ex10-1.htm


    Exhibit
10.1

     

    EXECUTION
COPY


     

    AMENDMENT
AND RESTATEMENT AGREEMENT dated as of June 5, 2009 (this “Amendment”), relating
to the Credit Agreement dated as of June 27, 2001, as amended and restated as of
June 4, 2007, and as further amended and restated as of July 9, 2008 (the
“Original Credit
Agreement”), among Rite Aid Corporation, a corporation organized under
the laws of the State of Delaware (the “Borrower”), the
lenders from time to time party thereto (the “Lenders”), and
Citicorp North America, Inc., as administrative agent and collateral agent (in
such capacities, the “Administrative
Agent”).

     

    RECITALS

     

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

     

    B.  Pursuant
to the Original Credit Agreement, the Borrower, the Subsidiary Guarantors, the
Second Priority Collateral Trustee and the Senior Collateral Agent entered into
the Collateral Trust and Intercreditor Agreement (the “Original Collateral Trust
and Intercreditor Agreement”) and the Subsidiary Guarantors entered into
(a) the Senior Subsidiary Security Agreement in favor of the Senior
Collateral Agent (the “Original Senior Subsidiary
Security Agreement”), (b) the Senior Subsidiary Guarantee Agreement
with the Senior Collateral Agent (the “Original Senior Subsidiary
Guarantee Agreement”) and (c) the Senior Indemnity, Subrogation and
Contribution Agreement with the Senior Collateral Agent (the “Original Senior Indemnity
Agreement”).

     

    C.  Pursuant
to this Amendment, the Original Credit Agreement shall be amended and restated
in the form of Exhibit A to
this Amendment (the Original Credit Agreement, as so amended and restated, the
“Restated Credit
Agreement”), effective as of the 2009 Restatement Effective Date (as
defined below).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREEMENTS

     

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

     

    ARTICLE
I

     

    Amendment and
Restatement

     

    SECTION
1.1.  Amendment and Restatement of
Original Credit Agreement.  The Original Credit Agreement and
the Definitions Annex are hereby amended and restated, effective as of the 2009
Restatement Effective Date, in the form of the Restated Credit Agreement
attached as Exhibit A to
this Amendment.  All schedules and exhibits to the Original Credit
Agreement, in the forms thereof immediately prior to the 2009 Restatement
Effective Date, shall constitute schedules and exhibits to the Restated Credit
Agreement, except for any such exhibits and schedules new forms of which are
included in Exhibit
A to this Amendment.

     

    SECTION
1.2.  Amendment and Restatement of
Original Senior Subsidiary Security Agreement and Original Senior Subsidiary
Guarantee Agreement; Amendment of the Original Indemnity
Agreement.  The Original Senior Subsidiary Security Agreement
and Original Senior Subsidiary Guarantee Agreement are hereby amended and
restated (as so amended and restated, the “Restated Security
Agreement” and the “Restated Guarantee
Agreement”, respectively), as of the 2009 Restatement Effective Date, in
the forms attached as Exhibits B and C, respectively, to
this Amendment.  Annex 2 of the Original Senior Indemnity Agreement is
hereby being amended and restated pursuant to Section 1.03 of the Original
Collateral Trust and Intercreditor Agreement, as of the 2009 Restatement
Effective Date, in the form attached as the Definitions Annex of the Restated
Credit Agreement. All schedules and exhibits to the Original Senior Subsidiary
Security Agreement and Original Senior Subsidiary Guarantee Agreement, in the
forms thereof immediately prior to the 2009 Restatement Effective Date, shall
continue to be schedules and exhibits to the Restated Security Agreement and
Restated Guarantee Agreement, respectively, except for any such schedules and
exhibits new forms of which are included in Exhibits B and C,
respectively.

     

    SECTION
1.3.  Amendment and Restatement of
the Original Collateral Trust and Intercreditor.  The Lenders
signatory hereto, representing the Required Lenders, consent to the amendment
and restatement of the Original Collateral Trust and Intercreditor Agreement in
the form of Exhibit D hereto pursuant to Section 1.4(b) below.

     

    SECTION
1.4.  Restatement
Effectiveness.  The amendment and restatement of the Original
Credit Agreement, the Original Senior Subsidiary Security Agreement, the
Original Senior Subsidiary Guarantee Agreement and Annex 2 of the Original
Indemnity Agreement effected hereby shall become effective as of the first date
(the “2009 Restatement
Effective Date”) on which the following conditions have been
satisfied:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)  The
Administrative Agent (or its counsel) shall have received duly executed
counterparts hereof that, when taken together, bear the signatures of
(i) the Borrower, (ii) each Subsidiary Loan Party, (iii) the Required
Lenders and (iv) the Administrative Agent.

     

    (b)  The
Administrative Agent (or its counsel) shall have received duly executed
counterparts of (i) the Restated Security Agreement, in the form of Exhibit B hereto,
that, when taken together, bear the signatures of the (A) each Subsidiary Loan
Party and (B) the Senior Collateral Agent, (ii) the Restated Guarantee
Agreement, in the form of Exhibit C hereto,
that, when taken together, bear the signatures of (A) each Subsidiary Loan Party
and (B) the Senior Collateral Agent and (iii) an amendment and restatement (the
“Restated
Intercreditor Agreement”), in the form of Exhibit D hereto, of
the Original Collateral Trust and Intercreditor Agreement that, when taken
together, bear the signatures of (A) the Borrower, (B) each Subsidiary
Loan Party, (C) the Second Priority Collateral Trustee, (D) the
Administrative Agent and (E) each Second Priority Representative party
thereto.

     

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

     

    (d)  To
the extent invoiced at least two days prior to the 2009 Restatement Effective
Date, the Administrative Agent shall have received payment or reimbursement of
its reasonable out-of-pocket expenses in connection with this Amendment or
otherwise required to be paid or reimbursed under the Original Credit Agreement,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent.

     

    (e)  To
the extent invoiced at least two days prior to the 2009 Restatement Effective
Date, Citigroup Global Markets Inc. shall have received payment of all fees owed
to them by the Borrower on the 2009 Restatement Effective Date in connection
with this Amendment and the transactions contemplated hereby.

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the 2009
Restatement Effective Date and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the amendments and
restatements effected hereby shall not become effective if each of the
conditions set forth or referred to in Section 1.4 hereof has not been
satisfied at or prior to 5:00 p.m., New York City time, on June 5,
2009.

     

    ARTICLE
II

     

    Additional
Amendment

     

    SECTION
2.1.  Amendment of Section 2.21 of
Original Credit Agreement.  Section 2.21 of the Original
Credit Agreement is hereby amended, effective as of the 2009 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Restatement
Effective Date, in the form of such Section attached as Exhibit E to
this Amendment.

     

    SECTION
2.2.  Additional Amendment
Effectiveness.  The amendment of Section 2.21 of the
Original Credit Agreement effected by this Article II shall become
effective as of the 2009 Restatement Effective Date upon (a) the
satisfaction of the conditions set forth in Section 1.4 hereof and
(b) the receipt by the Administrative Agent (or its counsel), at any time
on or prior to the date that is five Business Days after the 2009 Restatement
Effective Date, of duly executed counterparts hereof that bear the signatures of
the Supermajority Lenders.  Notwithstanding anything in this Amendment
or the Restated Credit Agreement to the contrary, if the amendment of
Section 2.21 of the Original Credit Agreement pursuant to this
Section 2.2 becomes effective in accordance with the immediately preceding
sentence, then Section 2.21 of the Restated Credit Agreement will be
replaced by Exhibit E
hereto.

     

    ARTICLE
III


     

    Miscellaneous

     

    SECTION
3.1.  Representations and
Warranties.  (a)To induce the other parties hereto to enter
into this Amendment, the Borrower represents and warrants to each of the Lenders
(as defined in the Restated Credit Agreement) and the Administrative Agent that,
as of the 2009 Restatement Effective Date and after giving effect to the
transactions and amendments to occur on the 2009 Restatement Effective
Date:

     

    (i)
This Amendment, the Restated Security Agreement, the Restated Guarantee
Agreement and the Restated Intercreditor Agreement have been duly authorized,
executed and delivered by each Loan Party party hereto or thereto and
constitute, and the Original Credit Agreement, as amended and restated as
contemplated hereby on the 2009 Restatement Effective Date, will constitute, the
legal, valid and binding obligation of each Loan Party party thereto,
enforceable against such Loan Party in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at
law.

     

    (ii)
The representations and warranties set forth in Article III of the Restated
Credit Agreement are true and correct in all material respects on and as of the
2009 Restatement Effective Date, with the same effect as though made on and as
of the 2009 Restatement Effective Date, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties were true and correct in all material
respects as of such earlier date).

     

    (iii)
No Default (as defined in the Restated Credit Agreement) or Event of Default (as
defined in the Restated Credit Agreement) has occurred and is
continuing.

     

    SECTION
3.2.  Effect
of Amendment.  (a)Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    otherwise
affect the rights and remedies of, the Lenders or the Agents under the Original
Credit Agreement, the Restated Credit Agreement or any other Senior Loan
Document, and shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Original Credit Agreement, the Restated Credit Agreement or any other Senior
Loan Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.  Nothing herein shall be deemed to
entitle any Loan Party to a consent to, or a waiver, amendment, modification or
other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Original Credit Agreement, the Restated Credit
Agreement or any other Senior Loan Document in similar or different
circumstances.  This Amendment shall apply to and be effective only
with respect to the provisions of the Original Credit Agreement, the Restated
Credit Agreement and the other Senior Loan Documents specifically referred to
herein.

     

    (b)  On
and after the 2009 Restatement Effective Date, each reference in the Original
Credit Agreement, the Original Senior Subsidiary Security Agreement, the
Original Senior Subsidiary Guarantee Agreement or the Original Collateral Trust
and Intercreditor Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein”, or words of like import, and each reference to the Original Credit
Agreement, the Original Senior Subsidiary Security Agreement, the Original
Senior Subsidiary Guarantee Agreement or the Original Collateral Trust and
Intercreditor Agreement, as applicable, and each reference to “thereunder”,
“thereof”, “therein” or words of like import in any other Senior Loan Document
shall be deemed a reference to the Restated Credit Agreement, the Restated
Security Agreement, the Restated Senior Subsidiary Guarantee Agreement or the
Restated Intercreditor Agreement, respectively.  This Amendment shall
constitute a “Senior Loan Document” for all purposes of the Original Credit
Agreement, the Restated Credit Agreement and the other Senior Loan
Documents.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        	 	
                RITE
      AID CORPORATION,

              
	 	
                By

              
	 	 
      	
                /s/
      Frank Vitrano

              
	 	 
      	
                Name:
      Frank Vitrano

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

              


      

    

    


    


    
      
        	 	
                EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE A HERETO,

              
	 	
                By

              
	 	 
      	
                /s/
      Marc Strassler

              
	 	 
      	
                Name:
      Marc Strassler

              
	 	 
      	
                Title:
      Senior Vice President & Assistant
  Secretary

              


      

    

    


    


    
      
        	 	
                EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE B HERETO,

              
	 	
                By

              
	 	 
      	
                /s/
      Marc Strassler

              
	 	 
      	
                Name:
      Marc Strassler

              
	 	 
      	
                Title:
      Authorized Signatory

              


      

    

    


    


    
      
        	 	
                CITICORP
      NORTH AMERICA, INC., 

                as
      Administrative Agent and Collateral Agent,

              
	 	
                By

              
	 	 
      	
                /s/
      Thomas M. Halsch

              
	 	 
      	
                Name:
      Thomas M. Halsch

              
	 	 
      	
                Title:
      Vice President

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Lender
signature page to

          the
Amendment and Restatement Agreement dated as of June 5, 2009

          to
the Rite Aid Credit Agreement

        

      

    

    
 

    


    
      	
              To
      approve the Amendment and Restatement:

              Name
      of Lender

              ___________________________

            	 
      
	
               

              by

            	 
      
	 
      	 
      	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        SCHEDULE
A

      

    

     

    SUBSIDIARY
GUARANTORS

     

    


     

    
      	
              1.

            	
              112
      Burleigh Avenue Norfolk, LLC

            


    

     

    
      	
              2.

            	
              1515
      West State Street Boise, Idaho, LLC

            


    

     

    
      	
              3.

            	
              1740
      Associates, L.L.C.

            


    

     

    
      	
              4.

            	
              3581
      Carter Hill Road–Montgomery Corp.

            


    

     

    
      	
              5.

            	
              4042
      Warrensville Center Road – Warrensville Ohio,
  Inc.

            


    

     

    
      	
              6.

            	
              5277
      Associates, Inc.

            


    

     

    
      	
              7.

            	
              537
      Elm Street Corp.

            


    

     

    
      	
              8.

            	
              5600
      Superior Properties, Inc.

            


    

     

    
      	
              9.

            	
              657-659
      Broad St. Corp.

            


    

     

    
      	
              10.

            	
              764
      South Broadway-Geneva, Ohio, LLC

            


    

     

    
      	
              11.

            	
              Ann
      & Government Streets - Mobile, Alabama,
LLC

            


    

     

    
      	
              12.

            	
              Apex
      Drug Stores, Inc.

            


    

     

    
      	
              13.

            	
              Broadview
      and Wallings-Broadview Heights Ohio,
Inc.

            


    

     

    
      	
              14.

            	
              Brooks
      Pharmacy, Inc.

            


    

     

    
      	
              15.

            	
              Central
      Avenue and Main Street - Petal, MS,
LLC

            


    

     

    
      	
              16.

            	
              Eagle
      Managed Care Corp.

            


    

     

    
      	
              17.

            	
              Eckerd
      Corporation

            


    

     

    
      	
              18.

            	
              Eckerd
      Fleet, Inc.

            


    

     

    
      	
              19.

            	
              EDC
      Drug Stores, Inc.

            


    

     

    
      	
              20.

            	
              Eighth
      and Water Streets – Urichsville, Ohio,
LLC

            


    

     

    
      	
              21.

            	
              England
      Street-Asheland Corporation

            


    

     

    
      	
              22.

            	
              Fairground,
      L.L.C.

            


    

     

    
      	
              23.

            	
              GDF,
      Inc.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              24.

            	
              Genovese
      Drug Stores, Inc.

            


    

     

    
      	
              25.

            	
              Gettysburg
      and Hoover-Dayton, Ohio, LLC

            


    

     

    
      	
              26.

            	
              Harco,
      Inc.

            


    

     

    
      	
              27.

            	
              K
      & B Alabama Corporation

            


    

     

    
      	
              28.

            	
              K
      & B Louisiana Corporation

            


    

     

    
      	
              29.

            	
              K
      & B Mississippi Corporation

            


    

     

    
      	
              30.

            	
              K
      & B Services, Incorporated

            


    

     

    
      	
              31.

            	
              K
      & B Tennessee Corporation

            


    

     

    
      	
              32.

            	
              K&B
      Texas Corporation

            


    

     

    
      	
              33.

            	
              K
      & B, Incorporated

            


    

     

    
      	
              34.

            	
              Keystone
      Centers, Inc.

            


    

     

    
      	
              35.

            	
              Lakehurst
      and Broadway Corporation

            


    

     

    
      	
              36.

            	
              Maxi
      Drug North, Inc.

            


    

     

    
      	
              37.

            	
              Maxi
      Drug South, L.P.

            


    

     

    
      	
              38.

            	
              Maxi
      Drug, Inc.

            


    

     

    
      	
              39.

            	
              Maxi
      Green Inc.

            


    

     

    
      	
              40.

            	
              Mayfield
      & Chillicothe Roads – Chesterland,
LLC

            


    

     

    
      	
              41.

            	
              MC
      Woonsocket, Inc.

            


    

     

    
      	
              42.

            	
              Munson
      & Andrews, LLC

            


    

     

    
      	
              43.

            	
              Name
      Rite, L.L.C.

            


    

     

    
      	
              44.

            	
              Northline
      & Dix – Toledo – Southgate, LLC

            


    

     

    
      	
              45.

            	
              P.J.C.
      Distribution, Inc.

            


    

     

    
      	
              46.

            	
              P.J.C.
      Realty Co., Inc.

            


    

     

    
      	
              47.

            	
              Patton
      Drive and Navy Boulevard Property
Corporation

            


    

     

    
      	
              48.

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

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              49.

            	
              PDS-1
      Michigan, Inc.

            


    

     

    
      	
              50.

            	
              Perry
      Distributors, Inc.

            


    

     

    
      	
              51.

            	
              Perry
      Drug Stores, Inc.

            


    

     

    
      	
              52.

            	
              PJC
      Dorchester Realty LLC

            


    

     

    
      	
              53.

            	
              PJC
      East Lyme Realty LLC

            


    

     

    
      	
              54.

            	
              PJC
      Haverhill Realty LLC

            


    

     

    
      	
              55.

            	
              PJC
      Hermitage Realty LLC

            


    

     

    
      	
              56.

            	
              PJC
      Hyde Park Realty LLC

            


    

     

    
      	
              57.

            	
              PJC
      Lease Holdings, Inc.

            


    

     

    
      	
              58.

            	
              PJC
      Manchester Realty LLC

            


    

     

    
      	
              59.

            	
              PJC
      Mansfield Realty LLC

            


    

     

    
      	
              60.

            	
              PJC
      New London Realty LLC

            


    

     

    
      	
              61.

            	
              PJC
      of Cranston, Inc.

            


    

     

    
      	
              62.

            	
              PJC
      of East Providence, Inc.

            


    

     

    
      	
              63.

            	
              PJC
      of Massachusetts, Inc.

            


    

     

    
      	
              64.

            	
              PJC
      of Rhode Island, Inc.

            


    

     

    
      	
              65.

            	
              PJC
      of Vermont Inc.

            


    

     

    
      	
              66.

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

            


    

     

    
      	
              67.

            	
              PJC
      Peterborough Realty LLC

            


    

     

    
      	
              68.

            	
              PJC
      Providence Realty LLC

            


    

     

    
      	
              69.

            	
              PJC
      Realty MA, Inc.

            


    

     

    
      	
              70.

            	
              PJC
      Realty N.E. LLC

            


    

     

    
      	
              71.

            	
              PJC
      Revere Realty LLC

            


    

     

    
      	
              72.

            	
              PJC
      Special Realty Holdings, Inc.

            


    

     

    
      	
              73.

            	
              Ram-Utica,
      Inc.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              74.

            	
              RDS
      Detroit, Inc.

            


    

     

    
      	
              75.

            	
              Read's
      Inc.

            


    

     

    
      	
              76.

            	
              Rite
      Aid Drug Palace, Inc.

            


    

     

    
      	
              77.

            	
              Rite
      Aid Hdqtrs. Corp.

            


    

     

    
      	
              78.

            	
              Rite
      Aid of Alabama, Inc.

            


    

     

    
      	
              79.

            	
              Rite
      Aid of Connecticut, Inc.

            


    

     

    
      	
              80.

            	
              Rite
      Aid of Delaware, Inc.

            


    

     

    
      	
              81.

            	
              Rite
      Aid of Florida, Inc.

            


    

     

    
      	
              82.

            	
              Rite
      Aid of Georgia, Inc.

            


    

     

    
      	
              83.

            	
              Rite
      Aid of Illinois, Inc.

            


    

     

    
      	
              84.

            	
              Rite
      Aid of Indiana, Inc.

            


    

     

    
      	
              85.

            	
              Rite
      Aid of Kentucky, Inc.

            


    

     

    
      	
              86.

            	
              Rite
      Aid of Maine, Inc.

            


    

     

    
      	
              87.

            	
              Rite
      Aid of Maryland, Inc.

            


    

     

    
      	
              88.

            	
              Rite
      Aid of Massachusetts, Inc.

            


    

     

    
      	
              89.

            	
              Rite
      Aid of Michigan, Inc.

            


    

     

    
      	
              90.

            	
              Rite
      Aid of New Hampshire, Inc.

            


    

     

    
      	
              91.

            	
              Rite
      Aid of New Jersey, Inc.

            


    

     

    
      	
              92.

            	
              Rite
      Aid of New York, Inc.

            


    

     

    
      	
              93.

            	
              Rite
      Aid of North Carolina, Inc.

            


    

     

    
      	
              94.

            	
              Rite
      Aid of Ohio, Inc.

            


    

     

    
      	
              95.

            	
              Rite
      Aid of Pennsylvania, Inc.

            


    

     

    
      	
              96.

            	
              Rite
      Aid of South Carolina, Inc.

            


    

     

    
      	
              97.

            	
              Rite
      Aid of Tennessee, Inc.

            


    

     

    
      	
              98.

            	
              Rite
      Aid of Vermont, Inc.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              99.

            	
              Rite
      Aid of Virginia, Inc.

            


    

     

    
      	
              100.

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

            


    

     

    
      	
              101.

            	
              Rite
      Aid of West Virginia, Inc.

            


    

     

    
      	
              102.

