all expense, loss or damage suffered by reason of any defense,
set-off, counterclaim, recoupment or reduction of liability whatsoever incurred
or suffered by the Second Priority Collateral Trustee or such Secured Party, as
the case may be, arising out of a breach by any Subsidiary Guarantor of any
obligation set forth in this Agreement, or any other Collateral Document and all
such obligations of each Subsidiary Guarantor shall be and remain enforceable
against and only against such Subsidiary Guarantor and shall not be enforceable
against the Second Priority Collateral Trustee or any Secured
Party.  The provisions of this Section 6.06 shall survive the
termination of this Agreement.

     

    SECTION
6.07. Further
Assurances.  At any time and from time to time, upon the
written request of the Second Priority Collateral Trustee, and at the joint and
several expense of Rite Aid and the Subsidiary Guarantors, Rite Aid and each
Subsidiary Guarantor shall promptly execute and deliver any and all such further
instruments and documents and take such further action as Second Priority
Collateral Trustee reasonably deems necessary or desirable in obtaining the full
benefits of this Agreement.  Without limitation of the foregoing or of
any requirement of any Second Priority Collateral Document, each Subsidiary
Guarantor agrees, from time to time, at its own expense to execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register any and all
such further mortgages, financing statements and continuations thereof, notices
of assignment, transfers, certificates, assurances and other instruments as may
be necessary or desirable, or as the Second Priority Collateral Trustee, and any
Second Priority Representative, or any Second Priority Debt Party through its
administrative agent, may reasonably request from time to time in order (i) to
carry out more effectively the purposes of this Agreement, (ii) to subject to
the liens and security interests created by any of the Second Priority
Collateral Documents in any of the properties, (iii) to perfect and maintain the
validity, effectiveness and priority of any of the Second Priority Collateral
Documents and the 

     

    
      
        
        

      

      
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    liens
and security interests intended to be created thereby, (iv) to better assure,
convey, grant, assign, transfer, preserve, protect and confirm unto the Second
Priority Collateral Trustee the rights granted or now or hereafter intended to
be granted to the Second Priority Collateral Trustee under any Second Priority
Collateral Document or under any other instrument executed in connection with
any Second Priority Collateral Document to which it is or may become a party,
and (v) to enable the Second Priority Collateral Trustee to exercise and enforce
its rights and remedies hereunder and under each Second Priority Collateral
Document with respect to any Second Priority Collateral.

     

    SECTION
6.08. Certain
Duties.  The Second Priority Collateral Trustee’s sole duty
with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with such Collateral in the same manner as it
customarily deals with similar collateral of other parties held by
it.  The Second Priority Collateral Trustee shall promptly deliver to
each of the Second Priority Representatives a copy of each notice, request,
report or other document delivered to it pursuant to the Second Priority
Collateral Documents (unless the Second Priority Collateral Trustee can
reasonably determine that such Second Priority Representative has already
received the same).

     

    SECTION
6.09. Exculpatory
Provisions.  i)The Second Priority Collateral Trustee shall not
be responsible in any manner whatsoever for the correctness of any recitals,
statements, representations or warranties herein contained, all of which are
made solely by the Subsidiary Guarantors.  The Second Priority
Collateral Trustee makes no representations as to the value or condition of the
Trust Estate or any part thereof, or as to the title of the Subsidiary
Guarantors thereto or as to the security afforded by the Collateral Documents or
this Agreement or as to the validity, execution (except its own execution
thereof), enforceability, legality or sufficiency of the Collateral Documents or
this Agreement or of the Secured Obligations, and the Second Priority Collateral
Trustee shall incur no liability or responsibility with respect to any such
matters.  The Second Priority Collateral Trustee shall not be
responsible for insuring the Trust Estate or for the payment of taxes, charges,
assessments or Liens upon the Trust Estate or otherwise as to the maintenance of
the Trust Estate.

     

    (b)  The
Second Priority Collateral Trustee shall not be required to ascertain or inquire
as to the performance by Rite Aid or any other person of any of the covenants or
agreements contained herein, in any Collateral Document or in any Secured
Document.  Whenever it is necessary, or in the opinion of the Second
Priority Collateral Trustee advisable, for the Second Priority Collateral
Trustee to ascertain the amount of Secured Obligations then held by a Secured
Party, the Second Priority Collateral Trustee may rely on a certificate of such
Secured Party as to such amount, and if any Secured Party shall not provide such
information to the Second Priority Collateral Trustee, such Secured Party shall
not be entitled to receive payments hereunder (in which case the amounts
otherwise payable to such Secured Party shall be held in trust for such Secured
Party in the applicable Collateral Account) until such Secured Party has
provided such information to the Second Priority Collateral
Trustee.

     

    (c)  The
Second Priority Collateral Trustee shall not be personally liable for any action
taken or omitted to be taken by it in accordance with this Agreement or any
Collateral Document or any Secured Document, except for such actions or
omissions that constitute gross 

     

    
      
        
        

      

      
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    negligence
or wilful misconduct by the Second Priority Collateral Trustee as determined by
a court of competent jurisdiction.  The Second Priority Collateral
Trustee and its affiliates may make credit extensions to, accept deposits from
and generally engage in any kind of business with Rite Aid and its Subsidiaries
as though the Second Priority Collateral Trustee were not the collateral trustee
hereunder.  With respect to any Secured Obligations owing to it, the
Second Priority Collateral Trustee shall have the same rights and powers under
this Agreement as any Senior Secured Party or any Second Priority Debt Party, as
the case may be, and may exercise the same as though it were not the collateral
trustee hereunder.  The Second Priority Collateral Trustee, in its
individual capacity, may be either a Senior Secured Party or a Second Priority
Debt Party.

     

    SECTION
6.10. Delegation of
Duties.  The Second Priority Collateral Trustee may execute any
of the trusts or powers hereof and perform any duty hereunder either directly or
by or through agents or attorneys-in-fact which it shall select with due
care.  The Second Priority Collateral Trustee shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by
it.

     

    SECTION
6.11. Reliance by
Second Priority Collateral Trustee.  j)Whenever in the
administration of the trusts of this Agreement the Second Priority Collateral
Trustee shall deem it necessary or advisable that a matter be proved or
established in connection with the taking of any action hereunder by the Second
Priority Collateral Trustee, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
provided or established by a certificate of an officer of Rite Aid delivered to
the Second Priority Collateral Trustee, and such officers’ certificate shall be
full warranty to Second Priority Collateral Trustee for any action taken,
suffered or omitted in reliance thereon.

     

    (b)  The
Second Priority Collateral Trustee may consult with counsel, and any opinion of
such counsel (which may be in-house counsel for the Second Priority Collateral
Trustee) shall be full and complete authorization and protection in respect of
any action taken or suffered by it hereunder in accordance
therewith.  The Second Priority Collateral Trustee shall have the
right at any time to seek instructions concerning the administration of the
Trust Estate from any court of competent jurisdiction.

     

    (c)  The
Second Priority Collateral Trustee may rely, and shall be fully protected in
acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document which
it has no reason to believe to be other than genuine and to have been signed or
presented by the proper party or parties or, in the case of telecopies and
telexes, to have been sent by the proper party or parties.  The Second
Priority Collateral Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Second Priority Collateral Trustee and
conforming to the requirements of this Agreement or any Collateral
Document.

