ex10-2.htm


    
 

    Exhibit
10.2

     

     

    REFINANCING
AMENDMENT NO. 1 dated as of June 10, 2009 (this “Amendment”), relating
to the Credit Agreement dated as of June 27, 2001, as amended and restated as of
June 5, 2009 (the “Credit Agreement”),
among Rite Aid Corporation, a corporation organized under the laws of the State
of Delaware (the “Borrower”), the
lenders from time to time party thereto (the “Lenders”), Citicorp
North America, Inc., as administrative agent and collateral processing agent (in
such capacities, the “Administrative
Agent”), and the other agents party thereto.

     

    RECITALS

     

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

     

    B.   The
Credit Agreement permits the Borrower to obtain from any Lender or Additional
Lender Refinancing Indebtedness in respect of any Indebtedness outstanding under
the Credit Agreement in the form of Other Term Loans and Other Term Commitments
pursuant to a Refinancing Amendment.

     

    C.  On
the Amendment Effective Date (as defined below), the Borrower intends to incur
additional Term Loans pursuant to Section 6.01(c) of the Credit Agreement in an
aggregate principal amount of up to $525,000,000 ( the “Tranche 4 Term
Loans”) to be made available to the Borrower by the lenders signatory
hereto (the “Tranche 4
Term Lenders”).  The proceeds of the Tranche 4 Term Loans will
be used on the Amendment Effective Date (a) first, to repay all
outstanding Tranche 1 Term Loans and accrued interest thereon, (b) second, to the extent
of any remaining proceeds not required to pay fees and expenses pursuant to
clause (c) below, to repay Revolving Loans in accordance with Section 2.11(a) of
the Credit Agreement (with a corresponding reduction in the amount of the
Revolving Commitments pursuant to Section 2.08(b) of the Credit Agreement) and
accrued interest thereon and (c) third, to pay fees
and expenses incurred in connection with the foregoing.

     

    D.  This
Amendment is a Refinancing Amendment pursuant to Section 6.01(c) of the Credit
Agreement.

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    


     

    AGREEMENTS

     

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

     

    ARTICLE
I

     

    Amendment

     

    SECTION
1.1.  Amendment of Credit
Agreement.  Pursuant to Section 6.01(c) of the Credit
Agreement, effective as of the Amendment Effective Date, for all purposes of the
Senior Loan Documents, (a) the Tranche 4 Term Commitments (as defined below),
the Tranche 4 Term Loans and the Tranche 4 Term Borrowings shall constitute
“Other Term Commitments”, “Other Term Loans” and “Other Term Borrowings”,
respectively, (b)  each Tranche 4 Term Lender shall become an
“Additional Lender”  and a “Lender” (if such Tranche 4 Term Lender is
not already a Lender prior to the effectiveness of this Amendment) and (c) the
Revolving Commitments will be reduced in accordance with Section 2.08(b) of the
Credit Agreement in an amount equal to the aggregate principal amount of
Revolving Loans prepaid in accordance with the second sentence of Recital C of
this Amendment.  Certain terms of the Tranche 4 Term Loans are set
forth in Exhibit A
attached hereto.

     