            	
              Rite
      Aid Realty Corp.

            


    

     

    
      	
              103.

            	
              Rite
      Aid Rome Distribution Center, Inc.

            


    

     

    
      	
              104.

            	
              Rite
      Aid Services, L.L.C.

            


    

     

    
      	
              105.

            	
              Rite
      Aid Transport, Inc.

            


    

     

    
      	
              106.

            	
              RX
      Choice, Inc.

            


    

     

    
      	
              107.

            	
              Seven
      Mile and Evergreen – Detroit, LLC

            


    

     

    
      	
              108.

            	
              Silver
      Springs Road – Baltimore, Maryland/One,
LLC

            


    

     

    
      	
              109.

            	
              Silver
      Springs Road – Baltimore, Maryland/Two,
LLC

            


    

     

    
      	
              110.

            	
              State
      & Fortification Streets – Jackson, Mississippi,
  LLC

            


    

     

    
      	
              111.

            	
              State
      Street and Hill Road – Gerard, Ohio,
LLC

            


    

     

    
      	
              112.

            	
              The
      Lane Drug Company

            


    

     

    
      	
              113.

            	
              Thrift
      Drug Services, Inc.

            


    

     

    
      	
              114.

            	
              Thrift
      Drug, Inc.

            


    

     

    
      	
              115.

            	
              Thrifty
      Corporation

            


    

     

    
      	
              116.

            	
              Thrifty
      PayLess, Inc.

            


    

     

    
      	
              117.

            	
              Tyler
      and Sanders Roads, Birmingham - Alabama,
LLC

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        SCHEDULE
B

      

    

     

    
      
      

    

     

    Subsidiary
Guarantors

    


     

    
      	
               
      

            	
              1.

            	
              Rite
      Fund, Inc.

            


    

     

     

    
      	
               
      

            	
              2.

            	
              Rite
      Investments Corp.

            


    

     

     

    
      	
               
      

            	
              3.

            	
              Rite
      Aid Hdqtrs. Funding, Inc.

            


    

     

     

    
      	
               
      

            	
              4.

            	
              EDC
      Licensing, Inc.

            


    

     

     

    
      	
               
      

            	
              5.

            	
              JCG
      Holdings (USA), Inc.

            


    

     

     

    
      	
               
      

            	
              6.

            	
              JCG
      (PJC) USA, LLC

            


    

     

     

    
      	
               
      

            	
              7.

            	
              The
      Jean Coutu Group (PJC) USA, Inc.

            


    

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        EXHIBIT
A

      

    

    
      


      
        
          	
                	
                   

                	
                   

                


        

      

       

      CREDIT
AGREEMENT

      


      dated
as of June 27, 2001,

      


      as
amended and restated as of June 5, 2009,

      


      AMONG

      


      RITE
AID CORPORATION,

      


      THE
LENDERS PARTY HERETO,

      


      CITICORP
NORTH AMERICA, INC.,

      AS
ADMINISTRATIVE AGENT AND COLLATERAL AGENT,

      


      BANK
OF AMERICA, N.A.,

      AS
SYNDICATION AGENT,

      


      WELLS
FARGO RETAIL FINANCE, LLC,

      AS
CO-DOCUMENTATION AGENT,

      


      GMAC
COMMERCIAL FINANCE LLC,

      AS
CO-DOCUMENTATION AGENT

      


    

    and

    


    GENERAL
ELECTRIC CAPITAL CORPORATION,

    AS
CO-DOCUMENTATION AGENT

    ___________________________

    


    CITIGROUP
GLOBAL MARKETS INC.,

    as
Joint Lead Arranger and Joint Bookrunning Manager,

    


    BANC
OF AMERICA SECURITIES LLC,

    as
Joint Lead Arranger and Joint Bookrunning Manager,

    
      


      WACHOVIA
CAPITAL MARKETS, LLC,

      as
Joint Lead Arranger and Joint Bookrunning Manager,

      


      and

      


      GE CAPITAL MARKETS,
INC.,

      as
Joint Lead Arranger and Joint Bookrunning Manager

      
        


        
          
            	
                  	
                     

                  	
                     

                  


          

        

        [CS&M
Ref. No. 8500-406]

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    Page

    ARTICLE
I

     

    Definitions

    
       

      
        	
                SECTION
      1.01.

              	
                Defined
      Terms

              	
                1

              
	
                SECTION
      1.02.

              	
                Classification
      of Loans and Borrowings

              	
                42

              
	
                SECTION
      1.03.

              	
                Terms
      Generally

              	
                42

              
	
                SECTION
      1.04.

              	
                Accounting
      Terms; GAAP

              	
                42

              
	
                SECTION
      1.05.

              	
                Terms
      Defined in Definitions Annex

              	
                43

              


      

       

      ARTICLE
II

      


      The
Credits

       

      
        	
                SECTION
      2.01.

              	
                Commitments

              	
                43

              
	
                SECTION
      2.02.

              	
                Loans
      and Borrowings

              	
                44

              
	
                SECTION
      2.03.

              	
                Requests
      for Borrowings

              	
                45

              
	
                SECTION
      2.04.

              	
                Swingline
      Loans

              	
                46

              
	
                SECTION
      2.05.

              	
                Letters
      of Credit

              	
                47

              
	
                SECTION
      2.06.

              	
                Funding
      of Borrowings

              	
                53

              
	
                SECTION
      2.07.

              	
                Interest
      Elections

              	
                53

              
	
                SECTION
      2.08.

              	
                Termination
      and Reduction of Commitments

              	
                55

              
	
                SECTION
      2.09.

              	
                Repayment
      of Loans; Evidence of Indebtedness

              	
                56

              
	
                SECTION
      2.10.

              	
                Amortization
      and Repayment of Term Loans

              	
                57

              
	
                SECTION
      2.11.

              	
                Prepayment
      of Loans

              	
                58

              
	
                SECTION
      2.12.

              	
                Fees

              	
                60

              
	
                SECTION
      2.13.

              	
                Interest

              	
                62

              
	
                SECTION
      2.14.

              	
                Alternate
      Rate of Interest

              	
                62

              
	
                SECTION
      2.15.

              	
                Increased
      Costs

              	
                63

              
	
                SECTION
      2.16.

              	
                Break
      Funding Payments

              	
                64

              
	
                SECTION
      2.17.

              	
                Taxes

              	
                65

              
	
                SECTION
      2.18.

              	
                Payments
      Generally; Pro Rata Treatment; Sharing of Setoffs

              	
                66

              
	
                SECTION
      2.19.

              	
                Mitigation
      Obligations; Replacement of Lenders

              	
                67

              
	
                SECTION
      2.20.

              	
                Adjustments
      to Borrowing Base Advance Rates

              	
                68

              
	
                SECTION
      2.21.

              	
                Incremental
      Loans

              	
                69

              


      

       

      ARTICLE
III

      


      Representations
and Warranties

       

      
        	
                SECTION
      3.01.

              	
                Organization;
      Powers

              	
                70

              
	
                SECTION
      3.02.

              	
                Authorization;
      Enforceability

              	
                71

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    SECTION
      3.03.

                  	
                    Governmental
      Approvals; No Conflicts

                  	
                    71

                  
	
                    SECTION
      3.04.

                  	
                    Financial
      Condition; No Material Adverse Change

                  	
                    71

                  
	
                    SECTION
      3.05.

                  	
                    Properties

                  	
                    72

                  
	
                    SECTION
      3.06.

                  	
                    Litigation
      and Environmental Matters

                  	
                    72

                  
	
                    SECTION
      3.07.

                  	
                    Compliance
      with Laws and Agreements

                  	
                    72

                  
	
                    SECTION
      3.08.

                  	
                    Investment
      and Holding Company Status

                  	
                    73

                  
	
                    SECTION
      3.09.

                  	
                    Taxes

                  	
                    73

                  
	
                    SECTION
      3.10.

                  	
                    ERISA

                  	
                    73

                  
	
                    SECTION
      3.11.

                  	
                    Disclosure;
      Accuracy of Information

                  	
                    73

                  
	
                    SECTION
      3.12.

                  	
                    Subsidiaries

                  	
                    74

                  
	
                    SECTION
      3.13.

                  	
                    Insurance

                  	
                    74

                  
	
                    SECTION
      3.14.

                  	
                    Labor
      Matters

                  	
                    74

                  
	
                    SECTION
      3.15.

                  	
                    Solvency

                  	
                    74

                  
	
                    SECTION
      3.16.

                  	
                    Federal
      Reserve Regulations

                  	
                    75

                  
	
                    SECTION
      3.17.

                  	
                    Security
      Interests

                  	
                    75

                  
	
                    SECTION
      3.18.

                  	
                    Use
      of Proceeds

                  	
                    75

                  


          

        

      

       

      ARTICLE
IV

      


      Conditions

       

      
        	
                SECTION
      4.01.

              	
                2009
      Restatement Effective Date

              	
                75

              
	
                SECTION
      4.02.

              	
                Each
      Credit Event

              	
                75

              


      

       

      ARTICLE
V

      


      Affirmative
Covenants

       

      
        	
                SECTION
      5.01.

              	
                Financial
      Statements and Other Information

              	
                76

              
	
                SECTION
      5.02.

              	
                Notices
      of Material Events

              	
                79

              
	
                SECTION
      5.03.

              	
                Information
      Regarding Collateral

              	
                80

              
	
                SECTION
      5.04.

              	
                Existence;
      Conduct of Business

              	
                80

              
	
                SECTION
      5.05.

              	
                Payment
      of Obligations

              	
                80

              
	
                SECTION
      5.06.

              	
                Maintenance
      of Properties

              	
                81

              
	
                SECTION
      5.07.

              	
                Insurance

              	
                81

              
	
                SECTION
      5.08.

              	
                Books
      and Records; Inspection and Audit Rights; Collateral and Borrowing Base
      Reviews

              	
                82

              
	
                SECTION
      5.09.

              	
                Compliance
      with Laws

              	
                83

              
	
                SECTION
      5.10.

              	
                Use
      of Proceeds and Letters of Credit

              	
                83

              
	
                SECTION
      5.11.

              	
                Additional
      Subsidiaries

              	
                85

              
	
                SECTION
      5.12.

              	
                Further
      Assurances

              	
                85

              
	
                SECTION
      5.13.

              	
                Subsidiaries

              	
                85

              
	
                SECTION
      5.14.

              	
                Intercompany
      Transfers

              	
                85

              
	
                SECTION
      5.15.

              	
                Inventory
      Purchasing

              	
                85

              
	
                SECTION
      5.16.

              	
                Cash
      Management System

              	
                86

              
	
                SECTION
      5.17.

              	
                Termination
      of Factoring Transactions

              	
                86

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      ARTICLE
VI

      


      Negative
Covenants

       

      
        	
                SECTION
      6.01.

              	
                Indebtedness;
      Certain Equity Securities

              	
                87

              
	
                SECTION
      6.02.

              	
                Liens

              	
                91

              
	
                SECTION
      6.03.

              	
                Fundamental
      Changes

              	
                93

              
	
                SECTION
      6.04.

              	
                Investments,
      Loans, Advances, Guarantees and Acquisitions

              	
                93

              
	
                SECTION
      6.05.

              	
                Asset
      Sales

              	
                95

              
	
                SECTION
      6.06.

              	
                Sale
      and Leaseback Transactions

              	
                96

              
	
                SECTION
      6.07.

              	
                Hedging
      Agreements

              	
                96

              
	
                SECTION
      6.08.

              	
                Restricted
      Payments; Certain Payments of Indebtedness

              	
                96

              
	
                SECTION
      6.09.

              	
                Transactions
      with Affiliates

              	
                98

              
	
                SECTION
      6.10.

              	
                Restrictive
      Agreements

              	
                100

              
	
                SECTION
      6.11.

              	
                Amendment
      of Material Documents

              	
                102

              
	
                SECTION
      6.12.

              	
                Consolidated
      Fixed Charge Coverage Ratio

              	
                102

              
	
                SECTION
      6.13.

              	
                Restrictions
      on Asset Holdings by the Borrower

              	
                103

              
	
                SECTION
      6.14.

              	
                Corporate
      Separateness

              	
                103

              
	
                SECTION
      6.15.

              	
                Cash
      Management

              	
                103

              


      

       

      ARTICLE
VII

      


      Events
of Default

       

      ARTICLE
VIII

       

      
        	
                SECTION
      8.01.

              	
                The
      Agents

              	
                107

              
	
                SECTION
      8.02.

              	
                Additional
      Rights of Borrowing Base Agent

              	
                109

              


      

       

      ARTICLE
IX

      


      Miscellaneous

       

      
        
          
            
              
                
                  
                    
                      	
                              SECTION
      9.01.

                            	
                              Notices

                            	
                              110

                            
	
                              SECTION
      9.02.

                            	
                              Waivers;
      Amendments

                            	
                              111

                            
	
                              SECTION
      9.03.

                            	
                              Expenses;
      Indemnity; Damage Waiver

                            	
                              114

                            
	
                              SECTION
      9.04.

                            	
                              Successors
      and Assigns

                            	
                              115

                            
	
                              SECTION
      9.05.

                            	
                              Survival

                            	
                              119

                            
	
                              SECTION
      9.06.

                            	
                              Integration;
      Effectiveness

                            	
                              119

                            
	
                              SECTION
      9.07.

                            	
                              Severability

                            	
                              119

                            
	
                              SECTION
      9.08.

                            	
                              Right
      of Setoff

                            	
                              119

                            
	
                              SECTION
      9.09.

                            	
                              Governing
      Law; Jurisdiction; Consent to Service of Process

                            	
                              120

                            
	
                              SECTION
      9.10.

                            	
                              WAIVER
      OF JURY TRIAL

                            	
                              120

                            
	
                              SECTION
      9.11.

                            	
                              Headings

                            	
                              121

                            
	
                              SECTION
      9.12.

                            	
                              Confidentiality

                            	
                              121

                            


                    

                  

                

              

            

          

        

      

       

      
 

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      

        	
                SECTION
      9.13.

              	
                Interest
      Rate Limitation

              	
                121

              
	
                SECTION
      9.14.

              	
                Collateral
      Trust and Intercreditor Agreement; Senior Lien Intercreditor
      Agreement

              	
                122

              
	
                SECTION
      9.15.

              	
                Cash
      Sweep

              	
                122

              
	
                SECTION
      9.16.

              	
                Electronic
      Communications

              	
                123

              
	
                SECTION
      9.17.

              	
                USA
      Patriot Act

              	
                124

              
	
                SECTION
      9.18.

              	
                [Intentionally
      Omitted.].

              	
                125

              
	
                SECTION
      9.19.

              	
                Loan
      Modification Offers

              	
                125

              


        


        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

      

    

    
      ANNEXES:

      


       

      Annex
1 – Definitions Annex

      Annex
2 – Subordination Terms

       

      SCHEDULES:

       

      
        	
                Schedule
      1.01

              	
                -

              	
                Subsidiary
      Loan Parties

              
	
                Schedule
      3.04

              	
                -

              	
                Undisclosed
      Liabilities

              
	
                Schedule
      3.05 (a)

              	
                -

              	
                Properties

              
	
                Schedule
      3.05(c)

              	
                -

              	
                Leased
      Warehouses and Distribution Centers

              
	
                Schedule
      3.06(a)

              	
                -

              	
                Litigation

              
	
                Schedule
      3.06(b)

              	
                -

              	
                Environmental
      Matters

              
	
                Schedule
      3.07

              	
                -

              	
                Compliance
      with Laws

              
	
                Schedule
      3.09

              	
                -

              	
                Taxes

              
	
                Schedule
      3.12

              	
                -

              	
                Subsidiaries

              
	
                Schedule
      3.13

              	
                -

              	
                Insurance

              
	
                Schedule
      3.14

              	
                -

              	
                Labor

              
	
                Schedule
      5.11

              	
                -

              	
                Subsidiaries

              
	
                Schedule
      6.01(a)(xii)

              	
                -

              	
                Existing
      Indebtedness

              
	
                Schedule
      6.01(b)

              	
                -

              	
                Equity
      Issuances

              
	
                Schedule
      6.02(xi)

              	
                -

              	
                Liens

              
	
                Schedule
      6.04

              	
                -

              	
                Investments

              
	
                Schedule
      6.08(a)

              	
                -

              	
                Restricted
      Payments

              
	
                Schedule
      6.09

              	
                -

              	
                Affiliate
      Transactions

              


      

      


      
        
          	
                  EXHIBITS:

                


        

      

      


      
        	
                Exhibit
      A-1

              	
                -

              	
                Form
      of Term Note

              
	
                Exhibit
      A-2

              	
                -

              	
                Form
      of Revolving Credit Note

              
	
                Exhibit
      B

              	
                -

              	
                Form
      of Borrowing Base Certificate

              
	
                Exhibit
      C

              	
                -

              	
                Form
      of Assignment and Acceptance Agreement

              
	
                Exhibit
      D

              	
                -

              	
                Form
      of Senior Subsidiary Guarantee Agreement

              
	
                Exhibit
      E

              	
                -

              	
                Form
      of Senior Subsidiary Security Agreement

              
	
                Exhibit
      F

              	
                -

              	
                Form
      of Senior Indemnity, Subrogation and Contribution
  Agreement

              
	
                Exhibit
      G

              	
                -

              	
                Form
      of Second Priority Subsidiary Guarantee Agreement

              
	
                Exhibit
      H

              	
                -

              	
                Form
      of Second Priority Subsidiary Security Agreement

              
	
                Exhibit
      I

              	
                -

              	
                Form
      of Second Priority Indemnity, Subrogation and Contribution
      Agreement

              
	
                Exhibit
      J

              	
                -

              	
                Form
      of Senior Lien Intercreditor
Agreement

              


      

      


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    CREDIT
AGREEMENT dated as of June 27, 2001, as amended and restated as of June 5, 2009
(this “Agreement”), among
RITE AID CORPORATION, a Delaware corporation, the LENDERS party hereto, CITICORP
NORTH AMERICA, INC., as Administrative Agent and Collateral Agent, and BANK OF
AMERICA, N.A., as Syndication Agent.

     

    On
the Effective Date (such term and each other capitalized term used but not
otherwise defined in this preamble having the meaning assigned to such term in
Article I below or in the Definitions Annex), the Borrower, the
Administrative Agent, the Collateral Agent and certain of the Lenders entered
into this Agreement pursuant to which certain of the Lenders thereunder agreed
to extend credit to the Borrower on a revolving credit basis and to make term
loans to the Borrower.

     

    On
the First Restatement Effective Date, the Tranche 1 Term Lenders made Tranche 1
Term Loans in an aggregate principal amount of $145,000,000.  On the
Second Restatement Effective Date, the Tranche 2 Term Lenders made Tranche 2
Term Loans in an aggregate principal amount of $1,105,000,000.  On the
2008 Restatement Effective Date, the Tranche 3 Term Lenders made
Tranche 3 Term Loans in an aggregate principal amount of
$350,000,000.

     

    The
proceeds of Revolving Loans and Swingline Loans made on or after the 2009
Restatement Effective Date will be used for general corporate purposes,
including the financing of Optional Debt Repurchases, permitted capital
expenditures, the repurchase of the Borrower’s and/or its Subsidiaries’
(including Rite Aid Lease Management Company’s) Preferred Stock and permitted
Restricted Payments, as more fully described herein.  Letters of
Credit will be used solely to support payment obligations of the Borrower and
the Subsidiaries incurred in the ordinary course of business.

     

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

     

    ARTICLE
I

     

    


     

    Definitions

     

    SECTION
1.01.        Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

     

    “2008 Amendment and
Restatement Agreement” means the Amendment and Restatement Agreement
dated as of July 9, 2008, among the Borrower, the Subsidiary Loan Parties, the
Tranche 3 Term Lenders and the Administrative Agent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “2008 Restatement Effective
Date” means the date on which this Agreement becomes effective pursuant
to the terms of the 2008 Amendment and Restatement Agreement.

     

    “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

     

    “Accepting Lenders”
shall have the meaning assigned to such term in
Section 9.19(a).

     

    “Account” means any
right to payment for goods sold or leased or for services rendered, whether or
not earned by performance.

     

    “Account Debtor”
means, with respect to any Account, the obligor with respect to such
Account.

     

    “Accounts Receivable Advance
Rate” means the accounts receivable advance rate determined in accordance
with Section 2.20.

     

    “Acquisition” means
the acquisition by the Borrower of all the Equity Interests in
Holdings.

     

    “Additional Lender”
means, at any time, any bank or other financial institution (other than any such
bank or financial institution that is a Lender at such time) that agrees to
provide any portion of any Incremental Facility or Refinancing Indebtedness
pursuant to a Refinancing Amendment, provided that each
Additional Lender shall be subject to the approval of the Administrative Agent
(such approval not to be unreasonably withheld) and the Borrower.

     

    “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate.

