ex10-2.htm


    Exhibit
10.2

     

    EXECUTION
COPY

    
 

    SENIOR
LIEN INTERCREDITOR AGREEMENT

     

    Dated
as of

     

    June
12, 2009

     

    Among

     

    RITE
AID CORPORATION,

     

    THE
SUBSIDIARY GUARANTORS,

     

    CITICORP
NORTH AMERICA, INC.,

    as
Senior Collateral Agent,

     

    CITICORP
NORTH AMERICA, INC.,

    as
Authorized Representative under the Senior Credit Agreement,

     

    THE
BANK OF NEW YORK MELLON TRUST COMPANY

    as
Authorized Representative under the Initial Additional Senior Debt
Facility,

     

    and

     

    each
additional Authorized Representative from time to time party hereto

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SENIOR
LIEN INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, this
“Agreement”)
dated as of June 12, 2009, 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 24 of the Senior
Subsidiary Security Agreement (each such Subsidiary, individually a “Subsidiary
Guarantor”, and collectively, the “Subsidiary Guarantors”), CITICORP NORTH
AMERICA, INC., as senior collateral agent for the Senior Secured Parties (as
defined below) (in such capacity, as further defined herein, the “Senior Collateral
Agent”), CITICORP NORTH AMERICA, INC., as Senior Representative for the
Senior Loan Secured Parties (in such capacity and together with its successors
in such capacity, the “Administrative
Agent”), The Bank of New York Mellon Trust Company, N.A., as Senior
Representative for the Initial Additional Senior Debt Parties (in such capacity
and together with its successors in such capacity, the “Initial
Additional Senior Representative”), and each additional Senior
Representative from time to time party hereto for the Additional Senior Debt
Parties of the Series with respect to which it is acting in such
capacity.

     

    In
consideration of the mutual agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Senior Collateral Agent, the Administrative Agent (for itself
and on behalf of the Senior Loan Secured Parties), the Initial Additional Senior
Representative (for itself and on behalf of the Initial Additional Senior Debt
Parties) and each additional Senior Representative (for itself and on behalf of
the Additional Senior Debt Parties of the applicable Series) agree as
follows:

     

    ARTICLE
I

     

    Definitions

     

    SECTION
1.01  Construction;
Certain Defined Terms.

     

    (a)  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument, other document,
statute or regulation herein shall be construed as referring to such agreement,
instrument, other document, statute or regulation as from time to time amended,
supplemented or otherwise modified, (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, but shall
not be deemed to include the subsidiaries of such Person unless express
reference is made to such subsidiaries, (iii) the words “herein”, “hereof”
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,
(iv) all references herein to Articles, Sections and Annexes shall be
construed to refer to Articles, Sections and Annexes of this Agreement and
(v) unless otherwise expressly qualified herein, the words “asset”
and

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

     

    (b)  It
is the intention of the Senior Secured Parties of each Series that the holders
of Senior Obligations of such Series (and not the Senior Secured Parties of any
other Series) bear the risk of (i) any determination by a court of
competent jurisdiction that (x) any of the Senior Obligations of such
Series are unenforceable under applicable law or are subordinated to any other
obligations (other than another Series of Senior Obligations), (y) any of the
Senior Obligations of such Series do not have an enforceable security interest
in any of the Senior Collateral securing any other Series of Senior Obligations
and/or (z) any intervening security interest exists securing any other
obligations (other than another Series of Senior Obligations) on a basis ranking
prior to the security interest of such Series of Senior Obligations but junior
to the security interest of any other Series of Senior Obligations or
(ii) the existence of any Senior Collateral for any other Series of Senior
Obligations that is not Shared Collateral (any such condition referred to in the
foregoing clauses (i) or (ii) with respect to any Series of Senior
Obligations, an “Impairment”
of such Series).  In the event of any Impairment with respect to any
Series of Senior Obligations, the results of such Impairment shall be borne
solely by the holders of such Series of Senior Obligations, and the rights of
the holders of such Series of Senior Obligations (including, without limitation,
the right to receive distributions in respect of such Series of Senior
Obligations pursuant to Section 2.01) set forth herein shall be modified to
the extent necessary so that the effects of such Impairment are borne solely by
the holders of the Series of such Senior Obligations subject to such
Impairment.  Additionally, in the event the Senior Obligations of any
Series are modified pursuant to applicable law (including, without limitation,
pursuant to Section 1129 of the Bankruptcy Code), any reference to such
Senior Obligations or the Senior Debt Documents governing such Senior
Obligations shall refer to such obligations or such documents as so
modified.

     

    (c)  Capitalized
terms used but not otherwised defined herein shall have the meanings set forth
in the Senior Credit Agreement, including the Definitions Annex thereto. As used
in this Agreement, the following terms have the meanings specified
below:

     

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

     

    “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 (A) the Collateral Trust and Intercreditor Agreement pursuant to, and by
satisfying the conditions set forth in, Section 8.12 thereof and (B) this
Agreement as the Initial Additional Senior Representative or pursuant to, and by
satisfying the conditions set forth in, Section 5.02(c)
hereof.  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 (which shall include
the Initial Additional Senior Debt Facility if such series of Additional Senior
Debt is the first series of Additional Senior Debt), 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).

     

    “Administrative
Agent” shall have the meaning assigned to such term in the introductory
paragraph of this Agreement.

     

    “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.

     

    “Agreement”
shall have the meaning assigned to such term in the introductory paragraph of
this Agreement.

     

    “Applicable
Authorized Representative” means, with respect to any
Shared Collateral, (i) until the Senior Loan Obligation Payment Date, the
Administrative

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Agent
and (ii) from and after the Senior Loan Obligation Payment Date, the Major
Additional Senior Representative.

     

    “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 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.

     

    “Authorized
Representative” means (i) in the case of any Senior Loan Obligations
or the Senior Loan Secured Parties, the Administrative Agent, (ii) in the
case of the Initial Additional Senior Debt Obligations or the Initial Additional
Senior Debt Parties, the Initial Additional Senior Representative and
(iii) in the case of any Series of Additional Senior Debt Obligations or
Additional Senior Debt Parties that become subject to this Agreement after the
date hereof, the Senior Representative named for such Series in the applicable
Joinder Agreement.

     

    “Bankruptcy
Code” shall mean Title 11 of the United States Code, as
amended.

     

    “Bankruptcy
Law” shall mean the Bankruptcy Code and any similar Federal, state or
foreign law for the relief of debtors.

     

    “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.

     

    “Borrower”
means Rite Aid.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “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.

     

    “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.

     

    “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.

     

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

     

    “Citibank”
means Citibank, N.A.

     

    “Citibank
Concentration Account” shall have the meaning assigned to such term in
the Senior Subsidiary Security Agreement.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “CNAI”
means Citicorp North America, Inc.

     

    “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.

     

    “Controlling
Secured Parties” means, with respect to any Shared Collateral, the Series
of Senior Secured Parties whose Senior Representative is the Applicable
Authorized Representative for such Shared Collateral.

     

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

     

    “DIP
Financing” shall have the meaning assigned to such term in
Section 2.05(b).

     

    “DIP Financing
Liens” shall have the meaning assigned to such term in
Section 2.05(b).

     

    “DIP
Lenders” shall have the meaning assigned to such term in
Section 2.05(b).

     

    “Effective
Date” means June 27, 2001.

     

    “Equity
Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person.

     

    “Event of
Default” means an “Event of Default” as defined in the Senior Credit
Agreement or any Additional Senior Debt Facility and, at any time when the
Collateral Trust and Intercreditor Agreement remains in effect, shall also
include any “Event of Default” as defined in any Second Priority Debt
Facility.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “GAAP”
means generally accepted accounting principles in the United States of
America.

     

    “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    “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 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.

     

    “Hedging
Agreement” means any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing
transactions.

     

    “Impairment”
shall have the meaning assigned to such term in
Section 1.01(b).

     

    “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.

     

    “Initial
Additional Senior Debt Facility” means that certain Indenture dated as of
June 12, 2009, among Rite Aid, the Subsidiary Guarantors identified therein and
The Bank of New York Mellon Trust Company, N.A., as trustee.

     

    “Initial
Additional Senior Debt Obligations” means the Additional Senior Debt
Obligations pursuant to the Initial Additional Senior Debt
Facility.

     

    “Initial
Additional Senior Debt Parties” means the holders of any Initial
Additional Senior Debt Obligations and the Initial Additional Senior
Representative.

     

    “Initial
Additional Senior Representative” shall have the meaning assigned to such
term in the introductory paragraph to this Agreement.

     

    “Insolvency or
Liquidation Proceeding” means:

     

    (a)  any
case commenced by or against Rite Aid or any Subsidiary Guarantor under any
Bankruptcy Law, any other proceeding for the reorganization, recapitalization or
adjustment or marshalling of the assets or liabilities of Rite Aid or any
Subsidiary Guarantor, any receivership or assignment for the benefit of
creditors relating to Rite Aid or any Subsidiary Guarantor or any similar case
or proceeding relative to Rite Aid or any Subsidiary Guarantor or its creditors,
as such, in each case whether or not voluntary; or

     

    (b)  any
liquidation, dissolution, marshalling of assets or liabilities or other winding
up of or relating to Rite Aid or any Subsidiary Guarantor, in each case whether
or not voluntary and whether or not involving bankruptcy or insolvency, except
for any liquidation or dissolution permitted under the Senior Debt
Documents.