     

    (d)  The
Second Priority Collateral Trustee shall not be under any obligation to exercise
any of the rights or powers vested in the Second Priority Collateral Trustee by
this Agreement unless the Second Priority Collateral Trustee shall have been
provided adequate security and indemnity against the costs, expenses and
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    compliance
with such request or direction, including such reasonable advances as may be
requested by the Second Priority Collateral Trustee.

     

    SECTION
6.12. Limitations on
Duties of Second Priority Collateral Trustee.  The Second
Priority Collateral Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in accordance with the direction of the Second
Priority Instructing Group.  Except as otherwise expressly provided
herein, the Second Priority Collateral Trustee shall not be under any obligation
to take any action which is discretionary with the Second Priority Collateral
Trustee under the provisions hereof except upon the written request of the
Second Priority Instructing Group.  The Second Priority Collateral
Trustee shall make available for inspection and copying by any Secured Party
each certificate or other paper furnished to the Second Priority Collateral
Trustee by Rite Aid or any Subsidiary Guarantor under or in respect of this
Agreement, any Collateral Document or any portion of the Trust
Estate.

     

    SECTION
6.13. Funds to be Held
in Trust.  All funds received by the Second Priority Collateral
Trustee under or pursuant to any provision of this Agreement shall be held in
trust for the purposes for which they were paid or are held in accordance with
the provisions hereof.

     

    SECTION
6.14. Resignation of
the Second Priority Collateral Trustee.  k)The Second Priority
Collateral Trustee may at any time, by giving 30 days’ prior written notice to
Rite Aid and the Secured Parties, resign and be discharged of the
responsibilities hereby created, such resignation to become effective upon the
earlier of (i) 60 days from the date of such notice and (ii) the appointment of
a successor collateral trustee or collateral trustees by the Second Priority
Instructing Group (subject, if no Triggering Event has occurred, to the approval
of Rite Aid, which approval shall not be unreasonably delayed or
withheld).  If no successor collateral trustee or collateral trustees
shall be appointed and approved within 60 days from the date of the giving of
the aforesaid notice of resignation, the Second Priority Collateral Trustee
(notwithstanding the termination of all of its other duties and obligations
hereunder by reason of such resignation) shall, or any Senior Secured Party,
Second Priority Debt Party or Rite Aid may, apply to any court of competent
jurisdiction to appoint a successor collateral trustee or collateral trustees
(which may be an individual or individuals) to act until such time, if any, as a
successor collateral trustee or collateral trustees shall have been appointed as
above provided.  Any successor collateral trustee or collateral
trustees so appointed by such court shall immediately and without further act be
superseded by any successor collateral trustee or collateral trustees approved
by the Second Priority Instructing Group as above provided.

     

    (b)  If
at any time the Second Priority Collateral Trustee shall resign or otherwise
become incapable of acting, or if at any time a vacancy shall occur in the
office of the Second Priority Collateral Trustee for any other cause, a
successor collateral trustee or collateral trustees may be appointed by the
Second Priority Instructing Group (subject, if no Triggering Event has occurred,
to the approval of Rite Aid, which approval shall not be unreasonably delayed or
withheld), and the powers, duties, authority and title of the predecessor
collateral trustee or collateral trustees terminated and canceled without
procuring the resignation of such predecessor collateral trustee or collateral
trustees, and without any other formality (except as may be required by
applicable law) other than appointment and designation of a successor collateral
trustee or collateral trustees in writing, duly acknowledged, delivered to the
predecessor 

     

    
      
        
        

      

      
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    collateral
trustee or collateral trustees, and filed for record in each public office, if
any, in which this Agreement is required to be filed.

     

    (c)  The
appointment and designation referred to in Section 6.14(b) shall, after any
required filing, be full evidence of the right and authority to make the same
and of all the facts therein recited, and this Agreement shall vest in such
successor collateral trustee or collateral trustees, without any further act,
deed or conveyance, all of the estate and title of its predecessor or their
predecessors, and upon such filing for record the successor collateral trustee
or collateral trustees shall become fully vested with all the estates,
properties, rights, powers, trusts, duties, authority and title of its
predecessor or their predecessors.  Such predecessor or predecessors
shall, nevertheless, on the written request of the Second Priority Instructing
Group or its or their successor collateral trustee or collateral trustees,
execute and deliver an instrument transferring to such successor or successors
all the estates, properties, rights, powers, trusts, duties, authority and title
of such predecessor or predecessors hereunder and shall deliver all securities
and funds held by it or them to such successor collateral trustee or collateral
trustees.

     

    (d)  Any
required filing for record of the instrument appointing a successor collateral
trustees as herein above provided shall be at the expense of Rite
Aid.

     

    SECTION
6.15. Status of
Successors to Second Priority Collateral Trustee.  Except as
permitted by Section 6.14, every successor to the Second Priority Collateral
Trustee appointed pursuant to Section 6.14 shall be a bank or trust company in
good standing and having power so to act, incorporated under the laws of the
United States or any State thereof or the District of Columbia, and having its
principal corporate trust office within the forty-eight contiguous States, and
shall also have capital, surplus and undivided profits of not less than
$250,000,000.

     

    SECTION
6.16. Merger of Second
Priority Collateral Trustee.  Any corporate Person into which
Second Priority Collateral Trustee may be merged, or with which it may be
consolidated, or any company resulting from any merger or consolidation to which
Second Priority Collateral Trustee shall be a party, shall be Second Priority
Collateral Trustee under this Agreement without the execution or filing of any
paper or any further act on the part of the parties hereto.

     

    SECTION
6.17. Appointment of
Additional and Separate Second Priority Collateral
Trustee.  Whenever (i) the Second Priority Collateral Trustee
shall deem it necessary or prudent in order to conform to any law of any
jurisdiction in which all or any part of the Collateral shall be situated or to
make any claim or bring any suit with respect to or in connection with the
Collateral, or (ii) the Second Priority Collateral Trustee shall be advised by
counsel satisfactory to it that it is so necessary or prudent in the interest of
the Second Priority Debt Parties, then in any such case, the Second Priority
Collateral Trustee shall execute and deliver from time to time all instruments
and agreements necessary or proper to constitute another bank or trust company
or one or more persons approved by the Second Priority Collateral Trustee either
to act as additional trustee or trustees of all or any part of the Trust Estate,
jointly with the Second Priority Collateral Trustee, or to act as separate
trustee or trustees of all or any part of the Trust Estate, in any such case
with such powers and on substantially the same terms and conditions as set forth
in this Agreement, and to vest in such bank, trust 

     

    
      
        
        

      

      
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    company
or person as such additional trustee or separate trustee, as the case may be,
any property, title, right or power of the Second Priority Collateral Trustee
deemed necessary or advisable by the Second Priority Collateral
Trustee.  Each of the Subsidiary Guarantors hereby consents to all
actions taken by the Second Priority Collateral Trustee under the foregoing
provisions of this Section 6.17.

     

    SECTION
6.18. Removal of Second
Priority Collateral Trustee.  The Second Priority Collateral
Trustee may be removed and discharged from the responsibilities hereby created
at any time by the Second Priority Instructing Group.  The Second
Priority Instructing Group may appoint a successor trustee with the consent of
Rite Aid (such consent not to be unreasonably withheld).  The removal
and discharge of the Second Priority Collateral Trustee shall be effective upon
appointment of such successor trustee and such successor trustee’s acceptance of
its appointment.