     

    “Adjustment Date”
means the first day of each calendar month.

     

    “Administrative Agent”
means CNAI, in its capacity as administrative agent for the
Lenders.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

     

    “Affected Class” shall
have the meaning assigned to such term in Section 9.19(a).

     

    “Agents” means the
Administrative Agent, the Collateral Agent and each Borrowing Base
Agent.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Agent Parties” has
the meaning assigned to such term in Section 9.16(c).

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greater of (a) the
Citibank Base Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%;
provided, however, that solely
for purposes of calculating interest in respect of any Tranche 3 Term Loan that
is an ABR Loan the Alternate Base Rate will be deemed to be 4.00% per annum on
any day when the Alternate Base Rate would otherwise be less than 4.00% per
annum.  Any change in the Alternate Base Rate due to a change in the
Citibank Base Rate or the Federal Funds Effective Rate shall be effective from
and including the effective date of such change in the Citibank Base Rate or the
Federal Funds Effective Rate.

     

    “Amendment and Restatement
Agreement” means the Amendment and Restatement Agreement, dated November
8, 2006, relating to the Original Agreement as in effect at such
time.

     

    “Applicable
Percentage” means, with respect to any Revolving Lender, the percentage
of the total Revolving Commitments represented by such Lender’s Revolving
Commitment.  If the Revolving Commitments have been terminated or
expired, the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any
assignments.

     

    “Applicable Rate”
means, on any day, (a) with respect to any ABR Tranche 2 Term Loan, a
rate per annum of 0.75% and, with respect to any Eurodollar Tranche 2 Term
Loan, a rate per annum of 1.75%, (b) with respect to any ABR Tranche 3 Term
Loan, a rate per annum of 2.00% and, with respect to any Eurodollar Tranche 3
Term Loan, a rate per annum of 3.00%, (c) with respect to any ABR Loan
(other than a Tranche 2 Term Loan, a Tranche 3 Term Loan, an Other
Revolving Loan or an Other Term Loan) or Eurodollar Loan (other than a
Tranche 2 Term Loan, a Tranche 3 Term Loan, an Other Revolving Loan or an
Other Term Loan), as the case may be, the applicable rate per annum set forth
below (expressed in basis points) under the caption “ABR Spread” or “Eurodollar
Spread”, as the case may be, in each case based upon the Average Revolver
Availability determined as of the most recent Adjustment Date and (d) with
respect to any Other Revolving Loan or Other Term Loan, the “Applicable Rate”
set forth in the Refinancing Amendment or Loan Modification Agreement relating
thereto:

     

    
      	
              RATING:

            	
              ABR
      Spread

              (bps)

            	
              Eurodollar
      Spread

              (bps)

            
	
              Category
      1

              Average
      Revolver Availability greater than $1,250,000,000

            	
              25

            	
              125

            
	
              Category
      2

              Average
      Revolver Availability greater than $500,000,000 but less than or equal to
      $1,250,000,000

            	
              50

            	
              150

            
	
              Category
      3

              Average
      Revolver Availability less than or equal to $500,000,000

            	
              75

            	
              175

            


    

     

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Approved Fund” means
(a) with respect to any Lender, a CLO managed by such Lender or by an Affiliate
of such Lender or (b) with respect to any Lender that is a fund which
invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

     

    “Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit C
or any other form approved by the Administrative Agent.

     

    “Average Revolver
Availability” means, as determined on any Adjustment Date, the average
daily Revolver Availability during the calendar month immediately preceding such
Adjustment Date; provided that the
Average Revolver Availability as determined on the first Adjustment Date
occurring after the Original Restatement Effective Date shall be the average
daily Revolver Availability for the period from the Original Restatement
Effective Date to the day immediately prior to such first Adjustment
Date.

     

    “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

     

    “Borrower” means Rite
Aid Corporation, a Delaware corporation.

     

    “Borrowing” means
(a) a Loan of the same Class and Type, made, converted or continued on the
same date and, in the case of a Eurodollar Loan, as to which a single Interest
Period is in effect or (b) a Swingline Loan.

     

    “Borrowing Base Agent”
means CNAI, Bank of America, N.A., General Electric Capital Corporation and
Wells Fargo Retail Finance, LLC (in each case, until the resignation thereof in
accordance with Article VIII hereof); provided that any
determination that is required to be made by the “Borrowing Base Agent” pursuant
to this Agreement shall require, and become effective with, the agreement of all
Borrowing Base Agents; provided, however, in the event
that the Borrowing Base Agents cannot agree on any issue requiring the
determination or approval of the Borrowing Base Agent, including the Borrowing
Base Amount, the Estimated Borrowing Base Amount, the determination of
eligibility standards for the Borrowing Base Amount and Estimated Borrowing Base
Amount, the imposition of reserves, borrowing base reporting, appraisals or
examinations or any other action or determination required of the Borrowing Base
Agent under the Senior Loan Documents, the determination shall be made by the
Borrowing Base Agent asserting the most conservative credit
judgment.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Borrowing Base
Amount” means, with respect to the Borrower, an amount equal to the sum,
without duplication, of the following;

     

    (a)
the Accounts Receivable Advance Rate multiplied by the book value of Eligible
Accounts Receivable; plus

     

    (b)
the Pharmaceutical Inventory Advance Rate multiplied by the Eligible
Pharmaceutical Inventory Value; plus

     

    (c)
the Other Inventory Advance Rate multiplied by the Eligible Other Inventory
Value; plus

     

    (d)
the Script Lists Advance Rate multiplied by the Eligible Script Lists Value;
plus

     

    (e)
on and after the Credit Card Receivables Effective Time, the Credit Card
Receivable Advance Rate multiplied by the book value of Eligible Credit Card
Accounts Receivable; minus

     

    (f)
a reserve in an aggregate amount equal to the Borrower’s then-current exposure
upon early termination under each of its existing and future Hedging Agreements;
minus

     

    (g)
any reserves established by any Borrowing Base Agent in the exercise of its
commercially reasonable judgment to reflect Borrowing Base Factors (it being
understood that no reserves shall be established by the Borrowing Base Agent to
reflect the Borrowing Base Factors with respect to Eligible Credit Card Accounts
Receivable until the Credit Card Receivables Effective Time);

     

    


    provided, that, for
purposes of determining the Borrowing Base Amount at any date of determination,
the amount set forth in clause (d) of this definition shall not exceed the
lesser of (i) $800,000,000 and (ii) 25% of the Borrowing Base
Amount.

     

    The
Borrowing Base Amount shall be computed (i) weekly with respect to Eligible
Accounts Receivable and Eligible Inventory stored at any location other than a
distribution center, (ii) monthly with respect to Eligible Inventory stored at a
distribution center, (iii) semi-annually with respect to Eligible Script Lists
and (iv) after the Credit Card
Receivables Effective Date,
monthly with respect to
Eligible Credit Card Accounts Receivable, in each case in accordance with
Sections 2.20 and 5.01(f), subject to the requirements in Section 5.01(f) for
more frequent computation of the components of the Borrowing Base
Amount.  The Borrowing Base Amount at any time in effect shall be
determined by reference to the Borrowing Base Certificate most recently
delivered pursuant to Section 5.01(f).

     

    “Borrowing Base
Certificate” means a certificate substantially in the form of Exhibit B or in such
other form as the Agents may approve.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Borrowing Base
Factors” means landlord’s liens affecting Eligible Inventory, factors
affecting the saleability or collectability of Eligible Accounts Receivable,
Eligible Credit Card Accounts Receivable and Eligible Inventory at retail or in
liquidation, factors affecting the market value of Eligible Inventory, Eligible
Accounts Receivable, Eligible Credit Card Accounts Receivable or Eligible Script
Lists, other impediments to the Collateral Agent’s ability to realize upon the
Eligible Accounts Receivable, the Eligible Credit Card Accounts Receivable, the
Eligible Inventory or the Eligible Script Lists and other factors affecting the
credit value to be afforded the Eligible Accounts Receivable, the Eligible
Inventory and the Eligible Script Lists, and such other factors as the Borrowing
Base Agent from time to time determine in their commercially reasonable
discretion as being appropriate to reflect criteria, events, conditions,
contingencies or risks that adversely affect any component of the Borrowing Base
Amount or to reflect that a Default or an Event of Default then
exists.  Without limiting the generality of the foregoing, such
Borrowing Base Factors may include, in the Borrowing Base Agent’s commercially
reasonable judgment acting in good faith (but are not limited
to):  (i) rent; (ii) customs duties, and other costs to
release inventory that is being imported into the United States;
(iii) outstanding taxes and other governmental charges, including ad
valorem, real estate, personal property, sales and other taxes that may have
priority over the interests of the Senior Collateral Agent in the Collateral;
(iv) if a Default or an Event of Default then exists, salaries, wages and
benefits due to employees of the Borrower or any Subsidiary Loan Party,
(v) customer credit liabilities, and (vi) warehousemen’s or bailee’s
charges and other Permitted Encumbrances which may have priority over the
interests of the Collateral Agent in the Collateral.

     

    “Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section
2.03.

     

    “Business Acquisition”
means (i) an Investment by the Borrower or any of the Subsidiaries in any
other Person (including an Investment by way of acquisition of debt or equity
securities of any other Person) pursuant to which such Person shall become a
Subsidiary or shall be merged into or consolidated with the Borrower or any of
the Subsidiaries or (ii) an acquisition by the Borrower or any of the
Subsidiaries of the property and assets of any Person (other than the Borrower
or any of the Subsidiaries) that constitute substantially all the assets of such
Person or any division or other business unit of such Person; provided that the
acquisition of prescription files and Stores and the acquisition of Persons
substantially all of whose assets consist of fewer than 10 Stores, in each
case in the ordinary course of business and not substantially inconsistent with
the business projections of the Borrower and the Subsidiaries delivered to the
Lenders on or about the Original Restatement Effective Date shall not constitute
a Business Acquisition.

     

    “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any Capital Lease, which obligations should be
classified and accounted for as capital leases on a balance sheet of such Person
under GAAP, and the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    “Change in Control”
means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934, as amended, and the rules of the SEC thereunder
as in effect on the Second Restatement Effective Date) (other than (i) Green
Equity Investors III, L.P. and its Affiliates or (ii) the Seller and its
Affiliates as a result of the Acquisition), of 30% or more of the outstanding
shares of common stock of the Borrower; (b) at the end of any period of 12
consecutive calendar months, the occupation of a majority of the seats on the
board of directors of the Borrower by Persons who were not members of the board
of directors of the Borrower on the first day of such period (other than any new
directors whose election or appointment by such board of directors or whose
nomination for election by the stockholders of the Borrower was approved by a
vote of not less than three-fourths of the directors then still in office who
were either directors at the beginning of such period or whose election or
nomination for election was previously so approved); or (c) the occurrence of a
“Change of Control”, as defined in any Indenture or other agreement that governs
the terms of any Material Indebtedness.

     

    “Change in Law” means
(a) the adoption of any law, rule or regulation after the Original Restatement
Effective Date, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
Original Restatement Effective Date or (c) compliance by any Lender or any
Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lender’s or such Issuing Bank’s holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the Original Restatement
Effective Date.

     

    “Charges” has the
meaning assigned to such term in Section 9.13.

     

    “Citibank Base Rate”
means the rate of interest publicly announced by Citibank, N.A. in New York
City from time to time as the Citibank Base Rate.

     

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

     

    “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans, Other Revolving Loans of any
series, Tranche 1 Term Loans, Tranche 2 Term Loans, Tranche 3 Term
Loans, Other Term Loans of any series or Swingline Loans and, when used in
reference to any Commitment, refers to whether such Commitment is a Revolving
Commitment, an Other Revolving Commitment of any series, a Tranche 1 Term


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Commitment,
a Tranche 2 Term Commitment, a Tranche 3 Term Commitment or an Other Term
Commitment of any series.

     

    “CLO” means any entity
(whether a corporation, partnership, trust or otherwise) that is engaged in
making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business and is administered
or managed by a Lender or an Affiliate of a Lender.

     

    “Code” means the
Internal Revenue Code of 1986, as amended from time to time.

     

    “Collateral Agent”
means the Senior Collateral Agent.

     

    “Collateral and Guarantee
Requirement” means the requirement that:

     

    (a)        the
Administrative Agent shall have received from each Subsidiary Loan Party either
(i) a counterpart of, or a supplement to, each Senior Collateral Document duly
executed and delivered on behalf of such Loan Party or (ii) in the case of any
Person that becomes a Subsidiary Loan Party after the Second Restatement
Effective Date, a supplement to each applicable Senior Collateral Document, in
the form specified therein, duly executed and delivered on behalf of such
Subsidiary Loan Party;

     

    (b)        (i) all
documents and instruments, including Uniform Commercial Code financing
statements, required by law or reasonably requested by the Administrative Agent
to be filed, registered or recorded to create the Liens intended to be created
by the Senior Collateral Documents and perfect such Liens to the extent required
by, and with the priority required by, this Agreement and the Senior Collateral
Documents, shall have been filed, registered or recorded or delivered to the
Administrative Agent (with a copy to each Borrowing Base Agent) for filing,
registration or recording or (ii) the Administrative Agent shall have been
provided with all authorizations, consents and approvals from each Loan Party,
Governmental Authority and other Person reasonably requested by it to file,
record or register all documents and instruments referred to in
clause (b)(i) of this definition; and

     

    (c)        each
Loan Party shall have obtained all consents and approvals required to be
obtained by it in connection with the execution and delivery of all Senior
Collateral Documents to which it is a party, the performance of its obligations
thereunder and the granting by it of the Liens thereunder.

     

    “Commitment” means the
Revolving Commitments, the Other Revolving Commitments (if any), the
Tranche 1 Term Commitments, the Tranche 2 Term Commitments, the
Tranche 3 Term Commitments and the Other Term Commitments, or any combination
thereof (as the context requires).

     

    “Communications” has
the meaning assigned to such term in Section 9.16(a).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “Consolidated Capital
Expenditures” means, for any period, the aggregate amount of expenditures
by the Borrower and its Consolidated Subsidiaries for plant, property and
equipment and prescription files during such period (including any such
expenditure by way of acquisition of a Person or by way of assumption of
Indebtedness or other obligations of a Person, to the extent reflected as plant,
property and equipment or as prescription file assets) minus the aggregate
amount of Net Cash Proceeds received by the Borrower and its Consolidated
Subsidiaries from the sale of Stores to third parties pursuant to Sale and
Leaseback Transactions; provided that the
aggregate amount of expenditures by the Borrower and its Consolidated
Subsidiaries referred to above shall exclude, without duplication, (i) any
such expenditures made for the replacement or restoration of assets to the
extent financed by Casualty/Condemnation Proceeds relating to the asset or
assets being replaced or restored, (ii) any amounts paid to any party under
a lease entered into in connection with a Sale and Leaseback Transaction with
respect to the termination of such lease and the reacquisition by the Borrower
or any of the Subsidiaries of the property subject to such lease and
(iii) any such expenditures made for the purchase or other acquisition from
a third party of Stores, leases and prescription files, but only to the extent
that an equivalent or greater amount is received from such third party as
consideration for the sale or other disposition to such third party of Stores,
leases and/or prescription files of a substantially equivalent value closed at
substantially the same time as, and entered into as part of a single related
transaction with, such purchase or acquisition (and if a lesser amount is
received from such third party as consideration for such sale or other
disposition, then the amount of Consolidated Capital Expenditures for purposes
hereof shall be the expenditures made net of the consideration received); provided further that
Consolidated Capital Expenditures shall in no case be less than
zero.

     

    “Consolidated EBITDA”
means, for any period, without duplication, Consolidated Net Income for such
period, plus
(a) to the extent deducted in determining Consolidated Net Income for such
period, the aggregate amount of (i) consolidated interest expenses, whether
cash or non-cash, and charges, commissions, discounts, yield and other similar
fees and charges incurred pursuant to Factoring Transactions or by
Securitization Vehicles in connection with Securitizations which are payable to
any Person other than a Loan Party, and any other amounts comparable to or in
the nature of interest under any Securitization or Factoring Transaction,
including losses on the sale of Securitization Assets in a Securitization
accounted for as a “true sale” or Factoring Assets in a Factoring Transaction
accounted for as a “true sale,” (ii) provision for income taxes,
(iii) depreciation and amortization, (iv) LIFO Adjustments which
reduced such Consolidated Net Income, (v) store closing and non-cash
impairment expenses, (vi) any other nonrecurring charge to the extent such
nonrecurring charge does not involve any cash expenditure during such period,
(vii) non-cash compensation expenses related to stock option and restricted
stock employee benefit plans, (viii) the non-cash interest component, as
adjusted from time to time, in respect of reserves, (ix) all costs, fees,
charges and expenses incurred in connection with the Transactions, (x) all
charges incurred relating to the investigation of the Borrower by the United
States Attorney’s Office and the United States Department of Labor and all
amounts paid in satisfaction of any judgment, fine or settlement resulting
therefrom, (xi) all costs and litigation expenses incurred in connection
with litigation, investigations and other proceedings relating to the


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    business
conduct and practices of the former management of the Borrower and (xii) all
Integration Expenses, and minus (b) to the
extent not deducted in determining Consolidated Net Income for such period, the
aggregate amount of (i) any cash expenditure during such period in
connection with which a nonrecurring charge was taken and added back to
Consolidated Net Income pursuant to clause (a) above in calculating Consolidated
EBITDA in any prior period and (ii) LIFO Adjustments which increased such
Consolidated Net Income.

     

    “Consolidated Fixed Charge
Coverage Ratio” means, for any period, the ratio of (i) Consolidated
EBITDA plus
Consolidated Rent less Consolidated
Capital Expenditures plus Integration
Capital Expenditures to (ii) Consolidated Interest Charges plus Consolidated
Rent plus cash
dividends paid pursuant to Section 6.08(a), in each case for such period and
determined in accordance with GAAP.

     

    “Consolidated Interest
Charges” means, for any period, the aggregate amount of interest charges,
whether expensed or capitalized, incurred or accrued during such period by the
Borrower and its Consolidated Subsidiaries, solely to the extent paid or payable
(whether during or after such period) in cash (i) minus non-cash
interest expenses during such period related to (x) litigation reserves,
(y) closed store liability reserves, if any, and (z) self-insurance
reserves and (ii) plus, to the extent
not otherwise included in such interest charges, commissions, discounts, yield
and other similar fees and charges incurred pursuant to Factoring Transactions
or by Securitization Vehicles in connection with Securitizations which are
payable to any Person other than a Loan Party, and any other amounts comparable
to or in the nature of interest under any Securitization or Factoring
Transaction, including losses on the sale of Securitization Assets in a
Securitization accounted for as a “true sale” or Factoring Assets in a Factoring
Transaction accounted for as a “true sale”.

     

    “Consolidated Net
Income” means, for any period, the net income (or loss) of the Borrower
and its Consolidated Subsidiaries (exclusive of (a) extraordinary items of gain
or loss during such period or gains or losses from Indebtedness modifications
during such period, (b) any gain or loss in connection with any Asset Sale
during such period, other than sales of inventory in the ordinary course of
business, but in the case of any loss only to the extent that such loss does not
involve any current or future cash expenditure, (c) the cumulative effect
of accounting changes during such period and (d) net income or loss
attributable to any Investments in Persons other than Affiliates of the
Borrower), determined on a consolidated basis for such period in accordance with
GAAP.

     

    “Consolidated Rent”
means, for any period, the consolidated rental expense of the Borrower and its
Consolidated Subsidiaries for such period, and including in any event rental
costs of closed stores for such period whether or not reflected as an expense in
the determination of Consolidated Net Income for such period.

     

    “Consolidated
Subsidiary” means, with respect to any Person, at any date, any
Subsidiary or other entity the accounts of which would, in accordance with GAAP,


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    be
consolidated with those of such Person in its consolidated financial statements
if such statements were prepared as of such date.

     

    “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.

     

    “CNAI” means Citicorp
North America, Inc.

     

    “Credit Card Accounts
Receivable” means any receivables due to any Subsidiary Loan Party from
the credit card or debit card issuer in connection with purchases from and other
goods and services provided by such Subsidiary Loan Party on the following
credit cards or debit cards: Visa, MasterCard, American Express, Diners Club,
Discover, JCB, Carte Blanche and such other credit cards or debit cards as the
Borrowing Base Agent shall approve in its commercially reasonable judgment from
time to time, in each case which have been earned by performance by such
Subsidiary Loan Party but not yet paid to such Subsidiary Loan Party by the
credit card or debit card issuer or the credit card or debit card processor, as
applicable.

    


    “Credit Card
Receivables Effective Time”
means the date on which the Borrowing Base Agent has completed its due diligence
with respect to the Credit Card Accounts Receivable,
including its receipt of, and satisfaction with, an audit of the Credit Card Accounts
Receivable, in scope, form and substance reasonably satisfactory to the Borrowing Base Agent, and determination by the Borrowing
Base Agent of the initial
reserves with respect thereto.