     

    “Intervening
Creditor” shall have the meaning assigned to such term in
Section 2.01(a).

     

    “Joinder
Agreement” means the documents required to be delivered by a Senior
Representative to the Senior Collateral Agent pursuant to Section 5.13 in
order to establish an additional Series of Senior Obligations and Senior Secured
Parties hereunder.

     

    “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

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


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

     

    “Loan
Parties” means the Borrower and the Subsidiary Loan Parties.

     

    “Loans”
means the loans made by the Lenders to the Borrower pursuant to the Senior
Credit Agreement (including, unless the context otherwise requires, Other
Revolving Loans and Other Term Loans).

     

    “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;

     

    (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; and

     

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

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “Non-Controlling
Authorized Representative” means, at any time with respect to any Shared
Collateral, any Authorized Representative that is not the Applicable Authorized
Representative at such time with respect to such Shared Collateral.

     

    “Non-Controlling
Secured Parties” means, with respect to any Shared Collateral, the Senior
Secured Parties that are not Controlling Secured Parties with respect to such
Shared Collateral.

     

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

     

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

     

    “Permitted First
Priority Debt” means any Indebtedness incurred by the Borrower and
Guaranteed by the Subsidiary Guarantors pursuant to the Senior Subsidiary
Guarantee Agreement and not Guaranteed by any other Subsidiary which is secured
by the Senior Collateral pursuant to the Senior Collateral Documents on a pari passu basis (but without
regard to control of remedies) with the Senior Loan Obligations and is not
secured by any other assets of the Borrower or any Subsidiary; 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, (b) such Indebtedness constitutes Refinancing Indebtedness in
respect of Term Loans or other Loans, Revolving Commitments or Other Revolving
Commitments, Permitted First Priority Debt incurred pursuant to
Section 6.01(a)(i) of the  Senior Credit Agreement or any
combination of the foregoing, (c) such Indebtedness has a later maturity
and a longer weighted average life than the Refinanced Debt (as defined in
“Refinancing
Indebtedness”) in respect of which such Indebtedness is Refinancing
Indebtedness, (d) such Indebtedness bears an interest rate not in excess of
the market interest rate with respect to such type of Indebtedness as of the
time of its issuance or incurrence, (e) at the option of the Borrower, such
Indebtedness may contain market call and make-whole provisions as of the time of
its issuance or incurrence, (f) the senior management of the Borrower determines
in good faith that such Indebtedness contains covenants (including with respect
to amortization and convertibility) and events of default on market terms and
(g) the Representative for the holders of such Indebtedness shall have
become party to (i) the Collateral Trust and Intercreditor Agreement
pursuant to, and by satisfying the conditions set forth in, Section 8.12
thereof and (ii) this Agreement as the Initial Additional Senior Representative
or pursuant to, and by satisfying the conditions set forth in,
Section 5.02(c) hereof.  Permitted First Priority 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.

     

    “Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.

     

    “Possessory
Collateral” means any Shared Collateral in the possession of the Senior
Collateral Agent (or its agents or bailees), to the extent that possession
thereof

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    perfects
a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory
Collateral includes any Certificated Securities, Promissory Notes, Instruments,
and Chattel Paper, in each case, delivered to or in the possession of the Senior
Collateral Agent under the terms of the Senior Collateral Documents. All
capitalized terms used in this definition and not defined elsewhere in this
Agreement have the meanings assigned to them in the UCC.

     

    “Proceeds”
shall have the meaning assigned to such term in Section 2.01.

     

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

     

    “Reduction
Event” means any
Asset Sale or Casualty/Condemnation.

     

    “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.

     

    “Related
Parties” means, with respect to any specified Person, such Person’s
Affiliates and the directors, officers, employees, agents, trustees and advisors
of such Person and such Person’s Affiliates.

     

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

     

    “Rite Aid”
shall have the meaning assigned to such term in the introductory paragraph of
this Agreement.

     

    “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 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 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
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.

     

    “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 Class
Debt” shall have
the meaning assigned to such term in Section 5.13.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “Senior Class Debt
Parties” shall
have the meaning assigned to such term in Section 5.13.

     

    “Senior Class Debt
Representative”
shall have the meaning assigned to such term in Section 5.13.

     

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

     

    “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 this
Agreement.

     

    “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, this
Agreement (upon and after the initial execution and delivery hereof by the
initial parties hereto) 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, 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
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.

     

    “Series”
means (a) with respect to the Senior Secured Parties, each of (i) the
Senior Loan Secured Parties (in their capacities as such), (ii) the Initial
Additional Senior Debt Parties (in their capacities as such) and (iii) the
Additional Senior Debt Parties that become subject to this Agreement after the
date hereof that are represented by a common Authorized Representative (in its
capacity as such for such Additional Senior Debt Parties) and (b) with
respect to any Senior Obligations, each of (i) the Senior Loan Obligations,
(ii) the Initial Additional Senior Debt Obligations and (iii) the
Additional Senior Debt Obligations incurred pursuant to any Additional Senior
Debt Facility, which pursuant to any Joinder Agreement, are to be represented
hereunder by a common Authorized Representative (in its capacity as such for
such Additional Senior Debt Obligations).

     

    “Shared
Collateral” means, at any time, Senior Collateral in which the holders of
two or more Series of Senior Obligations (or their respective Authorized
Representatives) hold a valid and perfected security interest at such
time.  If more than two Series of Senior Obligations are outstanding
at any time and the holders of fewer

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    than
all Series of Senior Obligations hold a valid and perfected security interest in
any Senior Collateral at such time, then such Senior Collateral shall constitute
Shared Collateral for those Series of Senior Obligations the holders of which
hold a valid and perfected security interest in such Senior Collateral at such
time and shall not constitute Shared Collateral for any Series of Senior
Obligations the holders of which do not have a valid and perfected security
interest in such Senior Collateral at such time.  Notwithstanding the
foregoing, all cash and cash equivalents that secure the Senior Loan
Obligations, or are otherwise held by the Senior Lenders, the Administrative
Agent or the Senior Collateral Agent, pursuant to Section 2.05(j) of the Senior
Credit Agreement shall be deemed not to constitute Shared Collateral until
applied pursuant to Section 2.05(j) of the Senior Credit Agreement to satisfy
any Senior Obligations other than Senior Obligations in respect of LC
Disbursements or other LC Exposure.

     

    “Store”
means any retail store (which may include any real property, fixtures,
equipment, inventory and script files related thereto) operated, or to be
operated, by any Subsidiary Loan Party.

     

    “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” 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 their 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 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).

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “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.

     

    ARTICLE
II

     

    Priorities
and Agreements with Respect to Shared Collateral

     

    SECTION
2.01   Priority of
Claims.

     

    (a)  Anything
contained herein or in any of the Senior Debt Documents to the contrary
notwithstanding (but subject to Sections 1.01(b) and 2.01(d) and (e)), if
an Event of Default has occurred and is continuing, and the Senior Collateral
Agent or any Senior Secured Party is taking action to enforce rights in respect
of any Shared Collateral, or any distribution is made in respect of any Shared
Collateral in any Bankruptcy Proceeding of any Subsidiary Guarantor or any
Senior Secured Party receives any payment pursuant to any intercreditor
agreement (other than this Agreement) with respect to any Shared Collateral, the
proceeds of any sale, collection or other liquidation of any such Senior
Collateral by any Senior Secured Party or received by the Senior Collateral
Agent or any Senior Secured Party pursuant to any such intercreditor agreement
with respect to such Shared Collateral and proceeds of any such distribution
(subject, in the case of any such distribution, to the sentence immediately
following) to which the Senior Obligations are entitled under any intercreditor
agreement (other than this Agreement) (all proceeds of any sale, collection or
other liquidation of any Senior Collateral and all proceeds of any such
distribution being collectively referred to as “Proceeds”),
shall be applied (i) at any time when the Collateral Trust and Intercreditor
Agreement remains in effect, as provided in Section 4.01 of the Collateral Trust
and Intercreditor Agreement, and (ii) at any other time, (A) FIRST, to the
fees and expenses of, and reimbursements and indemnification owed to, the Senior
Collateral Agent pursuant to the Senior Subsidiary Security Agreement and the
Senior Credit Agreement that are unpaid as of the applicable date of receipt of
such proceeds, and to any Senior Secured Party which has theretofore advanced or
paid any such fees and expenses of, and reimbursements and indemnification owed
to, the Senior Collateral Agent in an amount equal to the amount thereof so
advanced or paid by such Senior Secured Party pro rata based on the amount of
such fees, expenses, reimbursements and indemnifications (or such advances or
payment), (B) SECOND, to reimburse any amounts owing to the Senior Collateral
Agent pursuant to Section 8.03 of the Senior Subsidiary Security Agreement, (C)
THIRD, subject to Sections 1.01(b) and 2.01(d) and (e), to the payment of
the Senior Obligations then due and owing, pro rata based on the amount of
Senior Obligations then due and owing (after giving effect to any payments
previously made under this Section), until the Senior Obligation Payment Date,
and (D) FOURTH, 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.
Notwithstanding the foregoing, with respect to any Shared Collateral for which a
third party (other than a Senior Secured Party) has a lien or security interest
that is junior in priority to the security interest of any Series of Senior
Obligations but senior (as determined by appropriate legal proceedings in the
case of any dispute) to the security

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    interest
of any other Series of Senior Obligations (such third party an “Intervening
Creditor”), the value of any Shared Collateral or Proceeds which are
allocated to such Intervening Creditor shall be deducted on a ratable basis
solely from the Shared Collateral or Proceeds to be distributed in respect of
the Series of Senior Obligations with respect to which such third party lien or
security interest exists.