     

     

    ARTICLE
VII

     

    Release
of Collateral;

    Expiration
of Certain Rights

     

    SECTION
7.01. Releases of
Collateral.  At any time during which no Triggering Event has
occurred and is continuing:

     

    (a)  If
any Collateral is to be disposed of in a disposition that is permitted by the
Senior Debt Documents and the Second Priority Debt Documents, then the Liens in
favor of the Secured Parties under the Collateral Documents with respect to such
Collateral (but not the proceeds thereof) will be released automatically upon
consummation of such disposition, without the need for any consent or approval
by any Secured Party, and the Second Priority Collateral Trustee, the Senior
Collateral Agent, the Senior Representatives and the Second Priority
Representatives, at the expense of Rite Aid, shall execute such documents as are
reasonably necessary to effectuate such release.

     

    (b)  Notwithstanding
anything to the contrary in any Second Priority Debt Document, at such time as
the Senior Lien in any Collateral is released, the Second Priority Lien in such
Collateral shall automatically terminate and be released without the need for
any action or consent by or from the Second Priority Collateral Trustee, the
Second Priority Instructing Group or any Second Priority Debt Party so long as
(i) no Lien securing any Indebtedness remains on such Collateral and
(ii) after giving effect to any release of the Second Priority Lien in such
Collateral, at least $300,000,000 in aggregate principal amount of Indebtedness
shall remain outstanding under the Senior Facilities.

     

    (c)  Notwithstanding
anything to the contrary in any Second Priority Debt Document, at such time as a
Subsidiary Guarantor ceases to guarantee or be an obligor in respect of, or to
pledge any of its assets to secure, any Senior Obligations, such Subsidiary
Guarantor shall be automatically released from all its obligations under the
Second Priority Subsidiary Guarantee Agreement and the other Second Priority
Collateral Documents without the need for any action or consent by or from the
Second Priority Collateral Trustee, the Second Priority 

     

    
      
        
        

      

      
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    Instructing
Group or any Second Priority Debt Party so long as (i) such Subsidiary
Guarantor ceases to guarantee or be an obligor in respect of, or to pledge its
assets to secure, any Indebtedness that is secured by the Collateral and
(ii) after giving effect to any such release, at least $300,000,000 in
aggregate principal amount of Indebtedness shall remain outstanding under the
Senior Facilities.

     

    (d)  The
Lien of any Collateral Document may, at any time, be released in whole or in
part by the Senior Collateral Agent (in the case of the Senior Lien) or the
Second Priority Collateral Trustee (in the case of the Second Priority Lien)
pursuant to written directions signed by the Majority Senior Parties (or the
Senior Collateral Agent on behalf of the Majority Senior Parties) or the Second
Priority Instructing Group, respectively; provided that the release of
all or substantially all of the Senior Collateral shall require the written
consent of all the Senior Lenders and, to the extent provided in the applicable
Additional Senior Debt Documents, the Additional Senior Debt Parties and the
release of all or substantially all of the Second Priority Collateral shall
require the written consent of all Second Priority Secured Parties.

     

     

    ARTICLE
VIII

     

    Miscellaneous

     

    SECTION
8.01. Amendments,
Supplements and Waivers.  Except as otherwise provided in
Section 8.12, the Majority Senior Parties (or the Senior Collateral Agent
acting with the approval of the Majority Senior Parties) and the Second Priority
Instructing Group (and with respect to any such amendment, supplement or waiver
(i) which by the terms of this Agreement requires Rite Aid’s consent or which
increases the obligations or reduces the rights of Rite Aid or any Subsidiary
Guarantor, with the consent of Rite Aid, (ii) which by the terms of this
Agreement requires the Second Priority Collateral Trustee’s consent or which
increases the obligations or reduces the rights of the Second Priority
Collateral Trustee, with the consent of the Second Priority Collateral Trustee,
(iii) which by its terms adversely affects the rights of the Second Priority
Debt Parties under a particular Second Priority Facility, as the case may be, in
a manner materially different from its effect on the other Second Priority
Facilities, with the consent of the Representative for such Second Priority
Facility and (iv)  which by its terms adversely affects the rights of the
Additional Senior Debt Parties under a particular Additional Senior Debt
Facility, as the case may be, in a manner materially different from its effect
on the other Additional Senior Debt Facilities, with the consent of the
Representative for such Additional Senior Debt Facility) may from time to time
amend, supplement or waive any provision hereof.  Any such amendment,
supplement or waiver shall be in writing and shall be binding upon the Secured
Parties and their respective successors and assigns.

     

    SECTION
8.02. Notices.  All
notices, requests, demands and other communications provided for or permitted
hereunder shall be in writing (including telecopy communications) and shall be
sent by mail, telecopier or hand delivery:

     

    
      
        
        

      

      
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    (i)  If
to Rite Aid or any Subsidiary Guarantor, to Rite Aid, at its address at: 30
Hunter Lane, Camp Hill, PA 17011, Attention of General Counsel, telecopy
717-975-5905;

     

    (ii)  If
to the Second Priority Collateral Trustee, to: Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington,
DE  19890-0001,  Attention of Corporate Trust
Administration, telecopy 302-651-8882;

     

    (iii)  If
to the original Senior Collateral Agent, to it at: Citicorp North America, Inc.,
388 Greenwich Street, New York, NY 10013, Attention of Thomas Halsch, telecopy
646-328-3784;

     

    (iv)  If
to the trustee for the 2016 10.375% Notes, to The Bank of New York Mellon Trust
Company, N.A. 2 North LaSalle Street, Suite 1020, Chicago, IL 60602,
Attention of Corporate Trust Administration, telecopy 312-827-8542;

     

    (v)  If
to the trustee for the 2017 7.5% Notes, to The Bank of New York Mellon Trust
Company, N.A. 2 North LaSalle Street, Suite 1020, Chicago, IL 60602,
Attention of Corporate Trust, telecopy 312-827-8542; and

     

    (vi)  If
to any other Second Priority Representative or Senior Representative, to it at
the address specified by it in the Representative Supplement delivered by it
pursuant to Section 8.12.

     

    All
such notices, requests, demands and communications shall be deemed to have been
duly given or made, when delivered by hand or when telecopied.  Any
party hereto may from time to time change the address to which notices are to be
given to it hereunder by giving written notice of such new address to the other
parties to this Agreement.

     

    SECTION
8.03. Headings.  Headings
used in this Agreement are for convenience only and shall not affect the
construction of this Agreement.