    SECTION
1.2.  Tranche 4 Term
Commitments.  i)Subject to the terms and conditions set forth
herein, each Tranche 4 Term Lender agrees to make a Tranche 4 Term Loan to the
Borrower on the Amendment Effective Date in a principal amount not exceeding
such Tranche 4 Term Lender’s Tranche 4 Term
Commitment.  Notwithstanding anything to the contrary contained herein
(and without affecting any other provision hereof or of the Restated Credit
Agreement), the funded portion of each Tranche 4 Term Loan to be made on the
Amendment Effective Date (i.e., the amount advanced in cash to the Borrower on
the Amendment Effective Date) shall be equal to 96.0% of the principal amount of
such Tranche 4 Term Loan (it being agreed that the Borrower shall be obligated
to repay 100.0% of the principal amount of each such Tranche 4 Term Loan and
interest shall accrue on 100.0% of the principal amount of each such Tranche 4
Term Loan, in each case as provided hereunder and under the Restated Credit
Agreement). A Person shall become a Tranche 4 Term Lender and a Lender under the
Credit Agreement by executing and delivering to the Administrative Agent, on or
prior to the Amendment Effective Date, a signature page to this Amendment as a
“Tranche 4 Term Lender” setting forth the amount of Tranche 4 Term Loans that
such Person commits to make.  The “Tranche 4 Term Commitment” of any
Tranche 4 Term Lender will be the amount of the commitment set forth in its
signature page to this Amendment or such lesser amount as is allocated to it by
Citigroup Global Markets Inc. (“CGMI”) and notified
to it prior to the Amendment Effective Date.  The commitments of the
Tranche 4 Term Lenders are several and no Tranche 4 Term Lender shall
be responsible for any other Tranche 4 Term Lender’s failure to make
Tranche 4 Term Loans.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


     

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

     

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

     

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

     

    (iii)
The Administrative Agent shall have received a favorable legal opinion of each
of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
Borrower and (ii) Marc Strassler, General Counsel of the Borrower, in each
case addressed to the Administrative Agent and the Lenders under the Credit
Agreement, including the Tranche 4 Term Lenders, and dated the Amendment
Effective Date, in substantially the forms thereof delivered in connection with
the 2008 Amendment and Restatement Agreement, modified, however, to address the
Tranche 4 Term Loans and this Amendment, and covering such other matters
relating to the Loan Parties, the other Senior Loan Documents, the Senior
Collateral and the transactions contemplated hereby to occur on the Amendment
Effective Date as the Administrative Agent may reasonably request, and otherwise
reasonably satisfactory to the Administrative Agent.  The Borrower
hereby requests such counsel to deliver such opinions.

     

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

     

    (v)
The Administrative Agent shall have received a certificate, dated the Amendment
Effective Date and signed by a Financial Officer of the Borrower, certifying
that the representations and warranties set forth in Section 2.1 hereof are true
and correct as of the Amendment Effective Date.

     

    (vi)
The Administrative Agent shall have received a borrowing request in a form
acceptable to the Administrative Agent requesting that the Tranche 4 Term
Lenders make the Tranche 4 Term Loans to the Borrower on the Amendment Effective
Date.

     

    (vii)
After giving effect to the borrowing of the Tranche 4 Term Loans, the Borrowing
Base Amount on the Amendment Effective Date shall be no less than the sum of
(A) the aggregate principal amount of Loans outstanding on the Amendment
Effective Date and (B) the LC Exposure on the Amendment Effective
Date.  The

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


    Administrative
Agent shall have received a completed Borrowing Base Certificate dated the
Amendment Effective Date and signed by a Financial Officer.

    


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

     

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

     

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

     

    (a)  The
Administrative Agent (or its counsel) shall have received duly executed
counterparts hereof that, when taken together, bear the signatures of
(i) the Borrower, (ii) each Subsidiary Loan Party, (iii) each Tranche
4 Term Lender and (iv) the Administrative Agent.  The aggregate
amount of Tranche 4 Term Commitments shall not exceed $525,000,000.

     

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

     

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

     

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

     

    The
Administrative Agent shall notify the Borrower, the Tranche 4 Term Lenders and
the other Lenders of the Amendment Effective Date and such notice shall be
conclusive and binding.  Notwithstanding the foregoing, the amendment
effected hereby shall not become effective, and the obligations of the Tranche 4
Term Lenders hereunder to make Tranche 4 Term Loans will automatically
terminate, if each of the conditions set forth or referred to in
Sections 1.2(b) and 1.3 hereof has not been satisfied at or prior to
5:00 p.m., New York City time, on June 10, 2009.