     

    (b)  It
is acknowledged that the Senior Obligations of any Series may, subject to the
limitations set forth in the then extant Senior Debt Documents and the Second
Priority Debt Documents, be increased, extended, renewed, replaced, restated,
supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or
modified from time to time, all without affecting the priorities set forth in
Section 2.01(a) or the provisions of this Agreement defining the relative
rights of the Senior Secured Parties of any Series.

     

    (c)  Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection of
any Liens securing any Series of Senior Obligations granted on the Shared
Collateral and notwithstanding any provision of the Uniform Commercial Code of
any jurisdiction, or any other applicable law or the Senior Debt Documents or
any defect or deficiencies in the Liens securing the Senior Obligations of any
Series or any other circumstance whatsoever (but, in each case, subject to
Sections 1.01(b) and 2.01(d) and (e)), each Senior Secured Party
hereby agrees that the Liens securing each Series of Senior Obligations on any
Shared Collateral shall be pari passu and of equal
priority and nothing contained in this Agreement shall affect the priority of
the Second Priority Liens set forth in the Collateral Trust and Intercreditor
Agreement or any other rights of or obligations owed to a Second Priority Debt
Party (in its capacity as such) contained in the Collateral Trust and
Intercreditor Agreement or otherwise.

     

    (d)  Notwithstanding
anything in this Agreement or the other Senior Collateral Documents to the
contrary, (i) any Shared Collateral consisting of cash or cash equivalents
that secure the Senior Loan Obligations or are otherwise held by the Senior
Lenders, the Administrative Agent or the Senior Collateral Agent pursuant to
Section 2.05(j) of the Senior Credit Agreement shall be applied as
specified in such Section of the Senior Credit Agreement and (ii) 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 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 Senior Collateral shall be applied in accordance with
the provisions of Section 2.01(a).

     

    (e)  In
the event that Rite Aid or any of its Subsidiaries shall at any time, or from
time to time (but in the case of any sale or disposition of Senior Collateral,
only prior to the occurrence of a Triggering Event), receive any Net Cash
Proceeds of any Reduction Event (other than Net Cash Proceeds required by the
Senior Credit Agreement to be applied to prepay Revolving Borrowings, Other
Revolving Borrowings or Swingline Loans (without permanent reductions of related
lending commitments) at any time when the Revolver Availability is less than the
amount specified in Section 2.11(c)

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    of
the Senior Credit Agreement or during a Cash Sweep Period), an amount equal to
such Net Cash Proceeds 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, the other
Senior Debt Documents, be applied to Reductions to the Senior 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.  In the event Rite Aid 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 are attributable to
Senior Collateral, such Net Cash Proceeds shall be subject to and applied in
accordance with the provisions of Section 2.01(a).

     

    SECTION
2.02   Actions With
Respect to Shared Collateral; Prohibition on Contesting
Liens.

     

    (a)  With
respect to any Shared Collateral, (i) only the Senior Collateral Agent (and
the Administrative Agent, as set forth in Section 2.01(d)) shall act or refrain
from acting with respect to the Shared Collateral (including with respect to any
intercreditor agreement with respect to any Shared Collateral), and then (in the
case of the Senior Collateral Agent) only on the instructions of the Applicable
Authorized Representative, (ii) the Senior Collateral Agent shall not
follow any instructions with respect to such Shared Collateral (including with
respect to any intercreditor agreement with respect to any Shared Collateral)
from any Non-Controlling Authorized Representative (or any other Senior Secured
Party other than the Applicable Authorized Representative and the Controlling
Secured Parties) and (iii) no Non-Controlling Authorized Representative or
other Senior Secured Party (other than the Applicable Authorized Representative
and the Controlling Secured Parties) shall or shall instruct the Senior
Collateral Agent to, commence any 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, exercise any right, remedy or power with respect to, or otherwise take any
action to enforce its security interest in or realize upon, or take any other
action available to it in respect of, any Shared Collateral (including with
respect to any intercreditor agreement with respect to any Shared Collateral),
whether under any Senior Collateral Document, applicable law or otherwise, it
being agreed that only the Senior Collateral Agent, acting on the instructions
of the Applicable Authorized Representative and in accordance with the
applicable Senior Collateral Documents, shall be entitled to take any such
actions or exercise any such remedies with respect to Shared Collateral.
Notwithstanding the equal priority of the Liens, the Senior Collateral Agent
(acting on the instructions of the Applicable Authorized Representative) may
deal with the Shared Collateral without regard to the equal priority Lien of the
Non-Controlling Secured Parties on such Senior Collateral. No Non-Controlling
Authorized Representative or Non-Controlling Secured Party will contest, protest
or object to any foreclosure proceeding or action brought by the Senior
Collateral Agent, Applicable Authorized Representative or Controlling Secured
Party or any other exercise by the Senior Collateral Agent, Applicable
Authorized Representative

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    or
Controlling Secured Party of any rights and remedies relating to the Shared
Collateral, or to cause the Senior Collateral Agent to do so. The foregoing
shall not be construed to limit the rights and priorities of any Senior Secured
Party, Senior Collateral Agent or Authorized Representative with respect to any
collateral not constituting Shared Collateral.

     

    (b)  Each
of the Authorized Representatives agrees that it will not accept any Lien on any
collateral for the benefit of any Series of Senior Obligations (other than funds
deposited for the discharge or defeasance of any Additional Senior Debt
Facility) other than pursuant to the Senior Collateral Documents and pursuant to
Section 2.05(j) of the Senior Credit Agreement or, after the Senior Loan
Obligation Payment Date, any equivalent provision of any other Senior Facility,
and by executing this Agreement (or a Joinder Agreement), each Authorized
Representative and the Series of Senior Secured Parties for which it is acting
hereunder agree to be bound by the provisions of this Agreement and the other
Senior Collateral Documents applicable to it.

     

    (c)  Each
of the Senior Secured Parties agrees that it will not (and hereby waives any
right to) question or contest or support any other Person in questioning or
contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the perfection, priority, validity, attachment, or enforceability
of a Lien held by or on behalf of any of the Senior Secured Parties in all or
any part of the Senior Collateral, or the provisions of this Agreement; provided that nothing
in this Agreement shall be construed to prevent or impair the rights of any of
the Senior Collateral Agent or any Authorized Representative to enforce this
Agreement.

     

    SECTION
2.03  No Interference;
Payment Over.

     

    (a)  Each
Senior Secured Party agrees that (i) it will not challenge or question in
any proceeding the validity or enforceability of any Senior Obligations of any
Series or any Senior Collateral Document or the validity or enforceability of
the priorities, rights or duties established by or other provisions of this
Agreement; (ii) it will not take or cause to be taken any action the
purpose or intent of which is, or could be, to interfere, hinder or delay, in
any manner, whether by judicial proceedings or otherwise, any sale, transfer or
other disposition of the Shared Collateral by the Senior Collateral Agent,
(iii) except as provided in Section 2.02, it shall have no right to
(A) direct the Senior Collateral Agent or any other Senior Secured Party to
exercise any right, remedy or power with respect to any Shared Collateral
(including pursuant to any intercreditor agreement) or (B) consent to the
exercise by the Senior Collateral Agent or any other Senior Secured Party of any
right, remedy or power with respect to any Shared Collateral, (iv) it will
not institute any suit or assert in any suit, bankruptcy, insolvency or other
proceeding any claim against the Senior Collateral Agent or any other Senior
Secured Party seeking damages from or other relief by way of specific
performance, instructions or otherwise with respect to any Shared Collateral,
and none of the Senior Collateral Agent, any Applicable Authorized
Representative or any other Senior Secured Party shall be liable for any action
taken or omitted to be taken by the Senior Collateral Agent, such Applicable
Authorized Representative or other Senior Secured Party with respect to any
Shared Collateral in accordance with the provisions of this Agreement,
(v) it will not

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    seek,
and hereby waives any right, to have any Shared Collateral or any part thereof
marshaled upon any foreclosure or other disposition of such Senior Collateral
and (vi) it will not attempt, directly or indirectly, whether by judicial
proceedings or otherwise, to challenge the enforceability of any provision of
this Agreement; provided that nothing
in this Agreement shall be construed to prevent or impair the rights of any of
the Senior Collateral Agent or any other Senior Secured Party to enforce this
Agreement.