     

    SECTION
8.04. Severability.  If
any one or more of the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction).  The
parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

     

    SECTION
8.05. Dealings with the
Subsidiary Guarantors.  Upon any application or demand by Rite
Aid or any Subsidiary Guarantor to the Second Priority Collateral Trustee or the
Senior Collateral Agent to take or permit any action under any of the provisions
of this Agreement or under any Collateral Document, Rite Aid or such Subsidiary
Guarantor, as appropriate, shall furnish to the Second Priority Collateral
Trustee or the Senior Collateral Agent a certificate of an appropriate officer
stating that all conditions precedent, if any, provided for in this Agreement or
such Collateral Document, as the case may be, relating to the proposed action


     

    
      
        
        

      

      
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    have
been complied with, except that in the case of any such application or demand as
to which the furnishing of such documents is specifically required by any
provision of this Agreement or any Collateral Document relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     

    SECTION
8.06. Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and each of the Secured Parties and their
respective successors and assigns, and nothing herein or in any Collateral
Document is intended or shall be construed to give any other person any right,
remedy or claim under, to or in respect of this Agreement, the Collateral or the
Trust Estate.  Each of the Representatives in respect of each Debt
Facility represents that it has the authority to enter into this Agreement on
behalf of the Secured Parties that are party to the Senior Debt Documents or
Second Priority Debt Documents relating to such Debt Facility and that this
Agreement will be binding on such Secured Parties, assuming their due
authorization, execution and delivery of such Senior Debt Documents or Second
Priority Debt Documents.

     

    SECTION
8.07. Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS REQUIRED BY MANDATORY
PROVISIONS OF LAW.

     

    SECTION
8.08. Counterparts.  This
Agreement may be executed in separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
instrument.  Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Agreement.

     

    SECTION
8.09. Consent to
Jurisdiction and Service of Process.  l)Rite Aid and each
Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or any Collateral Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall affect any right that the Senior
Collateral Agent, the Second Priority Collateral Trustee or any other Secured
Party may otherwise have to bring any action or proceeding relating to this
Agreement or the other Secured Documents against Rite Aid or any Subsidiary
Guarantor or its properties in the courts of any jurisdiction.

     

    (b)  Rite
Aid and each Subsidiary Guarantor hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
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    out
of or relating to this Agreement in any New York State or Federal
court.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

     

    (c)  Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 8.02.  Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.

     

    SECTION
8.10. Waiver Of Jury
Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION
8.11. Additional
Subsidiary Guarantors.  Pursuant to the Senior Debt Documents
and the Second Priority Debt Documents, certain wholly owned Domestic
Subsidiaries of Rite Aid which are acquired or organized after the 2009
Restatement Effective Date are required to enter into this Agreement as provided
therein.  Upon execution and delivery by a Subsidiary of Rite Aid of
an instrument in the form of Annex 2, such Subsidiary shall become a Subsidiary
Guarantor hereunder with the same force and effect as if originally named as a
Subsidiary Guarantor herein.  The execution and delivery of such
instrument shall not require the consent of any other party hereunder, and will
be acknowledged by the Second Priority Collateral Trustee and the Senior
Collateral Agent. The rights and obligations of each Subsidiary Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Subsidiary Guarantor as a party to this Agreement.

     

    SECTION
8.12. Additional
Debt.  To the extent, but only to the extent, permitted by the
provisions of the Senior Debt Documents and the Second Priority Debt Documents,
Rite Aid may incur or issue and sell one or more series or classes of Second
Priority Debt and one or more series or classes of Senior
Facilities.  Any such additional class or series of Second Priority
Debt (the “Second Priority
Class Debt”) may be secured by the Second Priority Lien and may be
Guaranteed by the Subsidiary Guarantors on a subordinated basis, in each case
under and pursuant to the Second Priority Collateral Documents, if and subject
to the condition that the Representative of any such Second Priority Class Debt
(each, a “Second Priority
Class Debt Representative”), acting on behalf of the holders of such
Second Priority Class Debt (such Representative and holders in respect of any
Second Priority Class Debt being referred to as the “Second Priority Class Debt
Parties”), becomes a party to this Agreement by satisfying conditions (i)
through (vi), as applicable, of the immediately succeeding
paragraph.  Any such additional class or series of Senior Facilities
(the “Senior Class
Debt”; and the Senior Class Debt and Second Priority Class Debt,
collectively, the “Class
Debt”) may be secured by the Senior Lien and may be Guaranteed by the
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    and
pursuant to the Senior Collateral Documents, if and subject to the condition
that the Representative of any such Senior Class Debt (each, a “Senior Class Debt
Representative”; and the Senior Class Debt Representatives and Second
Priority Class Debt Representatives, collectively, the “Class Debt Representatives”),
acting on behalf of the holders of such Senior Class Debt (such Representative
and holders in respect of any such Senior Class Debt being referred to as the
“Senior Class Debt
Parties”; and the Senior Class Debt Parties and Second Priority Class
Debt Parties, collectively, the “Class Debt Parties”), becomes
a party to this Agreement by satisfying the conditions set forth in clauses (i)
through (vi), as applicable, of the immediately succeeding
paragraph.

     

    In
order for a Class Debt Representative to become a party to this
Agreement:

     

    (i)  such
Class Debt Representative shall have executed and delivered an instrument
substantially in the form of Annex 3 (if such Representative is a Second
Priority Class Debt Representative) or Annex 4 (if such Representative is a
Senior Class Debt Representative) (with such changes as may be approved by the
Senior Collateral Agent and such Class Debt Representative) pursuant to which it
becomes a Representative hereunder, and the Class Debt in respect of which such
Class Debt Representative is the Representative and the related Class Debt
Parties become subject hereto and bound hereby;

     

    (ii)  Rite
Aid shall have delivered to the Senior Collateral Agent and the Second Priority
Collateral Trustee true and complete copies of each of the Second Priority Debt
Documents or Senior Debt Documents, as applicable, relating to such Class Debt,
certified as being true and correct by a Financial Officer of Rite
Aid;

     

    (iii)  in
the case of any Second Priority Class Debt, all filings, recordations and/or
amendments or supplements to the Second Priority Collateral Documents necessary
or desirable in the opinion of the Second Priority Collateral Trustee to confirm
and perfect the Second Priority Lien’s securing the relevant Second Priority
Debt Obligations relating to such Class Debt shall have been made, executed
and/or delivered (or, with respect to any such filings or recordations,
acceptable provisions to perform such filings or recordings have been taken in
the reasonable judgment of Second Priority Collateral Trustee), and all fees and
taxes in connection therewith shall have been paid;

     

    (iv)  in
the case of any Senior Class Debt, all filings, recordations and/or amendments
or supplements to the Senior Collateral Documents necessary or desirable in the
opinion of the Senior Collateral Agent to confirm and perfect the Senior Liens
securing the relevant Senior Obligations relating to such Class Debt shall have
been made, executed and/or delivered (or, with respect to any such filings or
recordations, acceptable provisions to perform such filings or recordings have
been taken in the reasonable judgment of the Senior Collateral Agent), and all
fees and taxes in connection therewith shall have been paid;

     

    (v)  the
Second Priority Debt Documents or Senior Debt Documents, as applicable, relating
to such Class Debt shall provide, in a manner reasonably satisfactory to the
Senior Collateral Agent and the Second Priority Collateral Trustee, that each
Class 

     

    
      
        
        

      

      
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    Debt
Party with respect to such Class Debt will be subject to and bound by the
provisions of this Agreement in its capacity as a holder of such Class Debt;
and

     

    (vi)  the
Senior Collateral Agent and the Second Priority Collateral Trustee shall have
received such opinions of outside counsel to Rite Aid and such Class Debt
Representative as any of them may request and such other documents relating to
the matters referred to in clauses (i), (ii), (iii) and (iv) as any of them may
reasonably request, and such opinions and other documents shall be satisfactory
in form and substance to the Senior Collateral Agent and the Second Priority
Collateral Trustee.