    


    “Credit Card Receivable
Advance Rate” means the accounts receivable advance rate determined in
accordance with Section 2.20.

    


    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

    “Definitions Annex”
means the definitions annex attached hereto as Annex 1 (as the same may be
amended, supplemented or otherwise modified from time to time).

     

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

     

    “Direct Delivery
Vendor” has the meaning assigned to such term in the Intercompany
Inventory Purchase Agreement.

     

    “dollars” or “$” refers to lawful
money of the United States of America.

     

    “Eligible Accounts
Receivable” means, at any date of determination, all Accounts that
satisfy at the time of creation and continue to meet the same at the time of


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    such
determination the usual and customary eligibility criteria established from time
to time by the Borrowing Base Agent in its commercially reasonable
judgment.  On the 2009 Restatement Effective Date, those criteria
are:

     

    (a)        such
Account constitutes an “account” or “chattel paper” within the meaning of the
Uniform Commercial Code of the state in which the Account is
located;

     

    (b)        all
payments on such Account are by the terms of such Account due not later than
90 days after the date of service (i.e., the transaction
date) and are otherwise on terms that are normal and customary in the business
of the Borrower and the Subsidiaries;

     

    (c)        such
Account has been billed and has not remained unpaid for more than 120 days
following the date of service;

     

    (d)        such
Account is denominated in dollars;

     

    (e)        such
Account arose from a completed, outright and lawful sale of goods or the
completed performance of services by the applicable Subsidiary Loan Party and
accepted by the applicable Account Debtor, and the amount of such Account has
been properly recognized as revenue on the books of the applicable Subsidiary
Loan Party;

     

    (f)        such
Account is owned solely by a Subsidiary Guarantor (and has not been transferred
pursuant to a Securitization or a Factoring Transaction);

     

    (g)        the
proceeds of such Account are payable solely to a Deposit Account which
(A) is under the control of the Collateral Agent and (B) has not been
released or transferred in accordance with Section 5.16 or
otherwise;

     

    (h)        such
Account arose in the ordinary course of business of the applicable Subsidiary
Loan Party;

     

    (i)        not
more than 50% of the aggregate amount of Accounts from the same Account Debtor
and any Affiliates thereof remain unpaid for more than 120 days following
the date of service;

     

    (j)        to
the knowledge of the Borrower and the Subsidiaries, no event of death,
bankruptcy, insolvency or inability to pay creditors generally of the Account
Debtor of such Account has occurred, and no notice thereof has been
received;

     

    (k)        payment
of such Account is not being disputed by the Account Debtor thereof and is not
subject to any material bona fide claim, counterclaim, offset or
chargeback;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (l)        such
Account complies in all material respects with the requirements of all
applicable laws and regulations, whether Federal, state or local, including the
Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and
Regulation Z of the Federal Reserve Board;

     

    (m)      with
respect to such Account, the Account Debtor (i) is organized in the United
States (or, if such Account Debtor is not organized in the United States, such
Account is supported by a letter of credit approved by the Collateral Agent in
favor of the applicable Subsidiary Loan Party) and (ii) is not an Affiliate
or Subsidiary or an Affiliate of any of the Subsidiaries;

     

    (n)        such
Account is subject to a perfected first priority security interest in favor of
the Collateral Agent for the benefit of the Lenders pursuant to the Senior
Collateral Documents and is not subject to any other Lien (other than the Second
Priority Lien);

     

    (o)        with
respect to any such Account for an amount greater than $5,000,000, the Account
Debtor has not been disapproved by the Required Lenders (based, on the Required
Lenders’ reasonable judgment, upon the creditworthiness of such Account
Debtor);

     

    (p)        the
representations and warranties contained in the Senior Loan Documents with
respect to such Account are true and correct in all material
respects;

     

    (q)        such
Account does not consist of amounts due from vendors as rebates or
allowances;

     

    (r)        such
Account is in full force and effect and constitutes a legal, valid and binding
obligation of the Account Debtor, enforceable against such Account Debtor in
accordance with its terms; and

     

    (s)        if
such Account is purchased by a Subsidiary Guarantor in connection with an
Incremental Securitization Refinancing Facility or a Securitization Refinancing,
then the Borrowing Base Agent shall have completed its due diligence with
respect to such Account, including its completion of, and satisfaction with, an
audit of the Account, in scope, form and substance reasonably satisfactory to
the Borrowing Base Agent.

     

    “Eligible Credit Card Account
Receivable” means, at any date of determination, any Credit Card Account
Receivable that (i) has been earned and represents the bona fide amounts due to
a Subsidiary Loan Party from a credit card or debit card processor and/or credit
card or debit card issuer, and in each case originated in the ordinary course of
business of the applicable Subsidiary Loan Party and (ii) is not excluded as an
Eligible Credit Card Account Receivable pursuant to any of clauses (a) through
(i) below.  Without limiting the foregoing, to qualify as an Eligible
Credit Card Account Receivable, a Credit Card Account Receivable shall indicate
no Person other 

     

    
      
        
        

      

      
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    than
a Subsidiary Loan Party as payee or remittance party.  Eligible Credit
Card Account Receivable shall not include any Credit Card Account Receivable
if:

     

    (a)        such
Credit Card Account Receivable is not owned by a Subsidiary Loan Party or such
Subsidiary Loan Party does not have good or marketable title to such Credit Card
Account Receivable;

     

    (b)        such
Credit Card Account Receivable does not constitute (i) an “Account” (as defined
in the UCC), unless such Credit Card Account Receivable is evidenced by “chattel
paper” or an “instrument” of any kind, or (ii) a right of payment of a monetary
obligation, whether or not earned by performance, arising out of the use of a
credit or debit card or information contained on or for use with the credit or
debit card;

     

    (c)        such
Credit Card Account Receivable has been outstanding more than five Business
Days.

     

    (d)        the
credit card or debit card issuer or credit card or debit card processor of the
applicable credit card or debit card with respect to such Credit Card Account
Receivable is the subject of any bankruptcy or insolvency
proceedings;

     

    (e)        such
Credit Card Account Receivable is not a valid, legally enforceable obligation of
the applicable credit card or debit card issuer with respect
thereto;

     

    (f)        such
Credit Card Account Receivable is not subject to a properly perfected security
interest in favor of the Collateral Agent, or is subject to any Lien whatsoever
other than any Lien created pursuant to the Senior Debt Documents or the Second
Priority Debt Documents and any Permitted Encumbrances contemplated by the
processor agreements and for which appropriate reserves (as determined by the
Borrowing Base Agent in the exercise of its commercially reasonable judgment)
have been established or maintained by the Loan Parties;

     

    (g)        such
Credit Card Account Receivable does not conform in all material respects to all
representations, warranties or other provisions in the Senior Debt Documents,
the Second Priority Debt Documents or in the credit card or debit card
agreements relating to such Credit Card Account Receivable or any default exists
under the applicable credit card or debit card agreement;

     

    (h)        such
Credit Card Account Receivable is subject to risk of set-off, non-collection or
not being processed due to unpaid and/or accrued credit card or debit card
processor fee balances, to the extent of the lesser of the balance of such
Credit Card Account Receivable or unpaid credit card or debit card processor
fees;

     

    
      
        
        

      

      
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    (i)        such
Credit Card Account Receivable is evidenced by “chattel paper” or an
“instrument” of any kind unless such “chattel paper” or “instrument” is in the
possession of the Collateral Agent, and to the extent necessary or appropriate,
endorsed to the Collateral Agent; or

     

    (j)           such
Credit Card Account Receivable does not meet such other usual and customary
eligibility criteria for Credit Card Account Receivables as the Borrowing Base
Agent may determine from time to time in its commercially reasonable
judgment.

     

    In
determining the amount to be so included in the calculation of the value of an
Eligible Credit Card Account Receivable, the face amount thereof shall be
reduced by, without duplication, to the extent not reflected in such face
amount, (i) the amount of all customary fees and expenses in connection with any
credit card or debit card arrangements and (ii) the aggregate amount of all cash
received in respect thereof but not yet applied by the Subsidiary Loan Party to
reduce the amount of such Eligible Credit Card Account Receivable.

     

    “Eligible Inventory”
means, at any date of determination, all inventory (as defined in the Uniform
Commercial Code) owned by any Subsidiary Loan Party that satisfies at the time
of such determination the usual and customary eligibility criteria established
from time to time by the Borrowing Base Agent in its commercially reasonable
judgment.  On the 2009 Restatement Effective Date, Eligible Inventory
shall exclude, without duplication, the following:

     

    (a)        any
such inventory that has been shipped to a customer, even if on a consignment or
“sale or return” basis, or is otherwise not in the possession or control of or
any Subsidiary Loan Party or a warehouseman or bailee of any Subsidiary Loan
Party;

     

    (b)        any
inventory against which any Subsidiary Loan Party has taken a reserve, to the
extent of such reserve, to the extent specified by the Borrowing Base Agent from
time to time in its commercially reasonable judgment to reflect Borrowing Base
Factors;

     

    (c)        any
inventory that has been discontinued or is otherwise of a type (SKU) not
currently offered for sale on a regular basis by the Subsidiary Loan Parties
(including any such inventory obtained in connection with a Business
Acquisition) to the extent specified by the Borrowing Base Agent from time to
time in its commercially reasonable judgment to reflect Borrowing Base
Factors;

     

    (d)        inventory
acquired in a Business Acquisition if the increase in the Borrowing Base Amount
attributable to such inventory is greater than $50,000,000, unless and until the
Borrowing Base Agent has completed or received (A) an appraisal of such
inventory from appraisers satisfactory to the Borrowing Base Agent, establishes
an advance rate and reserves therefor and otherwise agrees that such inventory
shall be deemed Eligible Inventory and (B) 

     

    
      
        
        

      

      
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    such
other due diligence as the Borrowing Base Agent may require, all of the results
of the foregoing in respect of such inventory to be reasonably satisfactory to
the Borrowing Base Agent;

     

    (e)        any
inventory not located in the United States or otherwise not subject to a valid
and perfected Lien under the Senior Collateral Documents, subject to no prior or
equal Lien;

     

    (f)        any
supply, scrap or obsolete inventory or inventory that is otherwise
unsaleable;

     

    (g)        any
inventory that is past its expiration date, is damaged or not in good condition,
is a sample used for marketing purposes or does not meet all material standards
imposed by any governmental authority having regulatory authority over such
inventory, except in each case to the extent of its net realizable value as
determined by the Borrowing Base Agent from time to time in its commercially
reasonable judgment;

     

    (h)        any
inventory that is subject to any licensing, patent, royalty, trademark, trade
name or copyright agreement with any third Person from whom the Borrower or any
of its Subsidiaries has received notice of a dispute in respect of such
agreement, to the extent that the Borrowing Base Agent determines, in its
commercially reasonable judgment, that such dispute could be expected to prevent
the sale of such inventory;

     

    (i)        any
inventory which is subject to a negotiable document of title which has not been
delivered to the Administrative Agent;

     

    (j)        any
inventory to the extent that such inventory is not comprised of readily
marketable materials of a type manufactured, consumed or held for resale by the
Subsidiary Loan Parties in the ordinary course of business;

     

    (k)        any
inventory to the extent that such inventory consists of raw materials, component
parts and/or work-in-progress;

     

    (l)        any
inventory in respect of which the applicable representations and warranties in
the Senior Loan Documents are not true and correct in all material
respects;

     

    (m)      any
inventory to which the Subsidiary Loan Parties do not have good title or any
inventory which a Subsidiary Loan Party holds on consignment or on a “sale or
return” basis; and

     

    (n)        any
inventory (as notified by the Collateral Agent to the Borrower) that the
Borrowing Base Agent has, in its commercially reasonable judgment, deemed
ineligible in order to reflect Borrowing Base Factors;

     

    
      
        
        

      

      
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    provided, however, that no
inventory which is stored at a distribution center leased by the Borrower or any
other Person shall be considered “Eligible Inventory” unless each of the waivers obtained pursuant to
the Original Agreement from the lessor of each leased distribution center of the
Subsidiary Loan Parties of any statutory, common law or contractual landlord’s
lien with respect to any inventory of any Subsidiary Loan Party (other than with
respect to inventory located at leased warehouses having a value in the
aggregate not to exceed $40,000,000) shall be in full force and effect
(or the Borrowing Base Agent shall have granted a waiver to such
compliance).

     

    “Eligible Other Inventory
Value” means, at any date of determination, an amount equal to
(i) the cost of Eligible Inventory that is Other Inventory (less any appropriate
reserve for obsolete Other Inventory and any profits accrued in connection with
transfers of Other Inventory between the Borrower and the Subsidiaries or
between Subsidiaries) at such date, in dollars, determined in accordance with
GAAP consistently applied and on a basis consistent with that used in the
preparation of the most recent audited consolidated financial statements of the
Borrower and its Consolidated Subsidiaries delivered to the Lenders pursuant to
Section 5.01(a) multiplied by (ii) the Net
Orderly Liquidation Rate with respect to such Other Inventory.

     

    “Eligible Pharmaceutical
Inventory Value” means, at any date of determination, an amount equal to
(i) the cost of Eligible Inventory that is Pharmaceutical Inventory (less any appropriate
reserve for obsolete Pharmaceutical Inventory and any profits accrued in
connection with transfers of Pharmaceutical Inventory between the Borrower and
the Subsidiaries or between Subsidiaries) at such date, in dollars, determined
in accordance with GAAP consistently applied and on a basis consistent with that
used in the preparation of the most recent audited consolidated financial
statements of the Borrower and its Consolidated Subsidiaries delivered to the
Lenders pursuant to Section 5.01(a) multiplied by (ii) the Net
Orderly Liquidation Rate with respect to such Pharmaceutical
Inventory.

     

    “Eligible Script
Lists” means, at any date of determination, all lists owned and
maintained on such date by the Subsidiary Loan Parties setting forth Persons
(and addresses, telephone numbers or other contact information therefor) who
currently purchase or otherwise obtain, in any Store owned or operated by any
Subsidiary Loan Party, medication required to be dispensed by a licensed
professional.

     

    “Eligible Script Lists
Value” means, at any date of determination, the liquidation value of the
Eligible Script Lists in dollars, as most recently determined in connection with
an appraisal performed for purposes of this Agreement by Washburn &
Associates or such other appraisal firm satisfactory to the Borrowing Base
Agent.

     

    “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters.

     

    
      
        
        

      

      
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    “Environmental
Liability” means all liabilities, obligations, damages, losses, claims,
actions, suits, judgments, orders, fines, penalties, fees, expenses and costs,
(including administrative oversight costs, natural resource damages and
remediation costs), whether contingent or otherwise, arising out of or relating
to: (a) compliance or non-compliance with any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release of any Hazardous Materials or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

     

    “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.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

    “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the
Code.

     

    “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30-day notice period is waived); (b) the existence with respect
to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; or (h) the existence of any
event or condition that could reasonably be expected to constitute grounds under
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan.

     

    “Estimated Borrowing Base
Amount” means the Borrowing Base Amount; provided that for
this purpose the assets and properties of Holdings and its subsidiaries shall be
deemed to have been pledged, on a first priority basis, to the 

     

    
      
        
        

      

      
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    Collateral
Agent for the benefit of the Lenders pursuant to the Senior Collateral
Documents.

     

    “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.

     

    “Event of Default” has
the meaning assigned to such term in Article VII.

     

    “Excess Cash Flow”
means, for any fiscal year, without duplication, of:

     

    (a)        net
cash proceeds from operating activities adjusted by net (repayments to) proceeds
from accounts receivable securitization as reflected in the statement of cash
flows to the financial statements of the Borrower filed with the SEC for the
applicable fiscal year; minus

     

    (b)        the
sum of (i) Consolidated Capital Expenditures for such fiscal year (except
to the extent attributable to the incurrence of Capital Lease Obligations or
synthetic lease obligations or otherwise financed by incurring Long-Term
Indebtedness (exclusive of Revolving Loans and Other Revolving Loans), by
issuing Equity Interests (exclusive of any issuance of Equity Interests to the
Borrower or any of the Subsidiaries and any amounts prepaid pursuant to Section
2.11(c)(ii)), through the receipt of capital contributions (other than capital
contributions made by the Borrower or any of the Subsidiaries) or using the
proceeds of any disposition of assets outside the ordinary course of business or
other proceeds not included in Consolidated Net Income) plus (ii) cash
consideration paid during such fiscal year to make acquisitions or other capital
investments (except to the extent financed by incurring Long-Term Indebtedness
(exclusive of Revolving Loans and Other Revolving Loans), by issuing Equity
Interests (other than to the Borrower or any of the Subsidiaries), through the
receipt of capital contributions (other than capital contributions made by the
Borrower or any of the Subsidiaries) or using the proceeds of any disposition of
assets outside the ordinary course of business or other proceeds not included in
Consolidated Net Income); minus

     

    (c)        the
aggregate principal amount of Long-Term Indebtedness repaid , prepaid,
repurchased, redeemed or defeased (other than with the proceeds of Refinancing
Indebtedness) by the Borrower and its Consolidated Subsidiaries during such
fiscal year, excluding Indebtedness in respect of Revolving Loans and Other
Revolving Loans (except to the extent accompanied by a corresponding reduction
in Revolving Commitments or Other Revolving Commitments pursuant to
Section 2.08) and Letters of Credit.

     

    “Excluded Taxes”
means, with respect to any Agent, any Lender, any Issuing Bank or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America, or by the jurisdiction under


     

    
      
        
        

      

      
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    the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction described in clause (a) above
and (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.19(b)), any withholding tax that (i) is
in effect and would apply to amounts payable to such Foreign Lender at the time
such Foreign Lender becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to any
withholding tax pursuant to Section 2.17(a), or (ii) is attributable to such
Foreign Lender’s failure to comply with Section 2.17(e).

     

    “Existing Guaranteed
Unsecured Indebtedness” means Indebtedness outstanding as of the Second
Restatement Effective Date under the 9.25% Notes and the 8.625%
Notes.

     

    “Existing Non-Guaranteed
Indebtedness” means Indebtedness outstanding as of the Second Restatement
Effective Date under the Borrower’s 6.125% Notes due 2008, the Borrower’s 6.875%
Senior Debentures due 2013, the Borrower’s 7.70% Notes due 2027 and the
Borrower’s 6.875% Notes due 2028.

     

    “Existing Second Priority
Debt” means Indebtedness outstanding as of the Second Restatement
Effective Date under the 8.125% Notes and the 2017 7.5% Notes.

     

    “Factoring Assets”
means any accounts receivable owed to the Borrower or any Subsidiary (whether
now existing or arising or acquired in the future) arising in the ordinary
course of business from the sale of goods or services, all collateral securing
such accounts receivable, all contracts and contract rights and all guarantees
or other obligations in respect of such accounts receivable, all proceeds of
such accounts receivable and other assets (including contract rights) which are
of the type customarily transferred in connection with the factoring of accounts
receivable and which are sold, transferred or otherwise conveyed by the Borrower
or a Subsidiary pursuant to a Factoring Transaction permitted by this
Agreement.

     

    “Factoring Notice”
means a written notice delivered by the Borrower to the Administrative Agent at
least 30 days after the termination of any Securitization program indicating
that the Borrower or its Subsidiaries intend to engage in a Factoring
Transaction.

     

    “Factoring
Transaction” means any transaction or series of transactions entered into
by the Borrower and any Subsidiaries pursuant to which the Borrower or such
Subsidiaries sells, conveys or otherwise transfers (or purports to sell, convey
or  otherwise transfer) Factoring Assets of the Borrower or such
Subsidiaries to a non-related third party factor on market terms as determined
in good faith by the senior management of the Borrower; provided that
(i) no portion of any Indebtedness deemed to exist as a result of such
Factoring Transaction (x) is incurred or Guaranteed by the Borrower or any


     

    
      
        
        

      

      
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    other
Subsidiary (in each case, other than as permitted pursuant to Section
6.01(a)(xvi)), (y) is recourse to the Borrower or any other Subsidiary (in
each case, other than as permitted pursuant to Section 6.01(a)(xvi)) and
(z) is secured (contingently or otherwise) by any Lien on assets of the
Borrower or any other Subsidiary (other than by the Factoring Assets to be sold,
conveyed or transferred to the third party factor), (ii) such Factoring
Transaction is consummated pursuant to customary contracts, arrangements or
agreements entered into with respect to the sale, purchase and servicing of
Factoring Assets on market terms for similar factoring, and (iii) in
connection with such Factoring Transaction, the third party factor enters into
an intercreditor arrangement reasonably acceptable to the Collateral
Agent.

     

    “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     

    “Financial Covenant
Effectiveness Period” means each period on or after the Second
Restatement Effective Date commencing on and including any date on which
Revolver Availability is less than $150,000,000 and ending on and excluding the
first day thereafter, if any, which is the 30th consecutive calendar day on
which Revolver Availability is equal to or greater than
$175,000,000.