     

    (b)  Each
Senior Secured Party whose Senior Obligations arise under any Senior Facility
hereby agrees that if it shall obtain possession of any Shared Collateral or
shall realize any proceeds or payment in respect of any such Shared Collateral
pursuant to any Senior Collateral Document or by the exercise of any rights
available to it under applicable law or in any Insolvency or Liquidation
Proceeding or through any other exercise of remedies (including pursuant to any
intercreditor agreement) at any time prior to the Senior Obligation Payment Date
(determined, solely for this purpose, as if such Senior Facility did not exist),
then it shall hold such Shared Collateral, proceeds or payment in trust for the
other Senior Secured Parties and promptly transfer such Shared Collateral,
proceeds or payment, as the case may be, to the Senior Collateral Agent, to be
distributed in accordance with the provisions of Section 2.01.

     

    SECTION
2.04  Automatic Release
of Liens; Amendments to Senior Collateral Documents.

     

    (a)  If,
at any time the Senior Collateral Agent forecloses upon or otherwise exercises
remedies against any Shared Collateral resulting in a sale or disposition
thereof, then (whether or not any Insolvency or Liquidation Proceeding is
pending at the time) the Liens in favor of the Senior Collateral Agent for the
benefit of each Series of Senior Secured Parties upon such Shared Collateral
will automatically be released and discharged; provided that any
proceeds of any Shared Collateral realized therefrom shall be applied pursuant
to Section 2.01 and the Senior Subsidiary Security Agreement.

     

    (b)  Each
Senior Secured Party agrees that the Senior Collateral Agent may enter into any
amendment (and, upon request by the Senior Collateral Agent, each Authorized
Representative shall sign a consent to such amendment) to any Senior Collateral
Document, so long as the Senior Collateral Agent receives a certificate of Rite
Aid stating that such amendment is permitted by the terms of each then extant
Senior Debt Document.  Additionally, each Senior Secured Party agrees
that the Senior Collateral Agent may enter into any amendment (and, upon request
by the Senior Collateral Agent, each Authorized Representative shall sign a
consent to such amendment) to any Senior Collateral Document solely as such
Senior Collateral Document relates to a particular Series of Senior Obligations
so long as (x) such amendment is in accordance with the Senior Debt
Document pursuant to which such Series of Senior Obligations was incurred and
(y) such amendment does not adversely affect the Senior Secured Parties of
any other Series.  Notwithstanding the foregoing, no amendment to any
Senior Collateral Document entered into by the Senior Collateral Agent pursuant
to this Section 2.04(b) will (i) release all or substantially all of the Senior
Collateral from the Liens under the Senior Collateral Documents without the
written

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    consent
of each Authorized Representative or (ii) change the pro rata application of the
proceeds of the Senior Collateral required by Section 7.03 of the Senior
Subsidiary Security Agreement.

     

    (c)  Each
Authorized Representative agrees to execute and deliver (at the sole cost and
expense of the Subsidiary Guarantors) all such authorizations and other
instruments as shall reasonably be requested by the Senior Collateral Agent to
evidence and confirm any release of Shared Collateral or amendment to any Senior
Collateral Document provided for in this Section.

     

    SECTION
2.05  Certain
Agreements With Respect to Bankruptcy or Insolvency
Proceedings.

     

    (a)  This
Agreement shall continue in full force and effect notwithstanding the
commencement of any Bankruptcy Proceeding by or against Rite Aid or any of its
subsidiaries.

     

    (b)  If
Rite Aid or any Subsidiary Guarantor shall become subject to a Bankruptcy Proceeding
and shall, as debtor(s)-in-possession, move for approval of financing (“DIP
Financing”) to be provided by one or more lenders (the “DIP
Lenders”) under Section 364 of the Bankruptcy Code or any equivalent
provision of any other Bankruptcy Law or the use of cash Senior Collateral under
Section 363 of the Bankruptcy Code or any equivalent provision of any other
Bankruptcy Law, each Senior Secured Party agrees that it will raise no objection
to any such financing or to the Liens on the Shared Collateral securing the same
(“DIP
Financing Liens”) or to any use of cash Senior Collateral that
constitutes Shared Collateral, unless any Controlling Secured Party, or an
Authorized Representative of any Controlling Secured Party, shall then oppose or
object to such DIP Financing or such DIP Financing Liens or use of cash Senior
Collateral (and (i) to the extent that such DIP Financing Liens are senior
to the Liens on any such Shared Collateral for the benefit of the Controlling
Secured Parties, each Non-Controlling Secured Party will subordinate its Liens
with respect to such Shared Collateral on the same terms as the Liens of the
Controlling Secured Parties (other than any Liens of any Senior Secured Parties
constituting DIP Financing Liens) are subordinated thereto, and (ii) to the
extent that such DIP Financing Liens rank pari passu with the Liens on
any such Shared Collateral granted to secure the Senior Obligations of the
Controlling Secured Parties, each Non-Controlling Secured Party will confirm the
priorities with respect to such Shared Collateral as set forth herein), in each
case so long as (A) the Senior Secured Parties of each Series retain the
benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders,
including proceeds thereof arising after the commencement of such proceeding,
with the same priority vis-a-vis all the other Senior Secured Parties (other
than any Liens of the Senior Secured Parties constituting DIP Financing Liens)
as existed prior to the commencement of the Bankruptcy Proceeding, (B) the
Senior Secured Parties of each Series are granted Liens on any additional Senior
Collateral pledged to any Senior Secured Parties as adequate protection or
otherwise in connection with such DIP Financing or use of cash Senior
Collateral, with the same priority vis-a-vis the Senior Secured Parties as set
forth in this Agreement, (C) if any amount of such DIP Financing or cash
collateral is applied to repay any of the Senior

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Obligations,
such amount is applied pursuant to Section 2.01, and (D) if any Senior
Secured Parties are granted adequate protection, including in the form of
periodic payments, in connection with such DIP Financing or use of cash
collateral, the proceeds of such adequate protection is applied pursuant to
Section 2.01; provided that the
Senior Secured Parties of each Series shall have a right to object to the grant
of a Lien to secure the DIP Financing over any collateral subject to Liens in
favor of the Senior Secured Parties of such Series or its Authorized
Representative that shall not constitute Shared Collateral; and provided, further, that the
Senior Secured Parties receiving adequate protection shall not object to any
other Senior Secured Party receiving adequate protection comparable to any
adequate protection granted to such Senior Secured Parties in connection with a
DIP Financing or use of cash collateral.  This Section shall not
affect the priority of the Second Priority Liens set forth in the Collateral
Trust and Intercreditor Agreement or any other rights of a Second Priority Debt
Party (in its capacity as such) contained in the Collateral Trust and
Intercreditor Agreement or otherwise.

     

    SECTION
2.06  Reinstatement.
In the event that any of the Senior Obligations shall be paid in full and such
payment or any part thereof shall subsequently, for whatever reason (including
an order or judgment for disgorgement of a preference under Title 11 of the
United States Code, or any similar law, or the settlement of any claim in
respect thereof), be required to be returned or repaid, the terms and conditions
of this Article II shall, subject to the provisions of
Section 1.01(b), be fully applicable thereto until all such Senior
Obligations shall again have been paid in full in cash.

     

    SECTION
2.07  Insurance.
As between the Senior Secured Parties, the Senior Collateral Agent, acting at
the direction of the Applicable Authorized Representative, shall have the right,
to the extent authorized by the Senior Subsidiary Security Agreement, to adjust
or settle any insurance policy or claim covering or constituting Shared
Collateral in the event of any loss thereunder and to approve any award granted
in any condemnation or similar proceeding affecting the Shared
Collateral.

     

    SECTION
2.08  Refinancings.
The Senior Obligations of any Series may be Refinanced, in whole or in part,
with other Senior Obligations, in each case, without notice to, or the consent
(except to the extent a consent is otherwise required to permit the refinancing
transaction under any Senior Debt Document) of any Senior Secured Party of any
other Series, all without affecting the priorities provided for herein or the
other provisions hereof; provided that the
Authorized Representative of the holders of any such Refinancing indebtedness
shall have executed a Joinder Agreement on behalf of the holders of such
Refinancing indebtedness.

     

    SECTION
2.09  Possessory
Collateral Agent as Gratuitous Bailee for Perfection.

     

    (a)  The
Senior Collateral Agent agrees to hold any Shared Collateral constituting
Possessory Collateral that is part of the Senior Collateral in its possession or
control (or in the possession or control of its agents or bailees) as gratuitous
bailee for the benefit of each other Senior Secured Party solely for the purpose
of perfecting the security interest granted in such Possessory Collateral, if
any, pursuant to the applicable

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Senior
Collateral Documents, in each case, subject to the terms and conditions of this
Section 2.09. Pending delivery to the Senior Collateral Agent, each other
Authorized Representative agrees to hold any Shared Collateral constituting
Possessory Collateral, from time to time in its possession, as gratuitous bailee
for the benefit of each other Senior Secured Party, solely for the purpose of
perfecting the security interest granted in such Possessory Collateral, if any,
pursuant to the applicable Senior Collateral Documents, in each case, subject to
the terms and conditions of this Section 2.09.

     

    (b)  The
duties or responsibilities of the Senior Collateral Agent and each other
Authorized Representative under this Section 2.09 shall be limited solely
to holding any Shared Collateral constituting Possessory Collateral as
gratuitous bailee for the benefit of each other Senior Secured Party for
purposes of perfecting the Lien held by such Senior Secured Parties
therein.