     

    Notwithstanding
anything to the contrary contained herein (including Section 8.01 hereof) or in
any Second Priority Collateral Document, any filings, recordations or amendments
or supplements contemplated by clause (iii) or (iv) above (x) shall be subject
to the prior approval of the Senior Collateral Agent, Second Priority Collateral
Trustee (but only with respect to such filings, recordings or amendments or
supplements contemplated by clause (iii) above) and Rite Aid and (y) in the
case of any such amendment or supplement to a Second Priority Collateral
Document, shall be entered into by Rite Aid, the Subsidiary Guarantors, the
Second Priority Collateral Trustee and consented to by the Senior Collateral
Agent and the relevant Class Debt Representative, but shall not require the
consent or approval of any other Senior Secured Party or Second Priority Secured
Party, and shall become effective upon satisfaction of each of the conditions
set forth above.

     

    SECTION
8.13. Bailee for
Perfection.  The Senior Collateral Agent hereby acknowledges
that, to the extent that it holds, or a third party holds on its behalf,
possession of Collateral pursuant to the Senior Collateral Documents which is
also Collateral under the Second Priority Collateral Documents, such possession
is also for the benefit of the Second Priority Collateral Trustee and the Second
Priority Secured Parties to the extent required to perfect their security
interest in such Collateral.  Nothing in the preceding sentence shall
be construed to impose any additional duty on the Senior Collateral Agent with
respect to such Collateral or provide the Second Priority Collateral Trustee or
any Second Priority Secured Party with any rights with respect to such
Collateral beyond those specified in this Agreement.

     

    SECTION
8.14. Restatement of
Existing Agreement.  The parties hereto confirm that this
Agreement constitutes an amendment and restatement of the Collateral Trust and
Intercreditor Agreement dated as of June 27, 2001, as amended and restated
as of May 28, 2003,  and as further amended prior to the 2009
Amendment and Restated Effective Date (the “Original Intercreditor Agreement”),
among Rite Aid, the subsidiary guarantors party thereto, Wilmington Trust
Company, as the Second Priority Collateral Trustee, Citicorp North America,
Inc., and certain Second Priority Representatives.  In accordance with
Sections 6.12 and 8.01 of the Original Intercreditor Agreement,
(i) CNAI, with the consent and authority of the Majority Senior Parties,
and (ii) The Bank of New York Mellon Trust Company, N.A., in its capacity
as the Second Priority Representative which, by reason of the 2017 7.5%
Notes and the 2016 10.375% Notes in the aggregate representing a majority of the
current aggregate amount of outstanding Second Priority Debt Obligations,
constitutes the sole member of the Second Priority Instructing Group, hereby
consent to the execution and delivery of, and authorize and instruct the Second
Priority Collateral Trustee to execute and deliver, this Agreement.

     

    
      
        
        

      

      
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    SECTION
8.15. Incorporation by
Reference.  In connection with its execution of this Agreement,
The Bank of New York Mellon Trust Company, N.A., in its capacity as Trustee and
Class Representative of each of the 7.5% Senior Secured Notes due 2017 and
10.375% Senior Secured Notes due 2016, is entitled to all rights, privileges and
protections, immunities, benefits and indemnities provided by the Company to it
pursuant to each of the 2017 7.5% Note Indenture and 2016 10.375% Note
Indenture.

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year 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:

              
	 
      	
                 

              


      

    

    


    
      
        	 
      	
                THE SUBSIDIARY GUARANTORS LISTED
      ON ANNEX 1 HERETO,

                 

              
	 
      	 
      
	 
      	
                By:

              	
                  
       /s/ Marc Strassler

              
	 
      	
                Name:
      Marc Strassler

              
	 
      	
                Title:   
      Senior Vice President & Assistant Secretary

              
	 
      	
                 

              
	 
      	 
      


      

    

    


    
      
        	 
      	
                THE SUBSIDIARY GUARANTORS LISTED
      ON ANNEX 2 HERETO,

              
	 
      	 
      
	 
      	
                By:

              	
                  
       /s/ Marc Strassler

              
	 
      	
                Name:
      Marc Strassler

              
	 
      	
                Title:   
      Authorized Signatory

              
	 
      	 
      
	 
      	 
      


      

    

    


    
      
        	 
      	
                WILMINGTON TRUST COMPANY, as
      Second Priority Collateral Trustee,

              
	 
      	 
      
	 
      	
                By

              	
                  
       /s/ James A Hanley

              
	 
      	
                Name:
      James A. Hanley

              
	 
      	
                Title:  
      Vice President

              
	 
      	 
      
	 
      	 
      


      

    

     

    
 

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    


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

              
	 
      	 
      
	 
      	
                By

              	
                  
       /s/ Brendan Mackay

              
	 
      	
                Name:
      Brendan Mackay

              
	 
      	
                Title:   
      Vice President

              
	 
      	 
      
	 
      	 
      


      

    

     

     

    
 

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    


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

              
	 
      	 
      
	 
      	
                By

              	
                    
      /s/ D.G. Donovan

              
	 
      	
                Name:
      D.G. Donovan

              
	 
      	
                Title:   
      Vice President

              
	 
      	 
      
	 
      	 
      


      

    

    


    
      
        	 
      	
                THE BANK OF NEW YORK MELLON TRUST
      COMPANY, N.A. as Trustee under the 2016 10.375% Note
      Indenture,

              
	 
      	 
      
	 
      	
                By

              	
                    /s/ D.G.
      Donovan

              
	 
      	
                Name:
      D.G. Donovan

              
	 
      	
                Title:    Vice
      President

                 

              
	 
      	 
      
	 
      	 
      


      

    

    


    


    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Annex 1 to the

    Collateral Trust and Intercreditor
Agreement

     

    SUBSIDIARY
GUARANTORS

     

    


     

     

    
      	
              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

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              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

            


    

     

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      Annex 2 to
the

      Collateral Trust and Intercreditor
Agreement


    

     

    Subsidiary
Guarantors

     

    


     

    
      	
               
      

            	
              1.

            	
              Rite
      Fund, Inc.

            


    

     

    
      	
               
      

            	
              2.

            	
              Rite
      Investments Corp.

            


    

     

    
      	
               
      

            	
              3.

            	
              Rite
      Aid Hdqtrs. Funding, Inc.

            


    

     

    
      	
               
      

            	
              4.

            	
              EDC
      Licensing, Inc.

            


    

     

    
      	
               
      

            	
              5.

            	
              JCG
      Holdings (USA), Inc.

            


    

     

    
      	
               
      

            	
              6.

            	
              JCG
      (PJC) USA, LLC

            


    

     

    
      	
               
      

            	
              7.

            	
              The
      Jean Coutu Group (PJC) USA, Inc.

            


    

     

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
           

        

      

    

     

    
      Annex
2 to the

      Collateral
Trust and Intercreditor Agreement

    

     

     

    SUPPLEMENT
NO.    dated as of     , 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 further amended
and restated as of June 5, 2009 (the “Collateral Trust and Intercreditor
Agreement”), among Rite Aid Corporation (“Rite Aid”), certain
subsidiaries of Rite Aid (each a “Subsidiary Guarantor”),
Wilmington Trust Company, a Delaware banking corporation, as Second Priority
Collateral Trustee for the holders from time to time of the Second Priority Debt
Obligations, Citicorp North America, Inc., a Delaware corporation, as Senior
Collateral Agent for the Senior Secured Parties under the Senior Collateral
Documents, and each other Second Priority Representative and Senior
Representatives from time to time a party thereto.