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    


     

    ARTICLE
II

     

    Miscellaneous

     

    SECTION
2.1.  Representations and
Warranties.  (a)To induce the other parties hereto to enter
into this Amendment, the Borrower represents and warrants to each of the
Lenders, including the Tranche 4 Term Lenders, and the Administrative Agent
that, as of the Amendment Effective Date and after giving effect to the
transactions and amendments to occur on the Amendment Effective
Date:

     

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

     

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

     

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

     

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

     

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

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    


     

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

     

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

     

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


     

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

     

    
      
        	 	
                RITE
      AID CORPORATION,

                 

              
	 	
                by

              
	 	 
      	
                /s/
      Frank Vitrano

              
	 	 
      	
                Name:
      Frank Vitrano

              
	 	 
      	
                Title: Senior
      Executive Vice President, Chief Financial Officer and Chief Administrative
      Officer

              


      

    

    


    


    
      
        	 	
                EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE A HERETO,

                 

              
	 	
                by

              
	 	 
      	
                /s/
      Marc Strassler

              
	 	 
      	
                Name:
      Marc Strassler

              
	 	 
      	
                Title:
      Senior Vice President & Assistant

                Secretary

              


      

    

    


    
      
        	 	
                EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE B HERETO,

                 

              
	 	
                by

              
	 	 
      	
                /s/
      Marc Strassler

              
	 	 
      	
                Name:
      Marc Strassler

              
	 	 
      	
                Title:
      Authorized Signatory

              


      

    

    


    


    
      
        	 	
                CITICORP
      NORTH AMERICA, INC., 

                as
      Administrative Agent,

                 

              
	 	
                by

              
	 	 
      	
                   /s/
      Brendan MacKay

              
	 	 
      	
                Name:  Brendan
      MacKay

              
	 	 
      	
                Title:    Vice
      President

              


      

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    


    Tranche
4 Term Lender signature page to

    the
Refinancing Amendment No. 1 dated as of

    June  10,
2009 to the Rite Aid Credit Agreement

    


    
      	
              To
      approve the Amendment:

               

              Name
      of Tranche 4 Term Lender,

               

              CITIGROUP
      NORTH AMERICA, INC.

               

            	
              Tranche
      4 Term Commitment:

               

              $525,000,000

               

            
	
              by

            	 
      
	 
      	
                     /s/
      Brendan MacKay

            	 
      
	 
      	
              Name:
      Brendan Mackay

            	 
      
	 
      	
              Title:
      Vice President

            	 
      
	 
      	 
      	 
      


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    TERMS OF THE TRANCHE 4 TERM
LOANS

     

    


      
        
          
            	
                        
      Interest:

                  	
                    At
      the option of the Borrower, (a) Alternate Base Rate plus the Applicable
      Rate or (b) Adjusted LIBO Rate plus the Applicable Rate.

                     

                    For
      purposes of calculating interest in respect of any Tranche 4 Term Loan
      that is an ABR Loan, the Alternate Base Rate will be deemed to be 4.00%
      per annum on any day when the Alternate Base Rate would otherwise be less
      than 4.00%.

                     

                    For
      purposes of calculating interest in respect of any Tranche 4 Term
      Loan that is a Eurodollar Loan, the LIBO Rate in respect of any applicable
      Interest Period will be deemed to be  3.00% per annum if the
      LIBO Rate for such Interest Period calculated pursuant to the Credit
      Agreement would otherwise be less than 3.00% per annum.

                     

                    The
      “Applicable Rate” means, on any day, with respect to any ABR Tranche 4
      Term Loan, a rate per annum of 5.50% and, with respect to any Eurodollar
      Tranche 4 Term Loan, a rate per annum of 6.50%.

                     

                  
	
                       Tranche 4 Term
      Maturity Date:

                     

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

                     

                  
	
                        Amortization and
      Repayment of Tranche 4 Term Loans:

                     

                  	
                    The
      Borrower shall repay to the Administrative Agent for the ratable account
      of the Tranche 4 Term Lenders 0.25% of the initial aggregate principal
      amount of the Tranche 4 Term Loans on the last Business Day of each March,
      June, September and December, commencing on June 30, 2010.