     

    ARTICLE
III

     

    Existence
and Amounts of Liens and Obligations

     

    Whenever
the Senior Collateral Agent or any Authorized Representative shall be required,
in connection with the exercise of its rights or the performance of its
obligations hereunder, to determine the existence or amount of any Senior
Obligations of any Series, or the Shared Collateral subject to any Lien securing
the Senior Obligations of any Series, it may request that such information be
furnished to it in writing by each other Authorized Representative and shall be
entitled to make such determination on the basis of the information so
furnished; provided, however, that if an
Authorized Representative shall fail or refuse reasonably promptly to provide
the requested information, the requesting Senior Collateral Agent or Authorized
Representative shall be entitled to make any such determination by such method
as it may, in the exercise of its good faith judgment, determine, including by
reliance upon a certificate of Rite Aid.  The Senior Collateral Agent
and each Authorized Representative may rely conclusively, and shall be fully
protected in so relying, on any determination made by it in accordance with the
provisions of the preceding sentence (or as otherwise directed by a court of
competent jurisdiction) and shall have no liability to any Subsidiary Guarantor,
any Senior Secured Party or any other person as a result of such
determination.

     

    ARTICLE
IV

     

    The
Senior Collateral Agent

     

    SECTION
4.01  Appointment and
Authority.

     

    (a)  Each
Senior Representative, on behalf of the Senior Secured Parties represented by
it, hereby irrevocably appoints Citicorp North America, Inc. (and any successor
thereto as Senior Collateral Agent pursuant to the definition of the term
“Senior Collateral Agent”) to act on its behalf as the Senior Collateral Agent
hereunder and under each of the other Senior Collateral Documents and authorizes
the Senior Collateral Agent to take such actions on its behalf and to exercise
such powers as are delegated to the

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Senior
Collateral Agent by the terms hereof or thereof, including for purposes of
acquiring, holding and enforcing any and all Liens on Senior Collateral granted
by any Subsidiary Guarantor to secure any of the Senior Obligations, together
with such powers and discretion as are reasonably incidental thereto. In this
connection, the Senior Collateral Agent and any co-agents, sub-agents and
attorneys-in-fact appointed by the Senior Collateral Agent pursuant to Section
4.05 for purposes of holding or enforcing any Lien on the Senior Collateral (or
any portion thereof) granted under any of the Senior Collateral Documents, or
for exercising any rights and remedies thereunder at the direction of the
Applicable Authorized Representative), shall be entitled to the benefits of all
provisions of this Article IV and Article VIII of the Senior Credit
Agreement and the equivalent provision of any Additional Senior Debt Facility
(as though such co-agents, sub-agents and attorneys-in-fact were the “Senior
Collateral Agent” under the Senior Collateral Documents) as if set forth in full
herein with respect thereto.

     

    (b)  Upon
execution and delivery of an instrument substantially in the form of Annex 2 by
an additional Senior Class Debt Representative in accordance with Section 5.13,
each then-existing Senior Class Debt Representative (the “Existing Debt
Representatives”) hereby authorizes and directs the Senior Collateral Agent to
execute and deliver such instrument substantially in the form of Annex 2 and any
other Senior Collateral Documents (and acknowledges that any Senior Collateral
Documents previously executed and delivered will be deemed to have been executed
and delivered) on behalf of all Existing Debt Representatives and acknowledges
and agrees that upon execution and delivery of such instrument substantially in
the form of Annex 1 and such other Senior Collateral Documents, if any, the
Senior Collateral Agent will act in its capacity as Senior Collateral Agent for
all Existing Debt Representatives and such additional Senior Class Debt
Representative.

     

    (c)  Each
Non-Controlling Secured Party acknowledges and agrees that the Senior Collateral
Agent shall be entitled, for the benefit of the Senior Secured Parties, to sell,
transfer or otherwise dispose of or deal with any Shared Collateral as provided
herein and in the Senior Collateral Documents, without regard to any rights to
which the Non-Controlling Secured Parties would otherwise be entitled as a
result of the Senior Obligations held by such Non-Controlling Secured Parties.
Without limiting the foregoing, each Non-Controlling Secured Party agrees that
none of the Senior Collateral Agent, the Applicable Authorized Representative or
any other Senior Secured Party shall have any duty or obligation first to
marshal or realize upon any type of Shared Collateral (or any other Senior
Collateral securing any of the Senior Obligations), or to sell, dispose of or
otherwise liquidate all or any portion of such Shared Collateral (or any other
Senior Collateral securing any Senior Obligations), in any manner that would
maximize the return to the Non-Controlling Secured Parties, notwithstanding that
the order and timing of any such realization, sale, disposition or liquidation
may affect the amount of proceeds actually received by the Non-Controlling
Secured Parties from such realization, sale, disposition or liquidation. Each of
the Senior Secured Parties waives any claim it may now or hereafter have against
the Senior Collateral Agent or the Authorized Representative of any other Series
of Senior Obligations or any other Senior Secured Party of any other Series
arising out of (i) any actions which the Senior Collateral Agent, any
Authorized Representative or any Senior Secured Party takes or omits to
take

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (including
actions with respect to the creation, perfection or continuation of Liens on any
Senior Collateral, actions with respect to the foreclosure upon, sale, release
or depreciation of, or failure to realize upon, any of the Senior Collateral and
actions with respect to the collection of any claim for all or any part of the
Senior Obligations from any account debtor, guarantor or any other party) in
accordance with the Senior Collateral Documents or any other agreement related
thereto or to the collection of the Senior Obligations or the valuation, use,
protection or release of any security for the Senior Obligations, (ii) any
election by any Applicable Authorized Representative or any holders of Senior
Obligations, in any proceeding instituted under the Bankruptcy Code, of the
application of Section 1111(b) of the Bankruptcy Code or (iii) subject to
Section 2.05, any borrowing by, or grant of a security interest or
administrative expense priority under Section 364 of the Bankruptcy Code
by, Rite Aid or any of its subsidiaries, as debtor-in-possession.
Notwithstanding any other provision of this Agreement, the Senior Collateral
Agent shall not accept any Shared Collateral in full or partial satisfaction of
any Senior Obligations pursuant to Section 9-620 of the Uniform Commercial
Code of any jurisdiction, without the consent of each Authorized Representative
representing holders of Senior Obligations for whom such Senior Collateral
constitutes Shared Collateral.

     

    SECTION
4.02  Rights as a
Senior Secured Party.

     

    The
Person serving as the Senior Collateral Agent hereunder shall have the same
rights and powers in its capacity as a Senior Secured Party under any Series of
Senior Obligations that it holds as any other Senior Secured Party of such
Series and may exercise the same as though it were not the Senior Collateral
Agent and the term “Senior Secured Party” or “Senior Secured Parties” or (as
applicable) “Senior Loan Secured Party”, “Senior Loan Secured Parties”,
“Additional Senior Debt Party” or “Additional Senior Debt Parties” shall, unless
otherwise expressly indicated or unless the context otherwise requires, include
the Person serving as the Senior Collateral Agent hereunder in its individual
capacity. Such Person and its Affiliates may accept deposits from, lend money
to, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with Rite Aid or any Subsidiary or
other Affiliate thereof as if such Person were not the Senior Collateral Agent
hereunder and without any duty to account therefor to any other Senior Secured
Party.

     

    SECTION
4.03  Exculpatory
Provisions.

     

    (a)  The
Senior Collateral Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Senior Collateral Documents. Without
limiting the generality of the foregoing, the Senior Collateral
Agent:

     

    
      	
               
      

            	
              (i)

            	
              shall
      not be subject to any fiduciary or other implied duties, regardless of
      whether an Event of Default has occurred and is
  continuing;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              shall
      not have any duty to take any discretionary action or exercise any
      discretionary powers, except discretionary rights and powers expressly
      contemplated hereby or by the other Senior Collateral Documents that the
      Senior Collateral Agent is required to exercise
  as

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    
      
        	 	 	directed
      in writing by the Applicable Authorized Representative; provided
      that the Senior Collateral Agent shall not be required to take any action
      that, in its opinion or the opinion of its counsel, may expose the Senior
      Collateral Agent to liability or that is contrary to any Senior Collateral
      Document or applicable law;
	 	 	 
	
                 
      

              	
                (iii)

              	
                shall
      not, except as expressly set forth herein and in the other Senior
      Collateral Documents, have any duty to disclose, and shall not be liable
      for the failure to disclose, any information relating to Rite Aid or any
      of its Affiliates that is communicated to or obtained by the Person
      serving as the Senior Collateral Agent or any of its Affiliates in any
      capacity;

              


      

    

     

    
      	
               
      

            	
              (iv)

            	
              shall
      not be liable for any action taken or not taken by it (i) with the consent
      or at the request of the Applicable Authorized Representative or
      (ii) in the absence of its own gross negligence or willful misconduct
      or (iii) in reliance on a certificate of an authorized officer of
      Rite Aid stating that such action is permitted by the terms of this
      Agreement. The Senior Collateral Agent shall be deemed not to have
      knowledge of any Event of Default under any Series of Senior Obligations
      unless and until notice describing such Event Default is given to the
      Senior Collateral Agent by the Authorized Representative of such Senior
      Obligations or Rite Aid; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              shall
      not be responsible for or have any duty to ascertain or inquire into
      (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Senior Collateral Document,
      (ii) the contents of any certificate, report or other document delivered
      hereunder or thereunder or in connection herewith or therewith,
      (iii) the performance or observance of any of the covenants,
      agreements or other terms or conditions set forth herein or therein or the
      occurrence of any default or event of default under any Senior Debt
      Document, (iv) the validity, enforceability, effectiveness or
      genuineness of this Agreement, any other Senior Collateral Document or any
      other agreement, instrument or document, or the creation, perfection or
      priority of any Lien purported to be created by the Senior Collateral
      Documents, (v) the value or the sufficiency of any Senior Collateral
      for any Series of Senior Obligations, or (i) the satisfaction of any
      condition set forth in any Senior Debt Document, other than to confirm
      receipt of items expressly required to be delivered to the Senior
      Collateral Agent.