     

    A.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Collateral Trust and Intercreditor Agreement,
including the Definitions Annex referred to therein.

     

    B.  The
Subsidiary Guarantors have entered into the Collateral Trust and Intercreditor
Agreement.  Pursuant to the Senior Credit Agreement, certain
Additional Senior Debt Documents and certain Second Priority Debt Documents,
certain newly acquired or organized Domestic Subsidiaries of Rite Aid are
required to enter into the Collateral Trust and Intercreditor
Agreement.  Section 8.11 of the Collateral Trust and Intercreditor
Agreement provides that such Subsidiaries may become party to the Collateral
Trust and Intercreditor Agreement by execution and delivery of an instrument in
the form of this Supplement.  The undersigned Subsidiary (the “New Subsidiary Guarantor”) is
executing this Supplement in accordance with the requirements of the Senior
Credit Agreement in order to induce the Senior Lenders to make additional
extensions of credit thereunder and as consideration for extensions of credit
previously made, and in accordance with any applicable requirements of the
Second Priority Debt Documents and Additional Senior Debt
Documents.

     

    Accordingly,
the Second Priority Collateral Trustee, the Senior Collateral Agent and the New
Subsidiary Guarantor agree as follows:

     

    SECTION
1.  In accordance with Section 8.11 of the Collateral Trust and
Intercreditor Agreement, the New Subsidiary Guarantor by its signature below
becomes a Subsidiary Guarantor under the Collateral Trust and Intercreditor
Agreement with the same force and effect as if originally named therein as a
Subsidiary Guarantor, and the New Subsidiary Guarantor hereby agrees to all the
terms and provisions of the Collateral Trust and Intercreditor Agreement
applicable to it as a Subsidiary Guarantor thereunder.  Each reference
to a “Subsidiary Guarantor” in the Collateral Trust and Intercreditor Agreement
shall be deemed to include the New Subsidiary Guarantor.  The
Collateral Trust and Intercreditor Agreement is hereby incorporated herein by
reference.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
2.  The New Subsidiary Guarantor represents and warrants to the Second
Priority Collateral Trustee, the Senior Collateral Agent and the other Secured
Parties that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms.

     

    SECTION
3.  This Supplement may be executed in counterparts, each of which
shall constitute an original, but all of which when taken together shall
constitute a single contract.  This Supplement shall become effective
when each of the Second Priority Collateral Trustee and the Senior Collateral
Agent shall have received a counterpart of this Supplement that bears the
signature of the New Subsidiary Guarantor.  Delivery of an executed
signature page to this Supplement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of this
Supplement.

     

    SECTION
4.  Except as expressly supplemented hereby, the Collateral Trust and
Intercreditor Agreement shall remain in full force and effect.

     

    SECTION
5.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
6.  In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, no
party hereto shall be required to comply with such provision for so long as such
provision is held to be invalid, illegal or unenforceable, but the validity,
legality and enforceability of the remaining provisions contained herein and in
the Collateral Trust and Intercreditor Agreement shall not in any way be
affected or impaired.  The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

     

    SECTION
7.  All communications and notices hereunder shall be in writing and
given as provided in Section 8.02 of the Collateral Trust and Intercreditor
Agreement.  All communications and notices hereunder to the New
Subsidiary Guarantor shall be given to it in care of Rite Aid as specified in
the Collateral Trust and Intercreditor Agreement.

     

    SECTION
8.  The New Subsidiary Guarantor agrees to reimburse each of the
Second Priority Collateral Trustee and the Senior Collateral Agent for their
reasonable out-of-pocket expenses in connection with this Supplement, including
the reasonable fees, other charges and disbursements of counsel for the Second
Priority Collateral Trustee and the Senior Collateral Agent.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the New Subsidiary Guarantor, the Second Priority Collateral
Trustee and the Senior Collateral Agent have duly executed this Supplement to
the Collateral Trust and Intercreditor Agreement as of the day and year first
above written.

     

    
      
        
          
            	 
      	
                    [NAME OF NEW SUBSIDIARY
      GUARANTOR],

                  
	 
      	 
      
	 
      	
                    By

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:       Authorized
      Signatory

                     

                  


          

        

      

    

    


    


    
      
        
          	
                  Acknowledged
      by:

                   

                	 
	
                  WILMINGTON
      TRUST COMPANY,

                  as
      Second Priority Collateral Trustee,

                   

                	 
	
                  By

                	 
      	 
	 
      	
                  Name:

                	 
	 
      	
                  Title:

                	 
	 
      	 
      	 
	 
      	 
      	 


        

      

    

    


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

                   

                	 
	 
      	 
	
                  By

                	 
      	 
	 
      	
                  Name:

                	 
	 
      	
                  Title:

                	 
	 
      	 
      	 
	 
      	 
      	 


        

      

    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      Annex 3
to the

      Collateral
Trust and Intercreditor Agreement

       

    

     

    REPRESENTATIVE
SUPPLEMENT NO.    dated as of     ,
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 further
amended and restated as of June [   ], 2009 (the “Collateral Trust and Intercreditor
Agreement”), among Rite Aid Corporation (“Rite Aid”), certain
subsidiaries of Rite Aid (each a “Subsidiary Guarantor”),
Wilmington Trust Company, a Delaware banking corporation, as Second Priority
Collateral Trustee for the holders from time to time of the Second Priority Debt
Obligations, Citicorp North America, Inc., a Delaware corporation, as Senior
Collateral Agent for the Senior Secured Parties under the Senior Collateral
Documents, and the Second Priority Representatives and Senior Representatives
from time to time a party thereto.

     

    A.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Collateral Trust and Intercreditor Agreement,
including the Definitions Annex referred to therein.

     

    B.  As
a condition to the ability of Rite Aid to issue additional Second Priority Debt
and to secure such Second Priority Class Debt with the Second Priority Lien and
to have such Second Priority Class Debt guaranteed by the Subsidiary Guarantors
on a subordinated basis, in each case under and pursuant to the Second Priority
Collateral Documents, the Second Priority Class Debt Representative in respect
of such Second Priority Class Debt is required to become a Representative under,
and such Second Priority Class Debt and the Second Priority Class Debt Parties
in respect thereof are required to become subject to and bound by, the
Collateral Trust and Intercreditor Agreement.  Section 8.12 of the
Collateral Trust and Intercreditor Agreement provides that such Second Priority
Class Debt Representative may become a Representative under, and such Second
Priority Class Debt and such Second Priority Class Debt Parties may become
subject to and bound by, the Collateral Trust and Intercreditor Agreement,
pursuant to the execution and delivery by the Second Priority Class Debt
Representative of an instrument in the form of this Representative Supplement
and the satisfaction of the other conditions set forth in
Section 8.12.  The undersigned Second Priority Class Debt
Representative (the “New
Representative”) is executing this Representative Supplement in
accordance with the requirements of the Senior Debt Documents and the Second
Priority Debt Documents.