     

    “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer, vice
president of financial accounting or controller of the Borrower.

     

    “Financial Statement
Delivery Date” means the first date after the Second
Restatement Effective Date on which a consolidated balance sheet of the Borrower
including the assets of Holdings and its subsidiaries is filed with the
SEC.

     

    “First Amendment to the
Amendment and Restatement” means the First Amendment dated as of
June 4, 2007 to the Amendment and Restatement Agreement.

     

    “First Amendment Effective
Date” shall have the meaning assigned to such term in the First Amendment
to the Amendment and Restatement.

     

    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

     

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

     

    
      
        
        

      

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

     

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

     

    “Government Lockbox Account
Bank” shall have the meaning assigned to such term in the Senior
Subsidiary Security Agreement.

     

    “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.

     

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

     

    “Hazardous Materials”
means (a) petroleum products and byproducts, asbestos, urea formaldehyde
foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons and
all other ozone-depleting substances, or (b) any chemical, material,
substance, waste, pollutant or contaminant that is prohibited, limited or
regulated by or pursuant to any Environmental Law.

     

    “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.

     

    “Holdings” means The Jean Coutu Group (PJC) USA, Inc., a
corporation organized under the laws of the State of Delaware or, if
the Reorganization (as defined in the Stock Purchase Agreement dated as of
August 23, 2006, pursuant to which the Borrower intends to acquire all the
outstanding Equity Interests in Holdings) is consummated prior to the Second Restatement Effective Date, JCG
(PJC) USA, LLC, a limited liability company organized under the laws of the
State of Delaware.

     

    “HIPAA” has the
meaning assigned to such term in Section 3.07.

     

    “Incremental
Commitment” has the meaning assigned to such term in
Section 2.21.

     

    “Incremental Facility”
has the meaning assigned to such term in Section 2.21.

     

    
      
        
        

      

      
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    “Incremental Facility
Amendment” has the meaning assigned to such term in
Section 2.21.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Inside Indebtedness”
means Indebtedness of the Borrower or any Subsidiary (other than intercompany
Indebtedness permitted by Section 6.01(a)(iii)) which matures on or before the
Tranche 2/Tranche 3 Term Maturity Date and any portion of any other
Indebtedness subject to scheduled amortization on or before the
Tranche 2/Tranche 3 Term Maturity Date.

     

    “Integration Capital
Expenditures” means, for any period, all capital expenditures that (a)
are directly attributable to the integration of the acquisition of Holdings and
its subsidiaries and (b) will not recur once the integration of such acquisition
of Holdings and its subsidiaries is complete.

     

    “Integration Expenses”
means, for any period, all expenses that (a) are directly attributable to the
integration of the acquisition of Holdings and its subsidiaries and (b) will not
recur once the integration of such acquisition of Holdings and its subsidiaries
is complete.

     

    “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing or a Term Borrowing in accordance with
Section 2.07.

     

    “Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline
Loan), the last day of each March, June, September and December, (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period, and (c) with
respect to any Swingline Loan, the day that such Loan is required to be
repaid.

     

    “Interest Period”
means, with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending (x) on the numerically corresponding day
in the calendar month that is one, two, three or six and, if agreed to by
all Lenders in the applicable Class, nine or 12 months thereafter, (y) in
the case of Revolving Loans, seven days thereafter or (z) in the case of
Revolving Loans, six weeks thereafter if, at the time of the relevant Borrowing,
all Lenders participating therein agree to make an interest period of such
duration available, in each case as the Borrower may elect; provided that
(i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
(unless, in the case of Interest Periods of one, two, three or six months, such
next succeeding Business Day would fall in the next calendar month, in which
case such Interest Period shall end on the next preceding Business Day),
(ii) any Interest Period of one, two, three or six months that commences on
the last Business Day of a calendar month (or on a day for which there is no
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    Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period and (iii) there shall be no more than two Revolving Loans with a
seven day Interest Period at any time outstanding.  For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

     

    “Inventory” has the
meaning assigned to such term in the Intercompany Inventory Purchase
Agreement.

     

    “Investment” by any
Person in any other Person means (i) any direct or indirect loan, advance or
other extension of credit or capital contribution to or for the account of such
other Person (by means of any transfer of cash or other property to any Person
or any payment for property or services for the account or use of any Person, or
otherwise), (ii) any direct or indirect purchase or other acquisition of any
Equity Interests, bond, note, debenture or other debt or equity security or
evidence of Indebtedness, or any other ownership interest (including, any
option, warrant or any other right to acquire any of the foregoing), issued by
such other Person, whether or not such acquisition is from such or any other
Person, (iii) any direct or indirect payment by such Person on a Guarantee of
any obligation of or for the account of such other Person or any direct or
indirect issuance by such Person of such a Guarantee (provided, however, that for
purposes of Section 6.04, payments under Guarantees not exceeding the amount of
the Investment attributable to the issuance of such Guarantee will not be deemed
to result in an increase in the amount of such Investment) or (iv) any other
investment of cash or other property by such Person in or for the account of
such other Person.  Any repurchase by the Borrower of its own Equity
Interests or Indebtedness shall not constitute an Investment for purposes of
this Agreement.  The amount of any Investment shall be the original
principal or capital amount thereof less all returns of principal or equity
thereon (and without adjustment by reason of the financial condition of such
other Person) and shall, if made by the transfer or exchange of property other
than cash, be deemed to have been made in an original principal or capital
amount equal to the fair market value of such property at the time of such
transfer or exchange.

     

    “Issuing Bank
Agreement” has the meaning assigned to such term in Section
2.05(i).

     

    “Issuing Banks” means
CNAI, JPMorgan Chase Bank, N.A., Bank of America, N.A., Wells Fargo Bank, N.A.
and any other Lender designated as an Issuing Bank in accordance with the
provisions of Section 2.05(k), in each case in its capacity as an issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.05(i).  An Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of such Issuing
Bank, in which case the term “Issuing Banks” shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

     

    “Joint Venture” means,
with respect to any Person, at any date, any other Person in whom such Person
directly or indirectly holds an Investment consisting of an Equity Interest, and
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    the
financial results of such Person on the consolidated financial statements of
such Person, if such statements were prepared in accordance with GAAP as of such
date.

     

    “Latest Maturity Date”
means, at any date of determination, the latest of (a) the
Revolving/Tranche 1 Term Maturity Date, (b) the Tranche 2/Tranche 3 Term
Maturity Date and (c) the latest maturity date of any Other Term Loan or Other
Revolving Loan, in each case as extended in accordance with this Agreement from
time to time.

     

    “LC Commitment” means,
with respect to each Issuing Bank, the commitment of such Issuing Bank to issue
Letters of Credit pursuant to Section 2.05.

     

    “LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Letter of
Credit.

     

    “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time.  The LC Exposure of any
Revolving Lender at any time shall be its Applicable Percentage of the total LC
Exposure at such time.

     

    “Lenders” means the
Persons that were Lenders under the Original Restated Agreement and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, an Incremental Facility Amendment or a Refinancing Amendment, other
than any such Person that ceases to be a party hereto pursuant to an Assignment
and Acceptance.  Unless the context otherwise requires, the term
“Lenders” includes the Swingline Lender.

     

    “Letter of Credit”
means any letter of credit issued pursuant to this Agreement.

     

    “Leverage Ratio”
means, on any date, the ratio of (a) Total Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
completed on or prior to such date.

     

    “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Page 3750 of the Telerate Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period.  In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
rounded upwards, if necessary, to the next 1/100 of 1% at which dollar deposits
of $5,000,000 and for a maturity comparable to such Interest Period are offered
by the principal London office of the Administrative 

     

    
      
        
        

      

      
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    Agent
in immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period.  Notwithstanding the foregoing, solely for
purposes of calculating interest in respect of any Tranche 3 Term Loan that
is a Eurodollar Loan, the LIBO Rate in respect of any applicable Interest Period
will be deemed to be 3.00% per annum if the LIBO Rate for such Interest Period
calculated pursuant to the foregoing provisions would otherwise be less than
3.00% per annum.

     

    “LIFO Adjustments”
means, for any period, the net adjustment to costs of goods sold for such period
required by the Borrower’s LIFO inventory method, determined in accordance with
GAAP.

     

    “Loan Modification
Agreement” shall mean a Loan Modification Agreement in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower, among the
Borrower, the other Loan Parties, as applicable, and one or more Accepting
Lenders.

     

    “Loan Modification
Offer” shall have the meaning assigned to such term in
Section 9.19(a).

     

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

     

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

     

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

     

    “Long-Term
Indebtedness” means any Indebtedness that, in accordance with GAAP,
constitutes (or, when incurred, constituted) a long-term liability.

     

    “Margin Stock” means
“margin stock”, as such term is defined in Regulation U of the
Board.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
operations, properties, condition (financial or otherwise), or prospects of the
Borrower and the Subsidiaries, taken as a whole, (b) the ability of any
Loan Party to perform any of its material obligations under any Senior Loan
Document to which it is a party or (c) the legality, validity or
enforceability of the Senior Loan Documents (including, without limitation, the
validity, enforceability or priority of security interests granted thereunder)
or the rights of or benefits or remedies available to the Lenders under any
Senior Loan Document.

     

    “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one
or more of the Borrower and the Subsidiaries in an aggregate principal amount
exceeding $50,000,000.  For purposes of this definition, the
“principal amount” of the 

     

    
      
        
        

      

      
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    obligations
of the Borrower or any Subsidiary in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Subsidiary would be required to pay if
such Hedging Agreement were terminated at such time.

     

    “Maximum Rate” has the
meaning assigned to such term in Section 9.13.

     

    “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

     

    “Net Orderly Liquidation
Rate” means, with respect to any type of inventory, at any date of
determination, the net orderly liquidation rate with respect to such type of
inventory, expressed as a percentage of carrying cost after giving effect to
reserves, as determined by Hilco Appraisal Services, LLC (or another appraisal
firm chosen by the Borrowing Base Agent) in connection with the most recent
appraisal of inventory of the Borrower and the Subsidiaries.

     

    “Net Proceeds” means,
with respect to any event (a) the cash proceeds received in respect of such
event including (i) any cash received in respect of any non-cash proceeds,
but only as and when received, (ii) in the case of a casualty, insurance
proceeds and (iii) in the case of a condemnation or similar event, condemnation
awards and similar payments, net of (b) the
sum of (i) all reasonable fees and out-of-pocket expenses paid by the
Borrower and the Subsidiaries to third parties (other than Affiliates) in
connection with such event, (ii) in the case of a sale, transfer or other
disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or a condemnation or similar proceeding), the amount of all
payments required to be made by the Borrower and the Subsidiaries as a result of
such event to repay Indebtedness (other than Loans and Permitted First Priority
Debt) secured by such asset and (iii) the amount of all taxes paid (or
reasonably estimated to be payable) by the Borrower and the Subsidiaries, and
the amount of any reserves established by the Borrower and the Subsidiaries to
fund contingent liabilities reasonably estimated to be payable, in each case
during the year that such event occurred or the next succeeding year and that
are directly attributable to such event (as determined reasonably and in good
faith by a Financial Officer).

     

    “New Notes” means the
Borrower’s (i) 9.375% Notes and (ii) 2017 9.50% Notes.

     

    “Offer Period” has the
meaning assigned to such term in Section 2.21.

     

    “Operating Subsidiary”
has the meaning assigned to such term in the Intercompany Inventory Purchase
Agreement.

     

    “Optional Debt
Repurchase” means any optional or voluntary repurchase, redemption,
retirement or defeasance (for cash or in exchange for Indebtedness permitted
hereunder) by the Borrower or any Subsidiary of any Indebtedness of the
Borrower.

     

    
      
        
        

      

      
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    “Original Agreement”
means this Agreement, including all amendments hereto and waivers hereof
effective prior to the 2008 Restatement Effective Date, as in effect immediately
prior to the 2008 Restatement Effective Date.

     

    “Original Restated
Agreement” means this Agreement, including all amendments hereto and
waivers hereof effective prior to the 2009 Restatement Effective Date, as in
effect immediately prior to the 2009 Restatement Effective Date.

     

     “Other Inventory”
means all inventory other than Pharmaceutical Inventory.

     

    “Other Inventory Advance
Rate” means the other inventory advance rate determined in accordance
with Section 2.20.

     

    “Other Revolving Availability
Period” means the period from and including the date of the effectiveness
of the applicable Other Revolving Commitments to but excluding the date of
termination of the applicable Other Revolving Commitments, or as otherwise
provided for in the applicable Refinancing Amendment or Loan Modification
Agreement.

     

    “Other Revolving Credit
Borrowing” means a Borrowing comprised of Other Revolving Loans of the
same Type made, converted or continued on the same date and, in the case of a
Eurodollar Loan, as to which a single Interest Period is in effect.

     

    “Other Revolving
Commitments” means one or more Classes of revolving credit commitments
that result from (a) a modification of the Revolving Credit Commitments
pursuant to a Loan Modification Offer or (b) a Refinancing
Amendment.

     

    “Other Revolving
Exposures” means, at any time, the sum of (a) the outstanding
principal amount of all Loans made pursuant to Other Revolving Commitments of
any Class at such time, plus (b) the
aggregate undrawn outstanding amount of Letters of Credit issued pursuant to
Other Revolving Commitments of such Class at such time, plus (c) the
aggregate amount of disbursements made pursuant to Letters of Credit issued
pursuant to Other Revolving Commitments of such Class that have not yet been
reimbursed by or on behalf of the Borrower at such time, in each case to the
extent not included in the Revolving Exposures at such time.

     

    “Other Revolving
Loans” means the Revolving Loans made pursuant to any Other Revolving
Commitment.

     

    “Other Taxes” means
any and all present or future recording, stamp, documentary, excise, transfer,
sales, property or similar taxes, charges or levies arising from any payment
made under any Senior Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Senior Loan
Document.

     

    “Other Term Borrowing”
means a Borrowing comprised of Other Term Loans.

     

    
      
        
        

      

      
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    “Other Term
Commitments” means one or more Classes of term loan commitments that
result from a Refinancing Amendment.

     

    “Other Term Lender”
means a Lender with an Other Term Commitment or an outstanding Other Term
Loan.

     

    “Other Term Loans”
means one or more Classes of Term Loans that result from a Refinancing Amendment
or a Permitted Amendment effected pursuant to a Loan Modification
Offer.

     

    “Outside Indebtedness”
means Indebtedness of the Borrower or any Subsidiary (other than intercompany
Indebtedness permitted by Section 6.01(a)(iii)) that matures after the
Tranche 2/Tranche 3 Term Maturity Date, including the amount of any
scheduled amortization after the Tranche 2/Tranche 3 Term Maturity
Date.

     

    “Parent Undertaking”
means an agreement by the Borrower to cause a Subsidiary other than a
Securitization Vehicle to perform its obligations under the instruments
governing a Securitization which agreement (a) contains terms that are
customarily included in securitizations of accounts receivable involving
comparable companies and (b) does not provide for any Guarantee of payment or
other credit support in respect of Securitization Assets or Third Party
Interests.

     

    “Participant” has the
meaning assigned to such term in Section 9.04(c)(i).

     

    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     

    “Perfection
Certificate” means a certificate in the form of Schedule 8 to the
Senior Subsidiary Security Agreement or any other form approved by the
Agents.

     

    “Permitted Amendments”
shall have the meaning assigned to such term in
Section 9.19(c).

     

    “Permitted
Encumbrances” means:

     

    (a)        Liens
imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.05;

     

    (b)        carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 60 days or are being contested in
compliance with Section 5.05;

     

    (c)        pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations;

     

    
      
        
        

      

      
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    (d)        deposits
to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business;

     

    (e)        judgment
liens in respect of judgments that do not constitute an Event of Default under
clause (k) of Article VII;

     

    (f)        easements,
zoning restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Borrower or any Subsidiary;

     

    (g)        licenses,
sublicenses, leases or subleases granted in the ordinary course of business with
respect to real property;

     

    (h)        landlord
Liens arising by law securing obligations not overdue by more than 60 days
or being contested in good faith; and

     

    (i)        Liens
in favor of a credit card or debit card processor arising in the ordinary course
of business under any processor agreement and relating solely to the amounts
paid or payable by, or customary deposits or reserves held by, such credit card
or debit card processor;

     

    provided that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

     

    “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) 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


     

    
      
        
        

      

      
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    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) the Senior Lien Intercreditor
Agreement pursuant to, and by satisfying the conditions set forth in,
Section 5.02(c) thereof, provided that, if
such Indebtedness will be the initial Permitted First Priority Debt incurred by
the Borrower, then the Borrower, the Subsidiary Guarantors, the Senior
Collateral Agent and the Representative for such Indebtedness shall have
executed and delivered the Senior Lien Intercreditor Agreement.  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.

     

    “Permitted Second Priority
Debt” means Second Priority Debt of the Borrower; provided that (a) the
terms of any such Indebtedness, and of any agreement entered into and of any
instrument issued in connection therewith, are otherwise permitted by the Senior
Loan Documents, (b) if such Indebtedness is issued or incurred to Refinance
existing Indebtedness, such Indebtedness has a later maturity and a longer
weighted average life than such existing Indebtedness, (c) 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, (d) 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, (e) 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 (f)
notwithstanding clause (ii) of the definition of the term “Second Priority
Debt”, such Indebtedness may mature prior to the date that is 90 days after the
Latest Maturity Date in effect on the date of issuance of such Indebtedness to
the extent such Second Priority Debt (i) constitutes Refinancing
Indebtedness in respect of (A) Indebtedness under this Agreement,
(B) Permitted First Priority Debt incurred under Section 6.01(a)(i) or
(C) Permitted Second Priority Debt incurred under Section 6.01(a)(i) or
(ii) is permitted by Section 6.01(a)(vii) or Section
6.01(a)(xvi)(C).

     

    “Permitted Unsecured
Indebtedness” means unsecured Indebtedness of the Borrower; provided that (a) the
terms of any such Indebtedness, and of any agreement entered into and of any
instrument issued in connection therewith, are otherwise permitted by the Senior
Loan Documents, (b) if such Indebtedness is issued or incurred to refinance
existing Indebtedness, such Indebtedness has a later maturity and a longer
weighted average life than such existing Indebtedness, (c) 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, (d) 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 and (e) 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.

     

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

     

    
      
        
        

      

      
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    “Pharmaceutical
Inventory” means all inventory consisting of products that can be
dispensed only on order of a licensed professional.

     

    “Pharmaceutical Inventory
Advance Rate” means the pharmaceutical inventory advance rate determined
in accordance with Section 2.20.

     

    “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate has any liability or is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.

     

    “Platform” has the
meaning assigned to such term in Section 9.16(b).

     

    “Preferred Stock”
means, with respect to any corporation, capital stock issued by such corporation
that is entitled to a preference or priority, in respect of dividends or
distributions upon liquidation, over some other class of capital stock issued by
such corporation.

     

    “Prepayment Event”
means:

     

    (a)        any
sale, transfer or other disposition (including pursuant to a sale and leaseback
transaction) of any property or asset of the Borrower or any Subsidiary, other
than (i) sales, transfers or other dispositions described in clauses (i),
(iii), (iv), (vi) and (vii) of Section 6.05, (ii) sales, transfers or other
dispositions described in clause (v) of Section 6.05 to the extent the
resulting aggregate Net Proceeds from all such sales, transfers or other
dispositions do not exceed $50,000,000 and (iii) other sales, transfers or
dispositions resulting in aggregate Net Proceeds not exceeding $10,000,000
during any fiscal year of the Borrower; or

     

    (b)        any
casualty or other insured damage to, or any taking under power of eminent domain
or by condemnation or similar proceeding of, any property or asset of the
Borrower or any Subsidiary; or

     

    (c)        the
issuance by the Borrower or any Subsidiary of any Equity Interests, or the
receipt by the Borrower or any Subsidiary of any capital contribution, other
than (i) any such issuance of Equity Interests to, or receipt of any such
capital contribution from, the Borrower or a Subsidiary or (ii) any such
issuance of Equity Interests to the extent the proceeds of such issuance are
used to fund a Business Acquisition; or

     

    (d)        the
incurrence by the Borrower or any Subsidiary of any Indebtedness, other than (i)
Indebtedness described in clauses (i), (ii), (iii), (iv), (v), (vi), (ix), (x),
(xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of Section 6.01(a),
(ii) extensions, renewals, refinancings or replacements of Indebtedness
described in clauses (vii) and (viii) of Section 6.01(a) and (iii)
Indebtedness 

     

    
      
        
        

      

      
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    described
in clauses (vii) and (viii) of Section 6.01(a) to the extent the proceeds of
such Indebtedness are used to fund a Business Acquisition.