            


    

     

    SECTION
4.04  Reliance by
Senior Collateral Agent.

     

    The
Senior Collateral Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    intranet
website posting or other distribution) believed by it to be genuine and to have
been signed, sent or otherwise authenticated by the proper
Person.  The Senior Collateral Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. The Senior
Collateral Agent may consult with legal counsel (who may be counsel for Rite
Aid), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

     

    SECTION
4.05  Delegation of
Duties.

     

    The
Senior Collateral Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Senior Collateral Document by or
through any one or more sub-agents appointed by the Senior Collateral Agent. The
Senior Collateral Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective
Affiliates. The exculpatory provisions of this Article shall apply to any such
sub-agent and to the Affiliates of the Senior Collateral Agent and any such
sub-agent.

     

    SECTION
4.06  Resignation of
Senior Collateral Agent.

     

    The
Senior Collateral Agent may at any time give notice of its resignation as Senior
Collateral Agent under this Agreement and the other Senior Collateral Documents
to each Authorized Representative and Rite Aid.  Upon receipt of any
such notice of resignation, the Applicable Authorized Representative shall have
the right, in consultation with Rite Aid, to appoint a successor, which shall be
a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States. If no such successor shall have been so
appointed by the Applicable Authorized Representative and shall have accepted
such appointment within 30 days after the retiring Senior Collateral Agent
gives notice of its resignation, then the retiring Senior Collateral Agent may,
on behalf of the Senior Secured Parties, appoint a successor Senior Collateral
Agent meeting the qualifications set forth above; provided that if the
Senior Collateral Agent shall notify Rite Aid and each Authorized Representative
that no qualifying Person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and
(a) the retiring Senior Collateral Agent shall be discharged from its
duties and obligations hereunder and under the other Senior Collateral Documents
(except that in the case of any Senior Collateral security held by the Senior
Collateral Agent on behalf of the Senior Secured Parties under any of the Senior
Collateral Documents, the retiring Senior Collateral Agent shall continue to
hold such Senior Collateral security solely for purposes of maintaining the
perfection of the security interests of the Senior Secured Parties therein until
such time as a successor Senior Collateral Agent is appointed but with no
obligation to take any further action at the request of the Applicable
Authorized Representative or any other Senior Secured Parties) and (b) all
payments, communications and determinations provided to be made by, to or
through the Senior Collateral Agent shall instead be made by or to each
Authorized Representative directly, until such time as the Applicable Authorized
Representative appoints a successor Senior Collateral Agent as provided for
above in this

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Section.
Upon the acceptance of a successor’s appointment as Senior Collateral Agent
hereunder and under the Senior Collateral Documents, such successor shall
succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring (or retired) Senior Collateral Agent, and the retiring
Senior Collateral Agent shall be discharged from all of its duties and
obligations hereunder or under the other Senior Collateral Documents (if not
already discharged therefrom as provided above in this
Section).  After the retiring Senior Collateral Agent’s resignation
hereunder and under the other Senior Collateral Documents, the provisions of
this Article and Article VIII of the Senior Credit Agreement and the
equivalent provision of any Additional Senior Debt Facility shall continue in
effect for the benefit of such retiring Senior Collateral Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while the retiring Senior Collateral Agent was acting
as Senior Collateral Agent.  Upon any notice of resignation of the
Senior Collateral Agent hereunder and under the other Senior Collateral
Documents, Rite Aid agrees to use commercially reasonable efforts to transfer
(and maintain the validity and priority of) the Liens in favor of the retiring
Senior Collateral Agent under the Senior Collateral Documents to the successor
Senior Collateral Agent.

     

    SECTION
4.07  Non-Reliance on
Senior Collateral Agent and other Senior Secured Parties.

     

    Each
Senior Secured Party acknowledges that it has, independently and without
reliance upon the Senior Collateral Agent, any Authorized Representative or any
other Senior Secured Party or any of their Affiliates and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and the other Senior Debt
Documents.  Each Senior Secured Party also acknowledges that it will,
independently and without reliance upon the Senior Collateral Agent, any
Authorized Representative or any other Senior Secured Party or any of their
Affiliates and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Senior Debt Document
or any related agreement or any document furnished hereunder or
thereunder.

     

    SECTION
4.08  Senior Collateral
and Guaranty Matters.

     

    Each
of the Senior Secured Parties irrevocably authorizes the Senior Collateral
Agent, at its option and in its discretion,

     

    (a)  to
release any Lien on any property granted to or held by the Senior Collateral
Agent under any Senior Collateral Document in accordance with Section 2.04
or upon receipt of a written request from Rite Aid stating that the release of
such Lien is permitted by the terms of each then extant Senior Debt
Document;

     

    (b)  to
release any Subsidiary Guarantor from its obligations under the Senior
Collateral Documents upon receipt of a written request from Rite Aid stating
that such release is permitted by the terms of each then extant Senior Debt
Document.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    ARTICLE
V

     

    Miscellaneous

     

    SECTION
5.01  Notices.
All notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

     

    (a)  if
to the Senior Collateral Agent or the Administrative Agent, to it at 388
Greenwich Street, New York, NY 10013, Attention of Thomas Halsch, Telecopy
No. (646) 328-3784;

     

    (b)  if
to the Initial Additional Senior Representative, to it at 2 North LaSalle
Street, Suite 1020, Chicago, IL 60602, Attention: Corporate Trust
Administration (Telecopy No. (312) 827-8542);

     

    (c)  if
to any other Senior Representative, to it at the address set forth in the
applicable Joinder Agreement.

     

    Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt (if
a Business Day) and on the next Business Day thereafter (in all other cases) if
delivered by hand or overnight courier service or sent by telecopy or on the
date five Business Days after dispatch by certified or registered mail if
mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 5.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this
Section 5.01. As agreed to in writing among the Senior Collateral Agent and
each Authorized Representative from time to time, notices and other
communications may also be delivered by e-mail to the e-mail address of a
representative of the applicable person provided from time to time by such
person.

     

    SECTION
5.02  Waivers;
Amendment; Joinder Agreements.

     

    (a)  No
failure or delay on the part of any party hereto in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the parties hereto are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by any
party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice or demand on any party hereto in any case shall
entitle such party to any other or further notice or demand in similar or other
circumstances.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (b)  Neither
this Agreement nor any provision hereof may be terminated, waived, amended or
modified (other than pursuant to any Joinder Agreement) except pursuant to an
agreement or agreements in writing entered into by each Authorized
Representative and the Senior Collateral Agent (and with respect to any such
termination, waiver, amendment or modification 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).

     

    (c)  Notwithstanding
the foregoing, without the consent of any Senior Secured Party, any Authorized
Representative may become a party hereto by execution and delivery of a Joinder
Agreement in accordance with Section 5.13 and upon such execution and
delivery, such Authorized Representative and the Additional Senior Debt Parties
and Additional Senior Debt Obligations of the Series for which such Authorized
Representative is acting shall be subject to the terms hereof and the terms of
the other Senior Collateral Documents applicable thereto.

     

    (d)  Notwithstanding
the foregoing, without the consent of any other Authorized Representative or
Senior Secured Party, the Senior Collateral Agent may effect amendments and
modifications to this Agreement to the extent necessary to reflect any
incurrence of any Additional Senior Debt in compliance with the Senior Debt
Documents and the Second Priority Debt Documents.

     

    SECTION
5.03  Parties in
Interest. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, as well as
the other Senior Secured Parties, all of whom are intended to be bound by, and
to be third party beneficiaries of, this Agreement.

     

    SECTION
5.04  Survival of
Agreement. All covenants, agreements, representations and warranties made
by any party in this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement.

     

    SECTION
5.05  Counterparts.
This Agreement may be executed in counterparts, each of which shall constitute
an original but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Agreement by facsimile
or electronic transmission shall be effective as delivery of a manually signed
counterpart of this Agreement.

     

    SECTION
5.06  Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate 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
5.07  Governing Law;
Jurisdiction.

     

    (a)  This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.