                     

                    To
      the extent not previously paid, all Tranche 4 Term Loans shall be due and
      payable on the Tranche 4 Term Maturity Date.

                     

                     

                  
	
                        Call
      Protection:

                     

                  	
                    All
      prepayments of Tranche 4 Term Loans effected on or prior to (a) the first
      anniversary of the Amendment Effective Date shall be accompanied by a
      prepayment fee equal to 5.00% of the aggregate principal amount of such
      prepayment, (b) the second anniversary of the Amendment Effective Date
      shall be accompanied by a prepayment fee equal to 3.00% of the
      aggregate

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      
        
          	 
      	
                  principal
      amount of such prepayment and (c) the third anniversary of the Amendment
      Effective Date shall be accompanied by a prepayment fee equal to 1.00% of
      the aggregate principal amount of such prepayment.  Such fee
      shall be paid by the Borrower to the Administrative Agent, for the account
      of the Tranche 4 Term Lenders, on the date of such
    prepayment.

                


        

      

    

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
A

    


     

    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

               

            
	
               

              48.

               

            	
               

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

               

            


    

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      	
               

              49.

               

            	
               

              PDS-1
      Michigan, Inc.

               

            
	
               

              50.

               

            	
               

              Perry
      Distributors, Inc.

               

            
	
               

              51.

               

            	
               

              Perry
      Drug Stores, Inc.

               

            
	
               

              52.

               

            	
               

              PJC
      Dorchester Realty LLC

               

            
	
               

              53.

               

            	
               

              PJC
      East Lyme Realty LLC

               

            
	
               

              54.

               

            	
               

              PJC
      Haverhill Realty LLC

               

            
	
               

              55.

               

            	
               

              PJC
      Hermitage Realty LLC

               

            
	
               

              56.

               

            	
               

              PJC
      Hyde Park Realty LLC

               

            
	
               

              57.

               

            	
               

              PJC
      Lease Holdings, Inc.

               

            
	
               

              58.

               

            	
               

              PJC
      Manchester Realty LLC

               

            
	
               

              59.

               

            	
               

              PJC
      Mansfield Realty LLC

               

            
	
               

              60.

               

            	
               

              PJC
      New London Realty LLC

               

            
	
               

              61.

               

            	
               

              PJC
      of Cranston, Inc.

               

            
	
               

              62.

               

            	
               

              PJC
      of East Providence, Inc.

               

            
	
               

              63.

               

            	
               

              PJC
      of Massachusetts, Inc.

               

            
	
               

              64.

               

            	
               

              PJC
      of Rhode Island, Inc.

               

            
	
               

              65.

               

            	
               

              PJC
      of Vermont Inc.

               

            
	
               

              66.

               

            	
               

              P.J.C.
      of West Warwick, Inc.

               

            
	
               

              67.

               

            	
               

              PJC
      Peterborough Realty LLC

               

            
	
               

              68.

               

            	
               

              PJC
      Providence Realty LLC

               

            
	
               

              69.

               

            	
               

              PJC
      Realty MA, Inc.

               

            
	
               

              70.

               

            	
               

              PJC
      Realty N.E. LLC

               

            
	
               

              71.

               

            	
               

              PJC
      Revere Realty LLC

               

            
	
               

              72.

               

            	
               

              PJC
      Special Realty Holdings, Inc.

               

            
	
               

              73.

               

            	
               

              Ram-Utica,
      Inc.

               

            


    

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      	
               

              74.

               

            	
               

              RDS
      Detroit, Inc.

               

            
	
               

              75.

               

            	
               

              Read's
      Inc.

               

            
	
               

              76.

               

            	
               

              Rite
      Aid Drug Palace, Inc.

               

            
	
               

              77.

               

            	
               

              Rite
      Aid Hdqtrs. Corp.

               

            
	
               

              78.

               

            	
               

              Rite
      Aid of Alabama, Inc.