     

    “Qualified Preferred
Stock” means Preferred Stock of the Borrower that does not require any
cash payment (including in respect of redemptions or repurchases), other than in
respect of cash dividends, before the date that is six months after the Tranche
2/Tranche 3 Term Maturity Date.

     

    “Refinanced Debt” has
the meaning set forth in the definition of the term “Refinancing
Indebtedness”.

     

    “Refinancing
Amendment” means an amendment to this Agreement in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower executed by
each of (a) the Borrower and each Subsidiary Loan Party, as applicable, (b) the
Administrative Agent and (c) each Additional Lender and Lender that agrees to
provide any portion of the Refinancing Indebtedness being incurred pursuant
thereto, in accordance with Section 6.01(c).

     

    “Refinancing
Indebtedness” means Indebtedness (which shall be deemed to include
Attributable Debt, Revolving Commitments, any Other Revolving Commitments and
any other revolving commitments solely for the purposes of this definition),
including any successive Refinancing Indebtedness, (a) issued, incurred or
otherwise obtained (including by means of the extension or renewal of existing
Indebtedness) in exchange for, or to extend, renew, replace or refinance, in
whole or part, existing Indebtedness (provided that, if
such existing Indebtedness is revolving Indebtedness, there is a corresponding
reduction in the applicable lending commitments), Third Party Interests or
Attributable Debt, the Revolving Commitments or other revolving commitments
(including Additional Senior Debt or any successive Refinancing Indebtedness)
(“Refinanced
Debt”) or (b) incurred pursuant to any Other Revolving Commitments
that constitute Refinancing Indebtedness pursuant to clause (a) above;
provided that
(i) the terms of any such Indebtedness, and of any agreement entered into and of
any instrument issued in connection therewith, are otherwise permitted by the
Senior Loan Documents, (ii) such extending, renewing or refinancing
Indebtedness (including, if such Indebtedness includes any Other Revolving
Commitments, the unused portion of such Other Revolving Commitments) is in an
original aggregate principal amount not greater than the aggregate principal
amount of, and unpaid interest on, the Refinanced Debt (and, in the case of
Refinanced Debt consisting, in whole or in part, of unused Revolving Commitments
or Other Revolving Commitments, the amount thereof) plus the amount of
any premiums paid thereon, fees and expenses associated therewith and original
issue discount related to such extending, renewing or refinancing Indebtedness,
(iii) such Indebtedness has a later maturity and a longer weighted average life
than the Refinanced Debt, (iv) 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, (v) 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, (vi) if the Refinanced Debt or
any Guarantees thereof are subordinated in right of payment 

     

    
      
        
        

      

      
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    to
the Senior Loan Obligations, such Indebtedness shall be subordinated in right of
payment to the Senior Loan Obligations, on terms no less favorable, taken as a
whole, to the holders of the Senior Loan Obligations than the subordination
terms of such Refinanced Debt or Guarantees thereof (and no Loan Party,
Holdings, nor any of its subsidiaries that has not guaranteed such Refinanced
Debt guarantees such Indebtedness), (vii) unless such Indebtedness is
incurred pursuant to this Agreement (including any Refinancing Amendment
executed in accordance with Section 6.01(c) or Loan Modification Agreement
executed in accordance with Section 9.19), 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, (viii) such Indebtedness is benefited by Guarantees (if any) which, taken
as a whole, are not materially less favorable to the Lenders than the Guarantees
(if any) in respect of such Refinanced Debt, (ix) if such Refinanced Debt
or any Guarantees thereof are secured, (1) such Indebtedness and any
Guarantees thereof are either unsecured or secured only by such property or
assets as secured the Refinanced Debt and Guarantees thereof and not any
additional property or assets of the Borrower or any Subsidiary (other than
(A) property or assets acquired after the issuance or incurrence of such
Refinancing Indebtedness that would have been subject to the Lien securing
refinanced Indebtedness if such Indebtedness had not been refinanced,
(B) additions to the property or assets subject to the Lien, (C) the
proceeds of the property or assets subject to the Lien and (D) if such
Refinancing Indebtedness consists in whole or in part of Revolving Commitments
or Other Revolving Commitments, cash or cash equivalents to secure obligations
in respect of letters of credit issued thereunder) and (2) if such
Refinanced Debt is Second Priority Debt and such Indebtedness is secured, such
Indebtedness must be Permitted Second Priority Debt, (x) if such Refinanced
Debt and any Guarantees thereof are unsecured, such Indebtedness and Guarantees
thereof are also unsecured, (xi) any Net Cash Proceeds of such Indebtedness
(other than any such Indebtedness that consists of unused Revolving Commitments
or Other Revolving Commitments) are used no later than 45 days following receipt
thereof to repay the Refinanced Debt and pay any accrued interest, fees,
premiums (if any) and expenses in connection therewith, provided that, if
such Refinanced Debt (other than unused Revolving Commitments or unused Other
Revolving Commitments) comprises Indebtedness under this Agreement or Additional
Senior Debt, then such Refinanced Debt shall be repaid, defeased or satisfied
and discharged, and all accrued interest, fees and premiums (if any) in
connection therewith shall be paid, on the date such Indebtedness is issued,
incurred or obtained; and provided, further, that to the
extent that such Refinanced Debt consists, in whole or in part, of Revolving
Commitments, Other Revolving Commitments or other revolving commitments (or
Revolving Loans, Other Revolving Loans, Swingline Loans or other revolving loans
incurred pursuant to any Revolving Commitments, Other Revolving Commitments or
other revolving commitments, as applicable), such Revolving Commitments, Other
Revolving Commitments or other revolving commitments, as applicable, shall be
terminated, and all accrued fees in connection therewith shall be paid, on the
date such Indebtedness is issued, incurred or obtained, and (xii)  if such
Refinanced Debt is Indebtedness incurred under this Agreement or Additional
Senior Debt and the Refinancing Indebtedness in respect thereof will be secured,
then such Refinancing Indebtedness must be (A) Permitted First Priority
Debt, (B) incurred pursuant to this Agreement (including pursuant to a
Refinancing Amendment) or (C) Permitted Second Priority Debt.

     

     

    
      
        
        

      

      
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    “Register” has the
meaning set forth in Section 9.04.

     

    “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.

     

    “Repurchase
Expenditures” means, with respect to any Optional Debt Repurchase, the
aggregate amount of expenditures made or required to be made to effect such
Optional Debt Repurchase, including without limitation payments on account of
principal, premium and fees payable to holders of the Indebtedness purchased or
reacquired in connection with such Optional Debt Repurchase, but excluding
payments representing accrued interest to the date of such Optional Debt
Repurchase and excluding fees and expenses paid to third parties in connection
therewith.

     

    “Required Lenders”
means, at any time, Lenders having Revolving Exposures, Other Revolving
Exposures, outstanding Term Loans and unused Commitments representing more than
50% of the sum of the total Revolving Exposures, Other Revolving Exposures,
outstanding Term Loans and unused Commitments at such time.

     

    “Requirement of Law”
means, with respect to any Person, the charter and by-laws or other
organizational or governing documents of such Person, and any law, rule or
regulation (including Environmental Laws, the Code and ERISA) or order, decree
or other determination of an arbitrator or a court or other Governmental
Authority applicable to or binding upon such Person or any of its property or
assets or to which such Person or any of its property or assets is
subject.

     

    “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property, except dividends payable solely in shares of the Borrower’s common
stock or Qualified Preferred Stock) with respect to any Equity Interests in the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property, except payments made solely with common equity), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Equity Interests in the Borrower
or any Subsidiary or any option, warrant or other right to acquire any such
Equity Interests in the Borrower or any Subsidiary; provided that in no
event shall (a) any exchange of Qualified Preferred Stock with other
Qualified Preferred Stock or (b) any payment or other distribution in
respect of any Indebtedness pursuant to any of clauses (i) through (x) of
Section 6.08(b) or Section 6.08(c) be deemed a Restricted
Payment.

     

    “Revolver
Availability” means, on any date of determination, the maximum amount of
Revolving Loans or Other Revolving Loans that could be made to the Borrower on
such date pursuant to Section 2.01(b) or pursuant to any Refinancing


     

    
      
        
        

      

      
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    Amendment
or Loan Modification Agreement pursuant to the use of unused Commitments on such
date.

     

    “Revolving Availability
Period” means the period from and including the Second Restatement
Effective Date to but excluding the earlier of the Revolving/Tranche 1 Term
Maturity Date and the date of termination of the Revolving
Commitments.

     

    “Revolving Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to
make Revolving Loans and to acquire participations in Letters of Credit and
Swingline Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender’s Revolving Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08
and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 9.04.  The aggregate amount
of the Lenders’ Revolving Commitments on the Second Restatement Effective Date
is $1,750,000,000.

     

    “Revolving Exposure”
means, with respect to any Lender at any time, the sum of the outstanding
principal amount of such Lender’s Revolving Loans and its LC Exposure and
Swingline Exposure at such time.

     

    “Revolving Lender”
means a Lender with a Revolving Commitment or, if the Revolving Commitments have
terminated or expired, a Lender with a Revolving Exposure.

     

    “Revolving Loan” means
a Loan made pursuant to clause (b) of Section 2.01.

     

    “Revolving/Tranche 1 Term
Maturity Date” means September 30, 2010.

     

    “Script Lists Advance
Rate” means the Script Lists advance rate determined in accordance with
Section 2.20.

     

    “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.

     

    
      
        
        

      

      
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    “Securitization” means
any transaction or series of transactions entered into by the Borrower and any
Subsidiaries pursuant to which the Borrower or such Subsidiaries sell, convey or
otherwise transfer (or purport to sell, convey or otherwise transfer)
Securitization Assets to a Securitization Vehicle or another Subsidiary which
sells, conveys or otherwise transfers (or purports to sell, convey or otherwise
transfer) Securitization Assets to a Securitization Vehicle, and such
Securitization Vehicle finances the acquisition of such Securitization Assets
(i) with proceeds from the issuance of Third Party Interests,
(ii) with Sellers’ Retained Interests, (iii) with proceeds from the
sale or collection of Securitization Assets previously purchased by such
Securitization Vehicle or (iv) with proceeds from the sale of Securitization
Assets to another Securitization Vehicle.  For purposes of this
Agreement, the “amount” or “principal amount” of any Securitization shall be
deemed at any time to be (1) the aggregate principal or stated amount of
the Third Party Interests (which stated amount may be described as a “net
investment”, “capital”, “invested amount” or similar term reflecting the amount
invested in any beneficial interest constituting a Third Party Interest)
incurred or issued pursuant to such Securitization, in each case outstanding at
such time, or (2) in the case of any Securitization in respect of which no
such principal or stated amount is determinable, the cash purchase price paid by
the buyer in connection with its purchase of Third Party Interests less the
amount of collections received in respect of such Third Party Interests and paid
to such buyer, excluding any amounts applied to purchase fees or discount or in
the nature of interest.

     

    “Securitization
Assets” means any accounts receivable owed to the Borrower or any
Subsidiary (whether now existing or arising or acquired in the future) arising
in the ordinary course of business from the sale of goods or services, all
collateral securing such accounts receivable, all contracts and contract rights
and all guarantees or other obligations in respect of such accounts receivable,
all proceeds of such accounts receivable and other assets (including contract
rights) which are the type customarily transferred in connection with
securitizations of accounts receivable and which are sold, transferred or
otherwise conveyed (or purported to be sold, transferred or otherwise conveyed)
by the Borrower or a Subsidiary to a Securitization Vehicle in connection with a
Securitization permitted by Sections 6.01 and 6.05.

     

    “Securitization Refinancing
Indebtedness” means Indebtedness that constitutes Refinancing
Indebtedness in respect of any Third Party Interests or Indebtedness incurred
pursuant to Section 6.01(a)(xvi)(A); provided, however, that (a)
such Indebtedness shall not be required to comply with clause (viii) or (ix) of
the first proviso in the definition of the term “Refinancing Indebtedness”, (b)
if such Indebtedness or any Guarantees thereof are secured, then such
Indebtedness must constitute Permitted Second Priority Debt, (c) such
Indebtedness is not Guaranteed by any Subsidiary other than a Subsidiary
Guarantor and (d) for purposes of clause (iii) of the first proviso in the
definition of the term “Refinancing Indebtedness”, the maturity date of such
Third Party Interests shall be deemed to be the “Commitment Termination Date” or
the “Facility Termination Date” (or similar scheduled or stated event, however
designated) under the applicable Securitization.

     

    
      
        
        

      

      
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    “Securitization
Vehicle” means a Person that is a direct or indirect wholly owned
Subsidiary used solely for the purpose of effecting one or more Securitizations
to which the Borrower and/or Subsidiaries and/or another Securitization Vehicle
transfer Securitization Assets and which, in connection with such Securitization
either issues Third Party Interests or transfers such Securitization Assets to
another Securitization Vehicle that issues Third Party Interests; provided, in each
case, that (i) each such Person shall engage in no business other than the
purchase of Securitization Assets pursuant to Securitizations permitted by
Sections 6.01 and 6.05, the issuance of Third Party Interests and any
activities reasonably related thereto, (ii) no portion of the Indebtedness
or other obligations (contingent or otherwise) of such Person (x) is
Guaranteed by the Borrower or any other Subsidiary, other than any Guarantee of
obligations (other than of principal of, or interest on, Indebtedness) that may
be deemed to exist solely by virtue of Standard Securitization Undertakings,
(y) is recourse to the Borrower or any other Subsidiary other than by
virtue of Standard Securitization Undertakings and (z) is secured
(contingently or otherwise) by any Lien on assets of the Borrower or any other
Subsidiary other than by virtue of Standard Securitization Undertakings,
(iii) such Person has no contract, agreement, arrangement or understanding
with the Borrower or any other Subsidiary other than (A) customary contracts,
arrangements or agreements entered into with respect to the sale, purchase and
servicing of Securitization Assets on market terms for similar securitization
transactions and (B) Guarantees and pledges of security as required by the
Senior Loan Documents and the Second Priority Debt Documents and
(iv) neither the Borrower nor any Subsidiary has any obligations to
maintain or preserve such Person’s financial condition or cause it to achieve
certain levels of operating results other than pursuant to Standard
Securitization Undertakings.

     

    “Seller” means The
Jean Coutu Group (PJC) Inc., a corporation organized under the laws of
Quebec.

     

    “Sellers’ Retained
Interests” means the debt or equity interests held by the Borrower or any
Subsidiary in a Securitization Vehicle to which Securitization Assets have been
transferred (or purported to have been transferred) in a Securitization
permitted by Sections 6.01 and 6.05, including any such debt or equity
received in consideration for the Securitization Assets
transferred.

     

    “Senior Lien Intercreditor
Agreement” means the Intercreditor Agreement substantially in the form of
Exhibit J among the Administrative Agent, the Collateral Agent, Rite Aid,
the Subsidiary Guarantors and the Senior Representatives for purposes thereof
for any Additional Senior Debt Parties.

     

    “Series G Preferred
Stock” means the Borrower’s 7% Series G cumulative, convertible
pay-in-kind preferred stock held by Green Equity Investors III, L.P. or one of
its Affiliates on the Second Restatement Effective Date.

     

    “Series H Preferred
Stock” means the Borrower’s 6% Series H cumulative, convertible
pay-in-kind preferred stock held by Green Equity Investors III, L.P. or one of
its Affiliates on the Second Restatement Effective Date.

     

    
      
        
        

      

      
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    “Standard Securitization
Undertakings” means representations, warranties, covenants and
indemnities made by the Borrower or a Subsidiary in connection with
Securitizations permitted by Sections 6.01 and 6.05 which representations,
warranties, covenants and indemnities are customarily included in
securitizations of accounts receivable involving comparable
companies.

     

    “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the aggregate
of the maximum reserve percentages expressed as a decimal (including any
marginal, special, emergency or supplemental reserves) established by the Board
to which the Administrative Agent is subject with respect to Eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board).  Such reserve percentages shall
include those imposed pursuant to such Regulation D.  Eurodollar
Loans shall be deemed to constitute eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation.  The Statutory Reserve
Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.

     

    “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,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

     

    “Subsidiary” means any
subsidiary of the Borrower.

     

    “Subsidiary Loan
Party” means each Subsidiary set forth on Schedule 1.01
hereto 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; provided that no
Subsidiary that engages solely in the Borrower’s pharmacy benefits management
business shall be deemed a Subsidiary Loan Party.

     

    “Supermajority
Lenders” means, at any time, Lenders having Revolving Exposures, Other
Revolving Exposures, outstanding Term Loans and unused Commitments representing
more than 66-2/3% of the aggregate Revolving Exposures, outstanding Term Loans
and unused Commitments of all Lenders at such time.

     

    
      
        
        

      

      
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    “Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time.  The Swingline Exposure of any Lender at any
time shall be its Applicable Percentage of the total Swingline Exposure at such
time.

     

    “Swingline Lender”
means CNAI, in its capacity as the lender of Swingline Loans
hereunder.

     

    “Swingline Loan” means
a Loan made pursuant to Section 2.04.

     

    “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    “Term
Loans” means the Tranche 1
Term Loans, the Tranche 2 Term Loans, the Tranche 3 Term Loans and the Other
Term Loans (if any), or any combination thereof (as the context
requires).

     

    “Third Party
Interests” means, with respect to any Securitization, notes, bonds or
other debt instruments, beneficial interests in a trust, ownership interests
(including any fractional undivided interests) in a pool or pools of accounts
receivable or other interests or securities issued or sold for cash
consideration by a Securitization Vehicle to banks, investors or other financing
sources (other than the Borrower or its Subsidiaries) the proceeds of which are
used to finance, in whole or in part, the purchase by such Securitization
Vehicle of accounts receivables or other Securitization Assets in a
Securitization.

     

    “Total Indebtedness”
means, as of any date, the sum of the aggregate principal amount of Indebtedness
of the Borrower and its Consolidated Subsidiaries outstanding as of such date,
in the amount that would be reflected on a balance sheet prepared as of such
date on a consolidated basis in accordance with GAAP plus, without
duplication, the aggregate outstanding amount of Third Party Interests (which
amount may be described as a “net investment”, “capital”, “invested amount”,
“principal amount” or similar term reflecting the aggregate amount invested in
beneficial interests constituting Third Party Interests).

     

    “Tranche 1 Term
Lender” means a Lender with a Tranche 1 Term Commitment or an outstanding
Tranche 1 Term Loan.

     

    “Tranche 2 Term
Lender” means a Lender with a Tranche 2 Term Commitment or an outstanding
Tranche 2 Term Loan.

     

    “Tranche 3 Term
Lender” means a Lender with a Tranche 3 Term Commitment or an outstanding
Tranche 3 Term Loan.

     

    “Tranche 1 Term Loans”
means Loans made or deemed made under clause (a) of Section 2.01.

     

    
      
        
        

      

      
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    “Tranche 2 Term Loans”
means Loans made or deemed made under clause (c) of
Section 2.01.

     

    “Tranche 3 Term Loans”
means Loans made or deemed made under clause (d) of
Section 2.01.

     

    “Tranche 1 Term
Commitment” means, with respect to each Lender, the commitment, if any,
of such Lender to make a Tranche 1 Term Loan hereunder on the First
Restatement Effective Date, expressed as an amount representing the maximum
principal amount of the Tranche 1 Term Loans to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant
to Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04.  The
aggregate amount of the Lenders’ Tranche 1 Term Commitments on the First
Restatement Effective Date is $145,000,000.

     

    “Tranche 2
Term Commitment” means,
with respect to each Lender, the commitment, if any, of such Lender to make a
Tranche 2 Term Loan hereunder on the Second Restatement Effective Date,
expressed as an amount representing the maximum principal amount of the Tranche
2 Term Loans to be made by such Lender hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04.  The aggregate amount of the Lenders’ Tranche 2 Term
Commitments on the Second Restatement Effective Date is
$1,105,000,000.

     

    “Tranche 3
Term Commitment” means,
with respect to each Lender, the commitment, if any, of such Lender to make a
Tranche 3 Term Loan hereunder on the 2008 Restatement Effective Date, expressed
as an amount representing the maximum principal amount of the Tranche 3 Term
Loans to be made by such Lender hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
9.04.  The aggregate amount of the Lenders’ Tranche 3 Term Commitments
on the 2008 Restatement Effective Date is $350,000,000.

     

    “Tranche 2/Tranche 3 Term
Maturity Date” means June 4, 2014.

     

    “Transactions” means
the execution, delivery and performance by the Borrower, the Subsidiary Loan
Parties and Holdings and its subsidiaries, as applicable, of the 2009 Amendment
and Restatement Agreement and each other document contemplated thereby to be
executed on the 2009 Restatement Effective Date to which it is a party and the
other transactions to be effected on the 2009 Restatement Effective
Date.

     

    “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “USA Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001.

     

    
      
        
        

      

      
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    “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Title IV of ERISA.

     

    SECTION
1.02.        Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings also may be classified and referred to
by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”).