     

    SECTION
5.08  Submission To
Jurisdiction Waivers; Consent to Service of Process. The Senior
Collateral Agent and each Authorized Representative, on behalf of itself and the
Senior Secured Parties of the Series for whom it is acting, irrevocably and
unconditionally
:

     

    (a)  submits
for itself and its property in any legal action or proceeding relating to this
Agreement and the Senior Collateral Documents, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States of America in the Southern District of New York, and appellate courts
from any thereof;

     

    (b)  consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

     

    (c)  agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Person (or its Authorized
Representative) at the address referred to in 5.01;

     

    (d)  agrees
that nothing herein shall affect the right of any other party hereto (or any
Senior Secured Party) to effect service of process in any other manner permitted
by law or shall limit the right of any party hereto (or any Senior Secured
Party) to sue in any other jurisdiction; and

     

    (e)  waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 5.08
any special, exemplary, punitive or consequential damages.

     

    SECTION
5.09  WAIVER OF JURY
TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND
FOR ANY COUNTERCLAIM THEREIN.

     

    SECTION
5.10  Headings.
Article, Section and Annex headings used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of,
or to be taken into consideration in interpreting, this Agreement.

     

    SECTION
5.11  Conflicts.
In the event of any conflict or inconsistency between the provisions of this
Agreement and the provisions of any of the other Senior

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Debt
Documents or Senior Collateral Documents, the provisions of this Agreement shall
control.

     

    SECTION
5.12  Provisions Solely
to Define Relative Rights. The provisions of this Agreement are and are
intended solely for the purpose of defining the relative rights of the Senior
Secured Parties in relation to one another.  None of Rite Aid, any
Subsidiary Guarantor or any other creditor thereof shall have any rights or
obligations hereunder, except as expressly provided in this Agreement (provided that nothing
in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or
Article V) is intended to or will amend, waive or otherwise modify the
provisions of the Senior Credit Agreement or any Additional Senior Debt
Facilities), and none of Rite Aid or any Subsidiary Guarantor may rely on the
terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and
Article V).  Nothing in this Agreement is intended to or shall
impair the obligations of any Subsidiary Guarantor, which are absolute and
unconditional, to pay the Senior Obligations as and when the same shall become
due and payable in accordance with their terms.

     

    SECTION
5.13  Additional Senior
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 Senior Facilities.  Any such
additional class or series of Additional Senior Debt (the “Senior Class Debt”) may be
secured by the Senior Lien and may be Guaranteed by the Subsidiary Guarantors on
a senior basis, in each case under 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”), acting on behalf of the holders of such Senior Class
Debt (such Representative and holders in respect of any Senior Class Debt being
referred to as the “Senior
Class Debt Parties”), becomes a party to this Agreement by satisfying the
conditions set forth in clauses (i) through (v) of the immediately succeeding
paragraph.

     

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

     

    
      	
               
      

            	
              (i)

            	
              such
      Senior Class Debt Representative, the Senior Collateral Agent and each
      Subsidiary Guarantor shall have executed and delivered an instrument
      substantially in the form of Annex 2 (with such changes as may be approved
      by the Senior Collateral Agent and such Senior Class Representative)
      pursuant to which such Senior Class Debt Representative becomes an
      Authorized Representative hereunder, and the Senior Class Debt in respect
      of which such Senior Class Debt Representative is the Representative and
      the related Senior 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 Senior
      Debt Documents relating to such Senior Class Debt, certified as being true
      and correct by a Financial Officer of Rite
Aid;

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              (iii)

            	
              all
      filings, recordations and/or amendments or supplements to the Senior
      Collateral Documents necessary or desirable in the reasonable judgment of
      the Senior Collateral Agent to confirm and perfect the Senior Liens
      securing the relevant Senior Obligations relating to such Senior 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;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Senior Debt Documents, as applicable, relating to such Senior Class Debt
      shall provide, in a manner reasonably satisfactory to the Senior
      Collateral Agent, that each Senior Class Debt Party with respect to such
      Senior Class Debt will be subject to and bound by the provisions of this
      Agreement in its capacity as a holder of such Senior Class Debt;
      and

            


    

     

    
      	
               
      

            	
              (v)

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

            


    

     

    SECTION
5.14 Integration.
This Agreement together with the other Senior Debt Documents, including the
Senior Collateral Documents, represents the agreement of each of the Subsidiary
Guarantors and the Senior Secured Parties with respect to the subject matter
hereof and there are no promises, undertakings, representations or warranties by
any Subsidiary Guarantor, the Senior Collateral Agent, any Authorized
Representative or any other Senior Secured Party relative to the subject matter
hereof not expressly set forth or referred to herein or in the other Senior Debt
Documents or the Senior Collateral Documents.

     

    SECTION
5.15 Rights of
Authorized Representatives. Any trustee or other Authorized
Representative under any Additional Senior Debt Facility that becomes a party
hereto shall have all the rights, privileges, protections, immunities, benefits
and indemnities granted to it under the applicable indenture or other agreement
that constitutes such Additional Senior Debt Facility as if such rights,
privileges, protections, immunities, benefits and indemnities were set forth
herein in full.

     

    [Remainder
of this page intentionally left blank]

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

    
      	 
      	
              RITE
      AID CORPORATION,

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By

            	 
      	
              /s/
      Marc A. Strassler

            
	 
      	 
      	
              Name:

            	
              Marc
      A. Strassler

            
	 
      	 
      	
              Title:

            	
              Executive
      Vice President, General

            
	 
      	 
      	 
      	
              Counsel
      and Secretary

            
	 
      	 
      	 
      	 
      


    

    


    
      	 
      	 
      
	 
      	
              THE
      SUBSIDIARY GUARANTORS LISTED ON ANNEX 1 HERETO,

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By

            	 
      	
              /s/
      Marc A. Strassler

            
	 
      	 
      	
              Name:

            	
              Marc
      A. Strassler

            
	 
      	 
      	
              Title:

            	
              Authorized
      Person

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    


    
      
        
          [Signature
Page to Senior Lien Intercreditor Agreement]

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              CITICORP
      NORTH AMERICA, INC.,

              as
      Administrative Agent and Senior Collateral Agent

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By

            	 
      	
              /s/
      David Leland

            
	 
      	 
      	
              Name:

            	
              David
      Leland

            
	 
      	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              THE BANK OF NEW YORK MELLON
      

              TRUST COMPANY, N.A., as
      Initial Additional 

              Senior
      Representative

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By

            	 
      	
              /s/
      D. G. Donovan

            
	 
      	 
      	
              Name:

            	
              D.
      G. Donovan

            
	 
      	 
      	
              Title:

            	
              Vice
      President

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Annex
2 to the

            Senior
Lien 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

            


    

     

    
      	
              48.

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

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              49.

            	
              PDS-1
      Michigan, Inc.

            


    

     

    
      	
              50.

            	
              Perry
      Distributors, Inc.

            


    

     

    
      	
              51.

            	
              Perry
      Drug Stores, Inc.

            


    

     

    
      	
              52.

            	
              PJC
      Dorchester Realty LLC

            


    

     

    
      	
              53.

            	
              PJC
      East Lyme Realty LLC

            


    

     

    
      	
              54.

            	
              PJC
      Haverhill Realty LLC

            


    

     

    
      	
              55.

            	
              PJC
      Hermitage Realty LLC

            


    

     

    
      	
              56.

            	
              PJC
      Hyde Park Realty LLC

            


    

     

    
      	
              57.

            	
              PJC
      Lease Holdings, Inc.

            


    

     

    
      	
              58.

            	
              PJC
      Manchester Realty LLC

            


    

     

    
      	
              59.

            	
              PJC
      Mansfield Realty LLC

            


    

     

    
      	
              60.

            	
              PJC
      New London Realty LLC

            


    

     

    
      	
              61.

            	
              PJC
      of Cranston, Inc.

            


    

     

    
      	
              62.

            	
              PJC
      of East Providence, Inc.

            


    

     

    
      	
              63.

            	
              PJC
      of Massachusetts, Inc.

            


    

     

    
      	
              64.

            	
              PJC
      of Rhode Island, Inc.

            


    

     

    
      	
              65.

            	
              PJC
      of Vermont Inc.

            


    

     

    
      	
              66.

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

            


    

     

    
      	
              67.

            	
              PJC
      Peterborough Realty LLC

            


    

     

    
      	
              68.

            	
              PJC
      Providence Realty LLC

            


    

     

    
      	
              69.

            	
              PJC
      Realty MA, Inc.

            


    

     

    
      	
              70.

            	
              PJC
      Realty N.E. LLC

            


    

     

    
      	
              71.

            	
              PJC
      Revere Realty LLC

            


    

     

    
      	
              72.

            	
              PJC
      Special Realty Holdings, Inc.

            


    

     

    
      	
              73.

            	
              Ram-Utica,
      Inc.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              74.

            	
              RDS
      Detroit, Inc.

            


    

     

    
      	
              75.

            	
              Read's
      Inc.

            


    

     

    
      	
              76.

            	
              Rite
      Aid Drug Palace, Inc.

            


    

     

    
      	
              77.

            	
              Rite
      Aid Hdqtrs. Corp.

            


    

     

    
      	
              78.

            	
              Rite
      Aid of Alabama, Inc.

            


    

     

    
      	
              79.

            	
              Rite
      Aid of Connecticut, Inc.

            


    

     

    
      	
              80.

            	
              Rite
      Aid of Delaware, Inc.

            


    

     

    
      	
              81.

            	
              Rite
      Aid of Florida, Inc.