     

    Accordingly,
the Second Priority Collateral Trustee, the Senior Collateral Agent and the New
Representative agree as follows:

     

    SECTION
1.  In accordance with Section 8.12 of the Collateral Trust and
Intercreditor Agreement, the New Representative by its signature below becomes a
Representative under, and the related Second Priority Class Debt and Second
Priority Class Debt Parties become subject to and bound by, the Collateral Trust
and Intercreditor Agreement with the same force and effect as if the New
Representative had originally been named therein as a Representative, and the
New Representative, on behalf of itself and such Second Priority Class Debt
Parties, hereby agrees to all the terms and provisions of the Collateral Trust
and Intercreditor Agreement applicable to it as a Second Priority Class Debt
Representative and to 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
Second Priority Class Debt Parties that it represents as Second Priority Secured
Parties.  Each reference to a “Representative” or “Second Priority
Representative” in the Collateral Trust and Intercreditor Agreement shall be
deemed to include the New Representative.  The Collateral Trust and
Intercreditor Agreement is hereby incorporated herein by reference.

     

    SECTION
2.  The New Representative represents and warrants to the Second
Priority Collateral Trustee, the Senior Collateral Agent and the other Secured
Parties that (i) it has full power and authority to enter into this
Representative Supplement, in its capacity as [agent] [trustee], (ii) this
Representative Supplement has been duly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with the terms of such Agreement and (iii) the Second
Priority Debt Documents relating to such Second Priority Class Debt provide
that, upon the New Representatives entry into this Agreement, the Second
Priority Class Debt Parties in respect of such Second Priority Class Debt will
be subject to and bound by the provisions of the Collateral Trust and
Intercreditor Agreement as Second Priority Secured Parties.

     

    SECTION
3.  This Representative Supplement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This Representative Supplement
shall become effective when each of the Second Priority Collateral Trustee and
the Senior Collateral Agent shall have received a counterpart of this
Representative Supplement that bears the signature of the New
Representative.  Delivery of an executed signature page to this
Representative Supplement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Representative
Supplement.

     

    SECTION
4.  Except as expressly supplemented hereby, the Collateral Trust and
Intercreditor Agreement shall remain in full force and effect.

     

    SECTION
5.  THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
6.  In case any one or more of the provisions contained in this
Representative Supplement should be held invalid, illegal or unenforceable in
any respect, no party hereto shall be required to comply with such provision for
so long as such provision is held to be invalid, illegal or unenforceable, but
the validity, legality and enforceability of the remaining provisions contained
herein and in the Collateral Trust and Intercreditor Agreement shall not in any
way be affected or impaired.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

     

    SECTION
7.  All communications and notices hereunder shall be in writing and
given as provided in Section 8.02 of the Collateral Trust and Intercreditor
Agreement.  All communications and notices hereunder to the New
Representative shall be given to it at the address set forth below its signature
hereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    SECTION
8.  Rite Aid agrees to reimburse each of the Second Priority
Collateral Trustee and the Senior Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Representative Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Second Priority Collateral Trustee and the Senior Collateral
Agent.

     

                          SECTION 9.  The New
Representative agrees to be bound by the provisions of Section 8.09 of the
Collateral Trust and Intercreditor with the same force and effect as if each
reference in such Section to Rite Aid or any party or parties thereto were a
reference to such New Representative.

    


     

      

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the New Representative, the Second Priority Collateral Trustee
and the Senior Collateral Agent have duly executed this Representative
Supplement to the Collateral Trust and Intercreditor Agreement as of the day and
year first above written.

     

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

                 

              
	 
      	 
      
	 
      	
                By

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:      Authorized
      Signatory

              
	 
      	 
      
	 
      	 
      


      

    

    


    
      
        
          
            
              
                	 
      	
                        Address for
      notices:

                         

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                        attention
      of:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        Telecopy:

                      	 
      


              

            

          

        

      

    

    


    


    
      
        
          	
                  Acknowledged
      by:

                   

                	 
	
                  WILMINGTON
      TRUST COMPANY,

                  as
      Second Priority Collateral Trustee,

                   

                	 
	
                  By

                	 
      	 
	 
      	
                  Name:

                	 
	 
      	
                  Title:

                	 
	 
      	 
      	 
	 
      	 
      	 


        

      

    

    


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

                   

                	 
	 
      	 
	
                  By

                	 
      	 
	 
      	
                  Name:

                	 
	 
      	
                  Title:

                	 
	 
      	 
      	 
	 
      	 
      	 


        

      

    

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      Annex 4
to the

      Collateral
Trust and Intercreditor Agreement

    

     

    REPRESENTATIVE
SUPPLEMENT NO.    dated as of     ,
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 further
amended and restated as of June [   ], 2009 (the “Collateral Trust and Intercreditor
Agreement”), among Rite Aid Corporation (“Rite Aid”), certain
subsidiaries of Rite Aid (each a “Subsidiary Guarantor”),
Wilmington Trust Company, a Delaware banking corporation, as Second Priority
Collateral Trustee for the holders from time to time of the Second Priority Debt
Obligations, Citicorp North America, Inc., a Delaware corporation,  as
Senior Collateral Agent for the Senior Secured Parties under the Senior
Collateral Documents, and the Second Priority Representatives and Senior
Representatives from time to time a party thereto.

     

    A.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Collateral Trust and Intercreditor Agreement,
including the Definitions Annex referred to therein.

     

    B.  As
a condition to the ability of Rite Aid to issue Additional Senior Debt and to
secure such Senior Class Debt with the Senior Lien and to have such Senior Class
Debt guaranteed by the Subsidiary Guarantors on a senior basis, in each case
under and pursuant to the Senior Collateral Documents, the Senior Class Debt
Representative in respect of such Senior Class Debt is required to become a
Representative under, and such Senior Class Debt and the Senior Class Debt
Parties in respect thereof are required to become subject to and bound by, the
Collateral Trust and Intercreditor Agreement.  Section 8.12 of the
Collateral Trust and Intercreditor Agreement provides that such Senior Class
Debt Representative may become a Representative under, and such Senior Class
Debt and such Senior Class Debt Parties may become subject to and bound by, the
Collateral Trust and Intercreditor Agreement,  pursuant to the
execution and delivery by the Senior Class Debt Representative of an instrument
in the form of this Representative Supplement and the satisfaction of the other
conditions set forth in Section 8.12.  The undersigned Senior
Class Debt Representative (the “New Representative”) is
executing this Representative Supplement in accordance with the requirements of
the Senior Debt Documents and the Second Priority Debt Documents.

     

    Accordingly,
the Second Priority Collateral Trustee, the Senior Collateral Agent and the New
Representative agree as follows:

     

    SECTION
1.  In accordance with Section 8.12 of the Collateral Trust and
Intercreditor Agreement, the New Representative by its signature below becomes a
Representative under, and the related Senior Class Debt and Senior Class Debt
Parties become subject to and bound by, the Collateral Trust and Intercreditor
Agreement with the same force and effect as if the New Representative had
originally been named therein as a Representative, and the New Representative,
on behalf of itself and such Senior Class Debt Parties, hereby agrees to all the
terms and provisions of the Collateral Trust and Intercreditor Agreement
applicable to it as a Senior Representative and to the Senior Class Debt Parties
that it represents as Senior Secured Parties.  Each reference to a
“Representative” or “Senior Representative” in the Collateral Trust and
Intercreditor Agreement shall be deemed to include the New 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Representative.  The
Collateral Trust and Intercreditor Agreement is hereby incorporated herein by
reference.