     

    SECTION
1.03.        Terms
Generally.  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 (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein); provided, however, that
amendments to the Indentures and the Second Priority Debt Documents after the
Second Restatement Effective Date shall be effective for purposes of references
thereto in this Agreement and the other Senior Loan Documents only if such
amendments are permitted hereunder and under the Second Priority Debt Documents
and the Additional Senior Debt Documents or are consented to in writing for such
purpose by the Required Lenders (or such other percentage of the Lenders as may
be specified herein) and the applicable holders of Second Priority Debt and
Additional Senior Debt required by the terms of the Second Priority Debt
Documents and the Additional Senior Debt Documents, as applicable, (b) any
reference herein to any Person shall be construed to include such Person’s
successors and assigns, (c) 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, (d) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
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.

     

    SECTION
1.04.        Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the Second Restatement Effective Date in GAAP or in the
application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of 

     

    
      
        
        

      

      
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    whether
any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.

     

    SECTION
1.05.        Terms Defined in Definitions
Annex.  Capitalized terms used in this Agreement that are not
defined in Section 1.01 shall have the meanings assigned to such terms in the
Definitions Annex (but any definition of such a term in the Definitions Annex
shall be disregarded for purposes hereof if such term is also defined in
Section 1.01).

     

    ARTICLE
II


     

    The
Credits

     

    SECTION
2.01.        Commitments.  (a) 
Subject to the terms and conditions set forth herein, each Lender made a
Tranche 1 Term Loan to the Borrower on the First Restatement Effective Date
in an aggregate principal amount not exceeding its Tranche 1 Term
Commitment.  Amounts repaid or prepayed in respect of Tranche 1 Term
Loans may not be reborrowed.

     

    (b)        Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Borrower from time to time during the Revolving
Availability Period in an aggregate principal amount that will not result in
such Lender’s Revolving Exposure exceeding the lesser of (i) such Lender’s
Revolving Commitment and (ii) such Lender’s Applicable Percentage of an
amount equal to (A) the Borrowing Base Amount in effect at such time minus (B) the
sum of (1) the outstanding Tranche 1 Term Loans at such time, (2) the
outstanding Tranche 2 Term Loans at such time, (3) the outstanding Tranche
3 Term Loans at such time, (4) the outstanding Other Term Loans at such
time, (5) the Other Revolving Exposures at such time and (6) the
Additional Senior Debt at such time.  Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.

     

    (c)        Subject
to the terms and conditions set forth herein, each Lender made a Tranche 2 Term
Loan to the Borrower on the Second Restatement Effective Date in an aggregate
principal amount not exceeding its Tranche 2 Term Commitment.  Amounts
repaid or prepayed in respect of Tranche 2 Term Loans may not be
reborrowed.

     

    (d)        Subject
to the terms and conditions set forth herein, each Lender made a Tranche 3 Term
Loan to the Borrower on the 2008 Restatement Effective Date in an aggregate
principal amount not exceeding its Tranche 3 Term Commitment.  Amounts
repaid or prepayed in respect of Term Loans may not be
reborrowed.  Notwithstanding anything to the contrary contained herein
(and without affecting any other provisions hereof), the funded portion of each
Tranche 3 Term Loan made on the 2008 Restatement Effective Date (i.e., the amount advanced to
the Borrower on the 2008 Restatement Effective Date) was equal to 90.00% of the
principal amount of such Loan (it being agreed that the full principal amount of
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    the
2008 Restatement Effective Date and the Borrower shall be obligated to repay
100% of the principal amount of each such Loan as provided
hereunder).

     

    (e)        Notwithstanding
anything herein to the contrary (including the provisions contained in Sections
6.01(c) and 9.19), if there is more than one Class of Revolving Commitments and
Other Revolving Commitments outstanding at any time, then (a) borrowings and
prepayments (but not repayments at maturity) of borrowings under all such
Commitments shall be made pro rata among the Lenders holding such Commitments
(based on the respective amounts of the Revolving Commitments and Other
Revolving Commitments held by such Lenders) and (b) each Class of Revolving
Commitments and Other Revolving Commitments (and the terms of the Revolving
Loans and Other Revolving Loans made pursuant to such Commitments) will be
treated substantially the same as one another; provided, however, that (i) the
commitment fees, letter of credit fees and other similar fees payable in respect
thereof and the interest rates payable in respect of the Loans made pursuant
thereto need not be the same, (ii) the maturity date and commitment periods in
respect thereof need not be the same, (iii) the Borrower may Refinance all or
any portion of any Class of  Revolving Commitments or Other Revolving
Commitments (and prepay or otherwise Refinance the Loans and other extensions of
credit outstanding thereunder) pursuant to Section 6.01(a)(i) without
Refinancing any other Class of Revolving Commitments or Other Revolving
Commitments (or the Loans and other extensions of credit outstanding thereunder)
and (iv) the Administrative Agent may, with the consent of the Borrowing Base
Agents (which consent shall not be unreasonably withheld), permit other
differences in the terms thereof that would otherwise be permitted by Section
6.01(c) or 9.19 (as applicable), including to address the treatment of Letters
of Credit and Swingline Loans to be made available thereunder.

     

    SECTION
2.02.        Loans and
Borrowings.  (a)Each Loan (other than a Swingline Loan) shall
be made as part of a Borrowing consisting of Loans of the same Class and Type
made by the Lenders ratably in accordance with the amounts of their Commitments
of the applicable Class.  The failure of any Lender to make any Loan
required to be made by it shall not relieve any other Lender of its obligations
hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.

     

    (b)        Subject
to Section 2.14, each Revolving Borrowing and Term Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith.  Each Swingline Loan shall be an ABR
Loan.  Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement.

     

    (c)        At
the commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 (except in the case of any Other Term
Borrowing or Other Revolving Borrowing, to the extent provided in the applicable


     

    
      
        
        

      

      
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    Refinancing
Amendment or Loan Modification Agreement).  At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 (except in the case
of any Other Term Borrowing or Other Revolving Borrowing, to the extent provided
in the applicable Refinancing Amendment or Loan Modification Agreement); provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Revolving Commitments or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section
2.05(e).  Each Swingline Loan shall be in an amount that is an
integral multiple of $1,000,000.  Borrowings of more than one Class
and Type may be outstanding at the same time; provided that there
shall not at any time be more than a total of 10 Eurodollar Borrowings
outstanding.

     

    (d)        Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Revolving Borrowing or Other
Revolving Borrowing or any Term Borrowing if the Interest Period requested with
respect thereto would end after the applicable maturity date for the relevant
Class.

     

    SECTION
2.03.        Requests for
Borrowings.  To request a Borrowing, the Borrower shall notify
the Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of the proposed Borrowing or (b) in the
case of an ABR Borrowing, not later than (1) 10:30 a.m., New York
City time, on the Business Day of the proposed Borrowing, in the case of
Borrowings to be made on the same day as such notice is given or (2) 12:00
noon, New York City time, on the Business Day before the proposed
Borrowing, in the case of all other Borrowings.  Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the
Borrower.  Each such telephonic and written Borrowing Request shall
specify the following information in compliance with
Section 2.02:

     

    (i)
whether the requested Borrowing is to be a Revolving Borrowing, Other Revolving
Borrowing, a Tranche 1 Term Borrowing, a Tranche 2 Term Borrowing or a
Tranche 3 Term Borrowing or Other Term Borrowing;

     

    (ii)
the aggregate amount of such Borrowing;

     

    (iii)
the date of such Borrowing, which shall be a Business Day;

     

    (iv)
whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

     

    (v)
in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of
the term “Interest Period”; and

     

    
      
        
        

      

      
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    (vi)
the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.06.

     

    If
no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing.  If no Interest Period is
specified with respect to any requested Eurodollar Borrowing, then the Borrower
shall be deemed to have selected an Interest Period of one month’s
duration.  Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender’s Loan to be made as
part of the requested Borrowing.

     

    SECTION
2.04.        Swingline
Loans.  (a)  Subject to the terms and conditions set forth
herein, the Swingline Lender may, in its sole discretion, make Swingline Loans
to the Borrower from time to time during the Revolving Availability Period in an
aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$100,000,000 or (ii) the sum of the total Revolving Exposures exceeding the
lesser of (A) the total Revolving Commitments at such time and (B) the
Borrowing Base Amount in effect at such time minus the sum of (1)
the outstanding Tranche 1 Term Loans at such time, (2) the outstanding Tranche 2
Term Loans at such time, (3) the outstanding Tranche 3 Term Loans at such
time, (4) the outstanding Other Term Loans at such time, (5) the Other
Revolving Exposures at such time and (6) the Additional Senior Debt at such
time; provided
that (i) the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan and (ii) the Swingline
Lender shall not have any obligation, under this Agreement or otherwise, to make
any Swingline Loan requested by the Borrower hereunder and may, in its sole
discretion, decline to make a requested Swingline Loan.  Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

     

    (b)        To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later than 1:00 p.m., New
York City time, on the day of a proposed Swingline Loan.  Each such
notice shall be irrevocable and shall specify the requested date (which shall be
a Business Day) and amount of the requested Swingline Loan.  The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower.  The Swingline Lender shall make
each Swingline Loan available to the Borrower by means of a wire transfer to an
account designated by the Borrower (or, in the case of a Swingline Loan made to
finance the reimbursement of an LC Disbursement as provided in
Section 2.05(e), by remittance to the relevant Issuing Bank) by
3:00 p.m., New York City time, on the requested date of such Swingline
Loan.

     

    (c)        Interest
on each Swingline Loan shall be payable on the Interest Payment Date with
respect thereto.

     

    (d)        The
Administrative Agent shall (i) at any time when Swingline Loans in an
aggregate principal amount of $10,000,000 or more are outstanding, at the
request of the Swingline Lender in its sole discretion, or (ii) on the date
that is seven days 

     

    
      
        
        

      

      
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    after
the date on which a Swingline Loan was made, deliver on behalf of the Borrower a
Borrowing Request pursuant to Section 2.03 for an ABR Revolving Borrowing
in the amount of such Swingline Loans; provided, however, that the obligations of the
Lenders to fund such Borrowing shall not be subject to the conditions set forth
in Section 4.02.

     

    (e)        The
Swingline Lender may by written notice given to the Administrative Agent not
later than 12:00 noon, New York City time, on any Business Day require the
Revolving Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding.  Such notice shall specify
the aggregate amount of Swingline Loans in which Revolving Lenders will
participate.  Promptly upon receipt of such notice (but no later than
2:00 p.m., New York City time, on such Business Day), the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender’s Applicable Percentage of such Swingline Loan or
Loans.  Each Revolving Lender hereby absolutely and unconditionally
agrees, upon timely receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender’s
Applicable Percentage of such Swingline Loan or Loans.  Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Each Revolving Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds,
in the same manner as provided in Section 2.06 with respect to Loans made
by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Swingline Lender the amounts so received by it from
the Revolving Lenders.  The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be
made to the Administrative Agent and not to the Swingline Lender.  Any
amounts received by the Swingline Lender from the Borrower (or other Person on
behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent, and any such amounts received by
the Administrative Agent shall be promptly remitted by the Administrative Agent
to the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may
appear.  The purchase of participations in a Swingline Loan pursuant
to this paragraph shall not relieve the Borrower of any default in the payment
thereof.

     

    (f)        Swingline
Loans also may be made available to the Borrower pursuant to any Other Revolving
Commitment established by any Loan Modification Agreement or Refinancing
Amendment, in each case as provided in such Loan Modification Agreement or
Refinancing Amendment.

     

    SECTION
2.05.        Letters of
Credit.  (a) General.  Subject
to the terms and conditions set forth herein, the Borrower may request the
issuance of (and the applicable Issuing Bank, as specified by the Borrower, will
issue) Letters of Credit for its own 

     

    
      
        
        

      

      
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    account,
in a form reasonably acceptable to the Administrative Agent and the relevant
Issuing Bank, at any time and from time to time during the Revolving
Availability Period.  In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, an Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

     

    (b)        Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the applicable Issuing Bank) to the relevant Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  If requested by an Issuing Bank, the Borrower also shall
submit a letter of credit application on such Issuing Bank’s standard form in
connection with any request for a Letter of Credit.  A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the total LC Exposure shall not exceed
$450,000,000, (ii) the amount of the LC Exposure attributable to Letters of
Credit issued by the applicable Issuing Bank will not exceed the LC Commitment
of such Issuing Bank and (iii) the total Revolving Exposures shall not exceed
the lesser of (A) the total Revolving Commitments at such time and (B) the
Borrowing Base Amount in effect at such time minus the sum of
(1) the outstanding Tranche 1 Term Loans at such time, (2) the outstanding
Tranche 2 Term Loans at such time, (3) the outstanding Tranche 3 Term Loans
at such time, (4) the outstanding Other Term Loans at such time,
(5) the Other Revolving Exposures at such time and (6) the Additional
Senior Debt at such time.

     

    (c)        Expiration
Date.  Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date that is one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the
date that is five Business Days prior to the Revolving/Tranche 1 Term Maturity
Date.

     

    (d)        Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each
Revolving Lender, and each Revolving Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit in an amount equal to


     

    
      
        
        

      

      
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    such
Lender’s Applicable Percentage of the aggregate amount available to be drawn
under such Letter of Credit.  In consideration and in furtherance of
the foregoing, each Revolving Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the applicable
Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made
by such Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason.  Each
Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

     

    (e)        Reimbursement.  If
any Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 3:30
p.m., New York City time, on the date that such LC Disbursement is made, if the
Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.,
New York City time, on such date, or, if such notice has not been received by
the Borrower prior to such time on such date, then not later than 1:00 p.m., New
York City time, on the Business Day immediately following the day that the
Borrower receives such notice; provided that, if
such LC Disbursement is not less than $5,000,000, the Borrower may, subject to
the conditions to borrowing set forth herein, request in accordance with Section
2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or
Swingline Loan in an equivalent amount and, to the extent so financed, the
Borrower’s obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Borrowing or Swingline Loan.  If the
Borrower fails to make such payment when due, the Administrative Agent shall
notify each Revolving Lender of the applicable LC Disbursement, the payment then
due from the Borrower in respect thereof and such Lender’s Applicable Percentage
thereof.  Promptly following receipt of such notice, each Revolving
Lender shall pay to the Administrative Agent its Applicable Percentage of the
payment then due from the Borrower, in the same manner as provided in
Section 2.06 with respect to Loans made by such Lender (and
Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the relevant Issuing Bank the amounts so received by it
from the Revolving Lenders.  Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to such
Issuing Bank or, to the extent that Revolving Lenders have made payments
pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders
and such Issuing Bank as their interests may appear.  Any payment made
by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank
for any LC Disbursement (other than the funding of ABR Revolving Loans or a
Swingline Loan as contemplated above) shall not constitute a Loan and shall not
relieve the Borrower of its obligation to reimburse such LC
Disbursement.

     

    
      
        
        

      

      
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    (f)        Obligations
Absolute.  The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein or herein,
(ii) any draft or other document presented under a Letter of Credit proving to
be forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a
Letter of Credit against presentation of a draft or other document that does not
comply with the terms of such Letter of Credit or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations
hereunder.  None of the Administrative Agent, any Lender or any
Issuing Bank, or any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the relevant Issuing Bank; provided that the
foregoing shall not be construed to excuse such Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
fullest extent permitted by applicable law) suffered by the Borrower that are
caused by such Issuing Bank’s gross negligence or willful misconduct (as
determined by a court of competent jurisdiction by a final and non-appealable
judgment) in determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof.  The parties hereto
expressly agree that, in the absence of gross negligence or willful misconduct
on the part of an Issuing Bank (as determined by a court of competent
jurisdiction by a final and non-appealable judgment), such Issuing Bank shall be
deemed to have exercised care in each such determination.  In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, an
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

     

    (g)        Disbursement
Procedures.  The applicable Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit.  The applicable Issuing
Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving 

     

    
      
        
        

      

      
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    such
notice shall not relieve the Borrower of its obligation to reimburse the Issuing
Bank and the Revolving Lenders with respect to any such LC
Disbursement.

     

    (h)        Interim
Interest.  If an Issuing Bank shall make any LC Disbursement,
then, unless the Borrower shall reimburse such LC Disbursement in full on the
date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.13(c) shall
apply.  Interest accrued pursuant to this paragraph shall be for the
account of the applicable Issuing Bank, except that interest accrued on and
after the date of payment by any Revolving Lender pursuant to paragraph (e) of
this Section to reimburse such Issuing Bank shall be for the account of such
Lender to the extent of such payment.

     

    (i)        Resignation or Replacement
of the Issuing Bank.  An Issuing Bank may resign at any time by
giving 180 days’ prior written notice to the Administrative Agent, the Borrower
and the Lenders, and an Issuing Bank may be replaced at any time by written
agreement (an “Issuing
Bank Agreement”) among the Borrower, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank, which shall set forth the
LC Commitment of such Issuing Bank.  The Administrative Agent shall
notify the Lenders of any such replacement of an Issuing Bank.  At the
time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

     

    (j)        Cash
Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall (or shall cause Subsidiary Loan
Parties to) deposit in an account with the Administrative Agent, in the name of
the Administrative Agent and for the benefit of the Lenders, an amount in cash
equal to the total LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower or any Subsidiary Loan Party described in
clause (h) or (i) of Article VII.  The Borrower also shall
(or shall cause 

     

    
      
        
        

      

      
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    Subsidiary
Loan Parties to) deposit cash collateral pursuant to this paragraph as and to
the extent required by Section 2.11(b), and any such cash collateral so
deposited and held by the Administrative Agent hereunder shall constitute part
of the Borrowing Base Amount for purposes of determining compliance with
Section 2.11(b).  Each such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement.  The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account.  The Administrative Agent shall, at
the Borrower’s risk and expense, invest all such deposits in Permitted
Investments chosen in the sole discretion of the Administrative Agent after
consultation with the Borrower, provided that no
consultation shall be required if a Default has occurred and is
continuing.  Other than any interest earned in respect of the
investment of such deposits, such deposits shall not bear
interest.  Interest or profits, if any, on such investments shall
accumulate in such account.  Moneys in such account shall be applied
by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy
the Senior Obligations.  If the Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower within three Business Days after all Events of Default have been
cured or waived (or, during a Cash Sweep Period, paid into the Citibank
Concentration Account).  If the Borrower is required to provide an
amount of cash collateral hereunder pursuant to Section 2.11(b), such
amount (to the extent not applied as aforesaid) shall be returned to the
Borrower as and to the extent that, after giving effect to such return, the
Borrower would remain in compliance with Section 2.11(b) and no Default
shall have occurred and be continuing.  Unless and except to the
extent that the deposit of cash collateral directly by the Borrower would not
result in an obligation to grant a security interest in such cash collateral to
the holders of other outstanding Indebtedness of the Borrower, the Borrower will
cause Subsidiary Loan Parties to deposit all cash collateral required to be
deposited pursuant to this Section 2.05(j) or
Section 2.11(b).

     

    (k)        Additional Issuing
Banks  The Borrower may, at any time and from time to time with
the consent of the Administrative Agent (which consent shall not be unreasonably
withheld) and such Lender, designate one or more additional Lenders to act as an
issuing bank under the terms of this Agreement.  Any Lender designated
as an issuing bank pursuant to this clause (k) shall be deemed to be an
“Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit
issued or to be issued by such Lender, and, with respect to such Letters of
Credit, such term shall thereafter apply to the other Issuing Banks and such
Lender in its capacity as an Issuing Bank.

     

    (l)        Reporting by Issuing Banks
to the Administrative Agent.  At the end of each week and
otherwise upon request of the Administrative Agent, each Issuing Bank shall
provide the Administrative Agent with a certificate identifying the Letters of
Credit issued by such Issuing Bank and outstanding on such date, the amount and
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    date
of each such Letter of Credit, the beneficiary thereof, the amount, if any,
drawn under each such Letter of Credit and any other information reasonably
requested by the Administrative Agent with respect to such Letters of
Credit.  The Administrative Agent shall promptly enter all such
information received by it pursuant to this Section 2.05(l) in the
Register.

     

    (m)           Letters
of Credit also may be made available for the account of the Borrower pursuant to
any Other Revolving Commitment established by any Loan Modification Agreement or
Refinancing Amendment, in each case as provided in such Loan Modification
Agreement or Refinancing Amendment.

     

    SECTION
2.06.        Funding of
Borrowings.  (a)  Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.04.  The
Administrative Agent will make such Loans available to the Borrower by wire
transfer, in like funds, to an account designated by the Borrower in the
applicable Borrowing Request.  Wire transfers to the Borrower of all
Loans (other than Swingline Loans and same-day ABR Revolving Borrowings) shall
be made no later than 1:00 p.m., New York City time.  Wire
transfers to the Borrower of Swingline Loans and same-day ABR Revolving
Borrowings shall be made no later than 4:00 p.m., New York City
time.

     

    (b)        Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Revolving Loans.  If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.