            


    

     

    
      	
              82.

            	
              Rite
      Aid of Georgia, Inc.

            


    

     

    
      	
              83.

            	
              Rite
      Aid of Illinois, Inc.

            


    

     

    
      	
              84.

            	
              Rite
      Aid of Indiana, Inc.

            


    

     

    
      	
              85.

            	
              Rite
      Aid of Kentucky, Inc.

            


    

     

    
      	
              86.

            	
              Rite
      Aid of Maine, Inc.

            


    

     

    
      	
              87.

            	
              Rite
      Aid of Maryland, Inc.

            


    

     

    
      	
              88.

            	
              Rite
      Aid of Massachusetts, Inc.

            


    

     

    
      	
              89.

            	
              Rite
      Aid of Michigan, Inc.

            


    

     

    
      	
              90.

            	
              Rite
      Aid of New Hampshire, Inc.

            


    

     

    
      	
              91.

            	
              Rite
      Aid of New Jersey, Inc.

            


    

     

    
      	
              92.

            	
              Rite
      Aid of New York, Inc.

            


    

     

    
      	
              93.

            	
              Rite
      Aid of North Carolina, Inc.

            


    

     

    
      	
              94.

            	
              Rite
      Aid of Ohio, Inc.

            


    

     

    
      	
              95.

            	
              Rite
      Aid of Pennsylvania, Inc.

            


    

     

    
      	
              96.

            	
              Rite
      Aid of South Carolina, Inc.

            


    

     

    
      	
              97.

            	
              Rite
      Aid of Tennessee, Inc.

            


    

     

    
      	
              98.

            	
              Rite
      Aid of Vermont, Inc.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              99.

            	
              Rite
      Aid of Virginia, Inc.

            


    

     

    
      	
              100.

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

            


    

     

    
      	
              101.

            	
              Rite
      Aid of West Virginia, Inc.

            


    

     

    
      	
              102.

            	
              Rite
      Aid Realty Corp.

            


    

     

    
      	
              103.

            	
              Rite
      Aid Rome Distribution Center, Inc.

            


    

     

    
      	
              104.

            	
              Rite
      Aid Services, L.L.C.

            


    

     

    
      	
              105.

            	
              Rite
      Aid Transport, Inc.

            


    

     

    
      	
              106.

            	
              RX
      Choice, Inc.

            


    

     

    
      	
              107.

            	
              Seven
      Mile and Evergreen – Detroit, LLC

            


    

     

    
      	
              108.

            	
              Silver
      Springs Road – Baltimore, Maryland/One,
LLC

            


    

     

    
      	
              109.

            	
              Silver
      Springs Road – Baltimore, Maryland/Two,
LLC

            


    

     

    
      	
              110.

            	
              State
      & Fortification Streets – Jackson, Mississippi,
  LLC

            


    

     

    
      	
              111.

            	
              State
      Street and Hill Road – Gerard, Ohio,
LLC

            


    

     

    
      	
              112.

            	
              The
      Lane Drug Company

            


    

     

    
      	
              113.

            	
              Thrift
      Drug Services, Inc.

            


    

     

    
      	
              114.

            	
              Thrift
      Drug, Inc.

            


    

     

    
      	
              115.

            	
              Thrifty
      Corporation

            


    

     

    
      	
              116.

            	
              Thrifty
      PayLess, Inc.

            


    

     

    
      	
              117.

            	
              Tyler
      and Sanders Roads, Birmingham - Alabama,
LLC

            


    

     

    
      	
              118.

            	
              Rite
      Aid Payroll Management, Inc.

            


    

     

    
      	
              119.

            	
              Rite
      Aid Online Store, Inc.

            


    

     

    
      	
              120.

            	
              Rite
      Fund, Inc.

            


    

     

    
      	
              121.

            	
              Rite
      Investments Corp.

            


    

     

    
      	
              122.

            	
              Rite
      Aid Hdqtrs. Funding, Inc.

            


    

     

    
      	
              123.

            	
              EDC
      Licensing, Inc.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              124.

            	
              JCG
      Holdings (USA), Inc.

            


    

     

    
      	
              125.

            	
              JCG
      (PJC) USA, LLC

            


    

     

    
      	
              126.

            	
              The
      Jean Coutu Group (PJC) USA, Inc.

            


    

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Annex
2 to the

            Senior
Lien Intercreditor Agreement

          

        

      

    

    


    


    REPRESENTATIVE
SUPPLEMENT NO.    dated as of     ,
to the SENIOR LIEN INTERCREDITOR AGREEMENT dated as of June 12, 2009 (the
“Senior Lien Intercreditor
Agreement”), among Citicorp North America, Inc., a Delaware corporation
(“CNAI”),  as
Senior Collateral Agent for the Senior Secured Parties under the Senior
Collateral Documents, CNAI, as Authorized Representative under the Senior Credit
Agreement, The Bank of New York Mellon Trust Company, N.A., as Initial
Additional Authorized Representative, and the additional Authorized
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 Senior Lien 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 an
Authorized 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 Senior Lien Intercreditor Agreement.  Section 5.13 of the Senior
Lien Intercreditor Agreement provides that such Senior Class Debt Representative
may become an Authorized Representative under, and such Senior Class Debt and
such Senior Class Debt Parties may become subject to and bound by, the Senior
Lien Intercreditor Agreement, pursuant to the execution and delivery by the
Senior Class Representative of an instrument in the form of this Representative
Supplement and the satisfaction of the other conditions set forth in
Section 5.13 of the Senior Lien Intercreditor Agreement.  The
undersigned Senior Class Debt Representative (the “New Representative”) is
executing this Representative Supplement in accordance with the requirements of
the Senior Debt Documents.

     

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

     

    SECTION
1.  In accordance with Section 5.13 of the Senior Lien Intercreditor
Agreement, the New Representative by its signature below becomes an Authorized
Representative under, and the related Senior Class Debt and Senior Class Debt
Parties become subject to and bound by, the Senior Lien Intercreditor Agreement
with the same force and effect as if the New Representative had originally been
named therein as an Authorized 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 Senior Lien Intercreditor Agreement applicable to it
as a Senior Representative and Authorized Representative and to the Senior Class
Debt Parties that it represents as Additional Senior Debt
Parties.  Each reference to a “Representative”, “Senior
Representative” or “Authorized Representative” in the Senior Lien
Intercreditor

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Agreement
shall be deemed to include the New Representative.  The Senior Lien
Intercreditor Agreement is hereby incorporated herein by reference.

     

    The
New Representative and [Citicorp North America, Inc.], on behalf of the Senior
Secured Parties, hereby irrevocably (i) appoint [Citicorp North America, Inc.]
as Senior Collateral Agent for purposes of the Senior Lien Intercreditor
Agreement and the other Senior Collateral Documents, (ii) authorize the Senior
Collateral Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Senior Collateral Agent in the Senior Collateral
Documents, together with such actions and powers as are reasonably incidental
thereto, and (iii) authorize the Senior Collateral Agent to execute any Senior
Collateral Documents on behalf of all Senior Secured Parties and to take such
other actions to maintain and preserve the security interests granted pursuant
to any Senior Collateral Documents.  The New Representative hereby
acknowledges and agrees that the Senior Collateral Agent in its capacity as such
shall be acting on its behalf and on behalf of all other Senior Secured
Parties.

    


    SECTION
2.  The New Representative represents and warrants to the Senior
Collateral Agent and the other Senior 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 Representative’s 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 Senior Lien
Intercreditor Agreement as Additional Senior Debt 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 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 effective as
delivery of a manually signed counterpart of this Representative
Supplement.

     

    SECTION
4.  Except as expressly supplemented hereby, the Senior Lien
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 Senior Lien
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 5.01 of the Senior Lien 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.

     

    By
acknowledging and agreeing to this Representative Supplement, each of the
Subsidiary Guarantors party hereto hereby (i) reaffirms the security
interests granted pursuant to the Senior Subsidiary Security Agreement and
grants a security interest in all of its right, title and interest in the Senior
Collateral (as defined in the Senior Subsidiary Security Agreement), whether now
owned or hereafter acquired, to secure the Senior Obligations and
(ii) authorizes the filing of any financing statements describing the
Senior Collateral in any manner the Senior Collateral Agent chooses, including,
without limitation, describing such Senior Collateral as “all assets of debtor,
whether now owned or hereafter acquired,” “all personal property of debtor,
whether now owned or hereafter acquired” or using words of similar
import.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the New Representative and the Senior Collateral Agent have
duly executed this Representative Supplement to the Senior Lien 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:

    


    CITICORP
NORTH AMERICA, INC.,

    as
Senior Collateral Agent,

    


    
      	
              By

            	 
      	 
      
	 
      	
              Name:

            	 
      	 
      
	 
      	
              Title:

            	 
      	 
      


    

    


    THE
SUBSIDIARY GUARANTORS

    LISTED
ON SCHEDULE 1 HERETO,

    


    
      	
              By

            	 
      	 
      
	 
      	
              Name:

            	 
      	 
      
	 
      	
              Title:

            	 
      	 
      


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Schedule
1 to Annex 2  to the

            Senior
Lien Intercreditor Agreement

          

        

      

    

    


    Subsidiary
Guarantors