               

            
	
               

              79.

               

            	
               

              Rite
      Aid of Connecticut, Inc.

               

            
	
               

              80.

               

            	
               

              Rite
      Aid of Delaware, Inc.

               

            
	
               

              81.

               

            	
               

              Rite
      Aid of Florida, Inc.

               

            
	
               

              82.

               

            	
               

              Rite
      Aid of Georgia, Inc.

               

            
	
               

              83.

               

            	
               

              Rite
      Aid of Illinois, Inc.

               

            
	
               

              84.

               

            	
               

              Rite
      Aid of Indiana, Inc.

               

            
	
               

              85.

               

            	
               

              Rite
      Aid of Kentucky, Inc.

               

            
	
               

              86.

               

            	
               

              Rite
      Aid of Maine, Inc.

               

            
	
               

              87.

               

            	
               

              Rite
      Aid of Maryland, Inc.

               

            
	
               

              88.

               

            	
               

              Rite
      Aid of Massachusetts, Inc.

               

            
	
               

              89.

               

            	
               

              Rite
      Aid of Michigan, Inc.

               

            
	
               

              90.

               

            	
               

              Rite
      Aid of New Hampshire, Inc.

               

            
	
               

              91.

               

            	
               

              Rite
      Aid of New Jersey, Inc.

               

            
	
               

              92.

               

            	
               

              Rite
      Aid of New York, Inc.

               

            
	
               

              93.

               

            	
               

              Rite
      Aid of North Carolina, Inc.

               

            
	
               

              94.

               

            	
               

              Rite
      Aid of Ohio, Inc.

               

            
	
               

              95.

               

            	
               

              Rite
      Aid of Pennsylvania, Inc.

               

            
	
               

              96.

               

            	
               

              Rite
      Aid of South Carolina, Inc.

               

            
	
               

              97.

               

            	
               

              Rite
      Aid of Tennessee, Inc.

               

            
	
               

              98.

               

            	
               

              Rite
      Aid of Vermont, Inc.

               

            


    

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      	
               

              99.

               

            	
               

              Rite
      Aid of Virginia, Inc.

               

            
	
               

              100.

               

            	
               

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

               

            
	
               

              101.

               

            	
               

              Rite
      Aid of West Virginia, Inc.

               

            
	
               

              102.

               

            	
               

              Rite
      Aid Realty Corp.

               

            
	
               

              103.

               

            	
               

              Rite
      Aid Rome Distribution Center, Inc.

               

            
	
               

              104.

               

            	
               

              Rite
      Aid Services, L.L.C.

               

            
	
               

              105.

               

            	
               

              Rite
      Aid Transport, Inc.

               

            
	
               

              106.

               

            	
               

              RX
      Choice, Inc.

               

            
	
               

              107.

               

            	
               

              Seven
      Mile and Evergreen – Detroit, LLC

               

            
	
               

              108.

               

            	
               

              Silver
      Springs Road – Baltimore, Maryland/One, LLC

               

            
	
               

              109.

               

            	
               

              Silver
      Springs Road – Baltimore, Maryland/Two, LLC

               

            
	
               

              110.

               

            	
               

              State
      & Fortification Streets – Jackson, Mississippi, LLC

               

            
	
               

              111.

               

            	
               

              State
      Street and Hill Road – Gerard, Ohio, LLC

               

            
	
               

              112.

               

            	
               

              The
      Lane Drug Company

               

            
	
               

              113.

               

            	
               

              Thrift
      Drug Services, Inc.

               

            
	
               

              114.

               

            	
               

              Thrift
      Drug, Inc.

               

            
	
               

              115.

               

            	
               

              Thrifty
      Corporation

               

            
	
               

              116.

               

            	
               

              Thrifty
      PayLess, Inc.

               

            
	
               

              117.

               

            	
               

              Tyler
      and Sanders Roads, Birmingham - Alabama, LLC

               

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

    

     

    
      SCHEDULE
B



    


    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.