     

    SECTION
2.  The New Representative represents and warrants to the Second
Priority Collateral Trustee, the Senior Collateral Agent and the other Secured
Parties that (i) it has full power and authority to enter into this
Representative Supplement, in its capacity as [agent] [trustee], (ii) this
Representative Supplement has been duly authorized, executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with the terms of such Agreement and (iii) the Additional
Senior Debt Documents relating to such Senior Class Debt provide that, upon the
New Representatives entry into this Agreement, the Senior Class Debt Parties in
respect of such Senior Class Debt will be subject to and bound by the provisions
of the Collateral Trust and Intercreditor Agreement as Senior Secured
Parties.

     

    SECTION
3.  This Representative Supplement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This Representative Supplement
shall become effective when each of the Second Priority Collateral Trustee and
the Collateral Agent shall have received a counterpart of this Representative
Supplement that bears the signature of the New
Representative.  Delivery of an executed signature page to this
Representative Supplement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Representative
Supplement.

     

    SECTION
4.  Except as expressly supplemented hereby, the Collateral Trust and
Intercreditor Agreement shall remain in full force and effect.

     

    SECTION
5.  THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
6.  In case any one or more of the provisions contained in this
Representative Supplement should be held invalid, illegal or unenforceable in
any respect, no party hereto shall be required to comply with such provision for
so long as such provision is held to be invalid, illegal or unenforceable, but
the validity, legality and enforceability of the remaining provisions contained
herein and in the Collateral Trust and Intercreditor Agreement shall not in any
way be affected or impaired.  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

     

    SECTION
7.  All communications and notices hereunder shall be in writing and
given as provided in Section 8.02 of the Collateral Trust and Intercreditor
Agreement.  All communications and notices hereunder to the New
Representative shall be given to it at the address set forth below its signature
hereto.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SECTION
8.  Rite Aid agrees to reimburse each of the Second Priority
Collateral Trustee and the Senior Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Representative Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Second Priority Collateral Trustee and the Senior Collateral
Agent.

     

    SECTION 9.  The New
Representative agrees to be bound by the provisions of Section 8.09 of the
Collateral Trust and Intercreditor with the same force and effect as if each
reference in such Section to Rite Aid or any party or parties thereto were a
reference to such New Representative.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the New Representative, the Second Priority Collateral Trustee
and the Senior Collateral Agent have duly executed this Representative
Supplement to the Collateral Trust and Intercreditor Agreement as of the day and
year first above written.

     

    
      
        	 
      	
                [NAME OF NEW REPRESENTATIVE],
      as

                [                 ]
      for the holders of
      [                                  ],

                 

              
	 
      	 
      
	 
      	
                By

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:      Authorized
      Signatory

              
	 
      	 
      
	 
      	 
      


      

    

    


    
      
        
          
            
              	 
      	
                      Address for
      notices:

                       

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      attention
      of:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      Telecopy:

                    	 
      
	 
      	 
      


            

          

        

      

    

     

    
      
        
          	
                  Acknowledged
      by:

                   

                	 
	
                  WILMINGTON
      TRUST COMPANY,

                  as
      Second Priority Collateral Trustee,

                   

                	 
	
                  By

                	 
      	 
	 
      	
                  Name:

                	 
	 
      	
                  Title:

                	 
	 
      	 
      	 
	 
      	 
      	 


        

      

    

    


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

                   

                	 
	 
      	 
	
                  By

                	 
      	 
	 
      	
                  Name:

                	 
	 
      	
                  Title:

                	 
	 
      	 
      	 
	 
      	 
      	 


        

      

    

    


    


    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        Definitions
Annex to the

        Collateral
Trust and Intercreditor Agreement

        


         

        DEFINITIONS
ANNEX

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
             


          

          
            2

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
             


          

          
            3

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

        “Borrower” means Rite
Aid.

         


        
          
             


          

          
            4

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

        “Casualty/Condemnation
Proceeds” means

         

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

         

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

         

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

         


        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        “Citibank” means
Citibank, N.A.

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        “Effective Date” means
June 27, 2001.

         

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

         

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

         

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

         


        
          
             


          

          
            6

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

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

         


        
          
             


          

          
            7

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

        “Net Cash Proceeds”
means:

         

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

         

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

         

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

         


        
          
             


          

          
            8

            
              

            

          

          
             


          

        

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
             


          

          
            9

            
              

            

          

          
             


          

        

         

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

         

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

         

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

         

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

         

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

         

        (d)
Basket Asset Sales; and

         

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

         

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

         

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

         


        
          
             


          

          
            10

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
             


          

          
            11

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
             


          

          
            12

            
              

            

          

          
             


          

        


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

         

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

         

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

         

        “Second Priority Lien”
means the Liens on the Second Priority Collateral in favor of the Second
Priority Debt Parties under the Second Priority Collateral
Documents.

         

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

         

        “Second Priority Subsidiary
Guarantee Agreement” means the Amended and Restated Second Priority
Subsidiary Guarantee Agreement, dated as of June 27, 2001, as amended and
restated as of May 28, 2003, made by the Subsidiary Guarantors (including
any additional Subsidiary Guarantor becoming party thereto after the Original
Restatement Effective Date) in favor of the Second Priority Collateral Trustee
for the benefit of the Second Priority Debt Parties.

         

        “Second Priority Subsidiary
Security Agreement” means the Amended and Restated Second Priority
Subsidiary Security Agreement, dated as of June 27, 2001, as amended and
restated as of May 28, 2003, made by the Subsidiary Guarantors (including
any additional Subsidiary Guarantor becoming party thereto after the Original
Restatement Effective Date) in favor of the Second Priority Collateral Trustee
for the benefit of the Second Priority Debt Parties.

         

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

         

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

         

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

         

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

         


        
          
             


          

          
            13

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
             


          

          
            14

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

        “Senior Loan
Obligations” means (a) the principal of each loan made under the Senior
Credit Agreement, (b) all reimbursement and cash collateralization obligations
in respect of letters of credit issued under the Senior Credit Agreement, (c)
all monetary obligations of the Borrower or any Subsidiary under each Senior
Hedging Agreement entered into (i) prior to the Original Restatement Effective
Date with any counterparty that was a Senior Lender (or an Affiliate thereof) on
the Original Restatement Effective Date or (ii) on or after the Original
Restatement Effective Date with any counterparty that was a Senior Lender (or an
Affiliate thereof) at the time such Senior Hedging Agreement was entered into,
(d) all interest on the loans, letter of credit reimbursement, fees and other
obligations under the Senior Credit Agreement or such Senior Hedging Agreements
(including, without limitation any interest which accrues after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency
or reorganization of the Borrower, any Subsidiary Loan Party, Holdings or any of
its subsidiaries, whether or not allowed or allowable as a claim in such
proceeding), (e) all other amounts payable by the Borrower or any Subsidiary
under the Senior Loan Documents and (f) all increases, renewals, extensions and
Refinancings of the foregoing.

         

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

         

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

         


        
          
             


          

          
            15

            
              

            

          

          
             


          

        


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

         

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

         

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

         

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

         

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

         

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

         

        “Subsidiary” means any
subsidiary of the Borrower.

         

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

         

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

         

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

         

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

         

         

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