     

    SECTION
2.07.        Interest
Elections.  (a)  Each Borrowing initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request.  Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section.  The Borrower may elect different options with respect
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    case
each such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing.  This Section shall not apply to
Swingline Borrowings, which may not be converted or continued.

     

    (b)        To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required to be made under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election.  Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the Borrower.

     

    (c)        Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02 and paragraph (f) of this
Section:

     

    (i)
the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

     

    (ii)
the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;

     

    (iii)
whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and

     

    (iv)
if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

     

    If
any such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

     

    (d)        Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

     

    (e)        If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
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    notifies
the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto.

     

    (f)        A
Revolving Borrowing, Other Revolving Borrowing or Term Borrowing may not be
converted to or continued as a Eurodollar Borrowing if after giving effect
thereto the Interest Period therefor would end after the maturity date for such
Class.

     

    SECTION
2.08.        Termination and Reduction of
Commitments.

     

    (a)      
Unless previously terminated in accordance with the terms of this Agreement,
(i) the Tranche 1 Term Commitments shall terminate at 5:00 p.m., New York
City time on the First Restatement Effective Date, (ii) the Revolving
Commitments shall terminate on the Revolving/Tranche 1 Term Maturity Date, (iii)
the Tranche 2 Term Commitments shall terminate at 5:00 p.m., New York City time
on the Second Restatement Effective Date and (iv) the Tranche 3 Term Commitments
shall terminate at 5:00 p.m., New York City time on the 2008 Restatement
Effective Date.

     

    (b)        The
Borrower may at any time terminate, or from time to time reduce, the Commitments
of any Class; provided that (i)
each reduction of the Commitments of any Class shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce (A) the Revolving Commitments if,
after giving effect to any concurrent prepayment of the Revolving Loans in
accordance with Section 2.11, the total Revolving Exposures would exceed
the total Revolving Commitments or (B) except as otherwise provided in the
applicable Refinancing Amendment or Loan Modification Agreement, the Other
Revolving Commitments of any Class if, after giving effect to any concurrent
repayment of the Other Revolving Loans of such Class, the Other Revolving
Exposures of such Class would exceed the Other Revolving Commitments of such
Class.

     

    (c)        The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least one
Business Day prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof.  Promptly
following receipt of any such notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a
notice of voluntary termination or reduction of the Revolving Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities or other financings, in which case such
notice may be revoked by the Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not
satisfied.  Any termination or reduction of the Commitments of any
Class shall be permanent.  Each reduction of the Commitments of any
Class shall be made ratably among the Lenders in accordance with their
Commitments of such Class.

     

    
      
        
        

      

      
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    (d)        Reductions
and terminations of any Other Revolving Commitments shall be as provided for in
the applicable Refinancing Amendment or Loan Modification
Agreement.

     

    SECTION
2.09.        Repayment of Loans;
Evidence of Indebtedness.
(a)
The Borrower hereby unconditionally promises to pay (i) to the
Administrative Agent for the account of each Tranche 1 Term Lender the then
unpaid principal amount of the Tranche 1 Term Loan of such Lender as
provided in Section 2.10, (ii) to the Administrative Agent for the account of
each Revolving Lender the then unpaid principal amount of each Revolving Loan of
such Lender on the Revolving/Tranche 1 Term Maturity Date, (iii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of (A) the Revolving/Tranche 1 Term Maturity Date and (B) the
date that is seven days after the date on which such Swingline Loan was made;
provided that
on each date that a Revolving Borrowing is made, the Borrower shall repay all
Swingline Loans that were outstanding on the date such Borrowing was requested,
(iv) to the Administrative Agent for the account of each Tranche 2 Term
Lender the then unpaid principal amount of the Tranche 2 Term Loan of such
Lender as provided in Section 2.10, (v) to the Administrative Agent
for the account of each Tranche 3 Term Lender the then unpaid principal amount
of the Tranche 3 Term Loan of such Lender as provided in Section 2.10 and
(vi) to the Administrative Agent for the account of each Other Term Lender
with Other Term Loans of any Class the then unpaid principal amount of the Other
Term Loans of such Lender of such Class as provided in the applicable
Refinancing Amendment or Loan Modification Agreement.

     

    (b)        Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the Indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time under this
Agreement.

     

    (c)        The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type thereof and
the Interest Period, if any, applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each
Lender’s share thereof.

     

    (d)        The
entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    (e)        Any
Lender may request that Loans of any Class made by it be evidenced by a
promissory note.  In such event, the Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in the form 

     

    
      
        
        

      

      
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    attached
hereto as Exhibit A-1 or
A-2, as
applicable, or in such other form approved by the Administrative Agent and the
Borrower.  Thereafter, the Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).

     

    SECTION
2.10.        Amortization and Repayment
of Term Loans.  (a) The Borrower shall repay to the
Administrative Agent for the ratable account of the Tranche 2 Term Lenders
0.25% of the initial aggregate principal amount of the Tranche 2 Term Loans
on the last Business Day of each March, June, September and December, commencing
on the first such date to occur on or after the first anniversary of the Second
Restatement Effective Date (which installments shall be reduced as a result of
the application of prepayments in accordance with the order of priority set
forth in paragraph (d) of this Section).

     

    (b)        The
Borrower shall repay to the Administrative Agent for the ratable account of the
Tranche 3 Term Lenders 0.25% of the initial aggregate principal amount of the
Tranche 3 Term Loans on the last Business Day of each March, June, September and
December, commencing on December 31, 2008 (which installments shall be reduced
as a result of the application of prepayments in accordance with the order of
priority set forth in paragraph (d) of this Section).

     

    (c)        To
the extent not previously paid, all Tranche 1 Term Loans shall be due and
payable on the Revolving/Tranche 1 Term Maturity Date.  To the extent
not previously paid, all Tranche 2 Term Loans shall be due and payable on the
Tranche 2/Tranche 3 Term Maturity Date.  To the extent not previously
paid, all Tranche 3 Term Loans shall be due and payable on the Tranche 2/Tranche
3 Term Maturity Date.

     

    (d)        Any
prepayment of a Tranche 2 Term Borrowing , a Tranche 3 Term Borrowing or (except
as otherwise provided in the applicable Refinancing Amendment or Loan
Modification Agreement) an Other Term Borrowing pursuant to
Section 2.11(b), (c) or (d) shall be applied to reduce the subsequent
scheduled repayments of such Borrowings to be made pursuant to this Section as
follows: first,
in order of their maturity for the next fiscal year after such prepayment and
second, to the
extent of any excess, on a pro
rata basis to the remaining scheduled repayments.

     

    (e)        Prior
to any repayment of any Term Borrowing hereunder, the Borrower shall select the
Borrowing or Borrowings to be repaid and shall notify the Administrative Agent
by telephone (confirmed by telecopy) of such selection not later than 11:00
a.m., New York City time, three Business Days before the scheduled date of such
repayment.  Each repayment of a Borrowing shall be applied ratably to
the Loans included in the repaid Borrowing.  Repayments of Term
Borrowings shall be accompanied by accrued interest on the amount
repaid.

     

    (f)        Following
any conversion or exchange of any Affected Class of Term Loans pursuant to
Section 9.19, the amortization schedule set forth above or in the


     

    
      
        
        

      

      
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    applicable
Refinancing Amendment for such Affected Class will be deemed modified by
eliminating pro rata
from each of the remaining scheduled amortization payments for such Class an
aggregate amount equal to the principal amount of Term Loans of Accepting
Lenders of such Affected Class that accepted the related Loan Modification
Offer.

     

    SECTION
2.11.        Prepayment of
Loans.  (a)  The Borrower shall have the right, at any
time and from time to time, to prepay any Borrowing in whole or in part, subject
to the requirements of this Section; provided, however, that any
partial prepayment made pursuant to this Section 2.11(a) shall be in a
principal amount that is a multiple of $1,000,000 and not less than $5,000,000
(except in the case of any Other Term Borrowing or Other Revolving Borrowing, to
the extent provided in the applicable Refinancing Amendment or Loan Modification
Agreement).

     

    (b)        (i)  In
the event and on each date that the sum of (A) the total Revolving Exposures on
such date, (B) the outstanding Tranche 1 Term Loans on such date, (C) the
outstanding Tranche 2 Term Loans on such date, (D) the outstanding Tranche
3 Term Loans on such date, (E) the outstanding Other Term Loans on such
Date, (F) the Other Revolving Exposures on such Date and (G) the
Additional Senior Debt on such date exceed the then-current Borrowing Base
Amount, the Borrower shall on each such date apply an amount equal to such
excess as follows: first, to prepay
Revolving Borrowings or Swingline Loans (and/or Other Revolving Borrowings or
swingline loans relating to Other Revolving Commitments), second, to the extent
of any remaining excess or, if no Revolving Borrowings or Swingline Loans (or
Other Revolving Borrowings or swingline loans relating to Other Revolving
Commitments) are outstanding, to make a deposit in a cash collateral account
maintained by the Administrative Agent pursuant to Section 2.05(j) to be
held as security for the Borrower’s obligations in respect of Letters of Credit
(and/or letters of credit relating to Other Revolving Commitments) and third, to the extent
of any remaining excess, to prepay Term Borrowings (including Other Term
Borrowings) on a pro
rata basis (determined based upon the sum of the outstanding Term Loans
at such time).

     

    (ii)  In
the event and on each date that the total Revolving Exposures exceed the total
Revolving Commitments, the Borrower shall on such date apply an amount equal to
such excess first, to prepay
Revolving Borrowings or Swingline Borrowings and second, to the extent
of any remaining excess, or if no Revolving Borrowings or Swingline Loans are
outstanding, to a cash collateral account maintained by the Administrative Agent
pursuant to Section 2.05(j) to be held as security for the Borrower’s
obligations in respect of Letters of Credit.

     

    (c)        In
the event and on each occasion that any Net Proceeds are received by or on
behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the
Borrower shall, within three Business Days after such Net Proceeds are received,
prepay Tranche 2 Term Borrowings, Tranche 3 Term Borrowings and Other Term
Borrowings of each Class, on a pro rata basis, in an
aggregate amount equal to (i) 100% of the Net Proceeds resulting from
prepayment events described in clauses (a), (b) and (d) of the definition of the
term “Prepayment Event” and (ii) 50% of the Net Proceeds 

     

    
      
        
        

      

      
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    resulting
from prepayment events described in clause (c) of the definition of the term
“Prepayment Event”; provided that if at
the time any (x) Net Proceeds resulting from prepayment events described in
clause (a) of the definition of the term “Prepayment Events” are received and
the Revolver Availability is less than $900,000,000 or (y) Net Proceeds
resulting from any Prepayment Event are received during a Cash Sweep Period,
such Net Proceeds will be applied as follows: first, to prepay
Revolving Borrowings, Other Revolving Borrowings or Swingline Loans and second, to the extent
of any remaining excess, to prepay Tranche 2 Term Borrowings, Tranche 3 Term
Borrowings and Other Term Borrowings of each Class, on a pro rata basis; provided further that, in the
case of any Prepayment Event described in clause (a) or (b) of the
definition of the term “Prepayment Event”, (x) the Borrower may reserve and
apply a portion of the Net Proceeds received by or on behalf of the Borrower or
any Subsidiary in respect of such Prepayment Event (excluding any portion of
such Net Proceeds applied to prepay Revolving Borrowings, Other Revolving
Borrowings or Swingline Loans pursuant to clause “first” above) to prepay or
repurchase Permitted First Priority Debt, on or prior to the date on which the
Applicable Senior Debt Document requires such prepayment or repurchase to have
been made, to the extent such Additional Senior Debt Document requires the
issuer of such Permitted First Priority Debt to prepay or make an offer to
prepay or purchase such Permitted First Priority Debt with the proceeds of such
Prepayment Event, in each case in an amount not to exceed the product of
(1) the amount of such Net Proceeds multiplied by (2) a fraction, the
numerator of which is the outstanding principal amount of the Permitted First
Priority Debt with respect to which such a requirement to prepay or make an
offer to prepay or purchase exists and the denominator of which is the sum of
the outstanding principal amount of all such Permitted First Priority Debt and
the outstanding principal amount of all Term Loans (other than Tranche 1
Term Loans); provided that, to the
extent that the amount so reserved is not so applied to prepay or purchase
Permitted First Priority Debt on or prior to the date on which the Applicable
Senior Debt Document requires such prepayment or repurchase to have been made,
the remaining amount not so applied shall be applied in accordance with this
Section 2.11(c) (without giving effect to this clause (x)) and
(y) if the Borrower shall elect to apply the Net Proceeds from such event
(or a portion thereof specified in such certificate), within 365 days after
receipt of such Net Proceeds, to acquire real property, equipment or other
tangible assets to be used in the business of the Borrower and the Subsidiaries,
and certifying that no Default has occurred and is continuing, then no
prepayment shall be required pursuant to this paragraph in respect of the Net
Proceeds in respect of such event (or the portion of such Net Proceeds specified
in such certificate, if applicable), except to the extent of any such Net
Proceeds therefrom that have not been so applied by the end of such 365 day
period, at which time a prepayment shall be required in an amount equal to such
Net Proceeds that have not been so applied.

     

    (d)        Following
the end of each fiscal year of the Borrower, commencing with the fiscal year
ending February 29, 2008, the Borrower shall prepay Tranche 2 Term Borrowings,
Tranche 3 Term Borrowings and Other Term Borrowings of each Class, on a pro rata basis, in an
aggregate amount equal to (i) if on the last day of such fiscal year the
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    than
or equal to 4.50 to 1.00, 50% of the Excess Cash Flow for such fiscal year, (ii)
if on the last day of such fiscal year the Leverage Ratio is greater than or
equal to 4.00 to 1.00 but less than 4.50 to 1.00, 25% of the Excess Cash Flow
for such fiscal year and (iii) if on the last day of such fiscal year the
Leverage Ratio is less than 4.00 to 1.00, 0% of the Excess Cash Flow for such
fiscal year.  Each prepayment pursuant to this paragraph shall be made
on or before the date on which financial statements are delivered pursuant to
Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being
calculated (and in any event within 90 days after the end of such fiscal
year).

     

    (e)        Prior
to any optional or mandatory prepayment of Borrowings hereunder, the Borrower
shall select the Borrowing or Borrowings to be prepaid and shall specify such
selection in the notice of such prepayment pursuant to paragraph (f) of this
Section.

     

    (f)        The
Borrower shall notify the Administrative Agent (and, in the case of prepayment
of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy)
of any prepayment hereunder (i) in the case of prepayment of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of prepayment, (ii) in the case of prepayment of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of prepayment or (iii) in the case of prepayment of a Swingline
Loan, not later than 12:00 noon, New York City time, on the date of
prepayment.  Each such notice shall be irrevocable and shall specify
the prepayment date, the Borrowings to be prepaid and the principal amount of
each Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that a notice of optional prepayment
delivered by the Borrower pursuant to this Section may state that it is
conditioned on the effectiveness of other credit facilities or other financing,
in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  Promptly following receipt of any
such notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents
thereof.  Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in Section 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment.  Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing.  Prepayments shall be accompanied by accrued interest to
the extent required by Section 2.13.

     

    SECTION
2.12.        Fees.  (a) 
The Borrower agrees to pay to the Administrative Agent for the account of each
Revolving Lender a commitment fee, which shall accrue at the rate of 0.25% per
annum on the daily unused amount of the Revolving Commitment of such Lender
during the period from and including the Original Restatement Effective Date to
but excluding the date on which such Commitment terminates.  Accrued
commitment fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Revolving
Commitments terminate, commencing on the first such date to occur after the
Original Restatement Effective Date.  All commitment fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
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    (including
the first day but excluding the last day).  For purposes of computing
commitment fees pursuant to this Section 2.12(a), a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender
shall be disregarded for such purpose).

     

    (b)        The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at the same Applicable Rate as in effect
from time to time for interest on Eurodollar Revolving Loans on the daily amount
of such Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Original
Restatement Effective Date to but excluding the later of the date on which such
Lender’s Revolving Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee,
which shall accrue at the rate of 0.25% per annum on the daily outstanding
amount of such Issuing Bank’s Letters of Credit during the period from and
including the Original Restatement Effective Date to but excluding the later of
the date of termination of the Revolving Commitments and the date on which there
ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder.  Participation fees and fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Original
Restatement Effective Date; provided that all
such fees shall be payable on the date on which the Revolving Commitments
terminate and any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable on demand.  Any other fees
payable to an Issuing Bank pursuant to this paragraph shall be payable within 10
days after demand.  All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day).

     

    (c)        The
Borrower agrees to pay to the Administrative Agent and the Collateral Agent, for
their own accounts, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent or the Collateral
Agent, as the case may be.

     

    (d)        All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case
of fees payable to it) for distribution, in the case of commitment fees and
participation fees, to the Lenders entitled thereto.  Fees paid shall
not be refundable under any circumstances.

     

    (e)        The
fees to be paid in respect of Other Revolving Commitments and any Letters of
Credit issued pursuant to any Other Revolving Commitments shall be as set forth
in the Refinancing Amendment or Loan Modification Agreement relating
thereto.

     

    
      
        
        

      

      
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    SECTION
2.13.        Interest.  (a)
The Loans comprising each ABR Borrowing (including each Swingline Loan)
shall bear interest at the Alternate Base Rate plus the Applicable
Rate.

     

    (b)        The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable
Rate.

     

    (c)        Notwithstanding
the foregoing, upon the occurrence and during the continuation of an Event of
Default, at the option of the Administrative Agent or at the request of the
Required Lenders, the Borrower shall pay interest on all of the Senior Loan
Obligations to but excluding the date of actual payment, after as well as before
judgment, (i) in the case of principal, at a rate per annum equal to 2%
plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section and (ii) in the case of any other amount, at a rate per annum
equal to 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this
Section.

     

    (d)        Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and (i) in the case of Term Loans of any Class, on the maturity
date for the Term Loans of such Class and, (ii) in the case of Revolving Loans
or Other Revolving Loans, the earlier of the maturity date for such Class of
Loans and the date on which all Revolving Commitments or Other Revolving
Commitments of such Class, as the case may be, are terminated; provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any
Loan (other than a prepayment of an ABR Revolving Loan or ABR Other Revolving
Loan prior to the end of the Revolving Availability Period or the applicable
Other Revolving Availability Period), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurodollar Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan
shall be payable on the effective date of such conversion, together with any
amounts due and payable pursuant to Section 2.16.

     

    (e)        All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Citibank Base Rate shall be computed on the
basis of a year of 365 days (or 366 days in a leap year), and in each case shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

     

    SECTION
2.14.        Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:

     

    (a)        the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period; or

     

    
      
        
        

      

      
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    (b)        the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate for such Interest Period will not adequately and fairly reflect the cost to
such Lenders of making or maintaining their Loans included in such Borrowing for
such Interest Period;

     

    then
the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

     

    SECTION
2.15.        Increased
Costs.  (a)  If any Change in Law shall:

     

    (i)
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or any Issuing Bank; or

     

    (ii)
impose on any Lender or any Issuing Bank or the London interbank market any
other condition affecting this Agreement or Eurodollar Loans made by such Lender
or any Letter of Credit or participation therein;

     

    and
the result of any of the foregoing shall be to increase the cost to such Lender
of making or maintaining any Eurodollar Loan (or of maintaining its obligation
to make any such Loan) or to increase the cost to such Lender or such Issuing
Bank of participating in, issuing or maintaining any Letter of Credit or to
reduce the amount of any sum received or receivable by such Lender or such
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing
Bank, as the case may be, for such additional costs incurred or reduction
suffered.

     

    (b)        If
any Lender or any Issuing Bank determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender’s or such Issuing Bank’s capital or on the capital of such
Lender’s or such Issuing Bank’s holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s or such Issuing Bank’s policies and the
policies of such Lender’s or such Issuing Bank’s holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
or such Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company for any such reduction suffered.  Each
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    promptly
notify the Borrower and the Administrative Agent of any event of which it has
knowledge that will entitle such Lender to compensation pursuant to this
Section 2.15; provided that the
failure to provide such notification will not affect such Lender’s rights to
compensation hereunder.

     

    (c)        A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or such Issuing Bank or its holding company,
as the case may be, as specified in paragraph (a) or (b) of this Section
shall be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender or such Issuing Bank, as
the case may be, the amount shown as due on any such certificate within
10 days after receipt thereof.

     

    (d)        Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or such
Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or an Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or such Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or such Issuing Bank’s
intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.

     

    SECTION
2.16.        Break Funding
Payments.  In the event of (a) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of
any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.11(f) and is revoked in
accordance therewith), or (d) the assignment of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.19, then, in any such event,
the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event.  In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to consist of an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar
market.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower 

     

    
      
        
        

      

      
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    shall
pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.

     

    SECTION
2.17.        Taxes.  (a) 
Any and all payments by or on account of any obligation of the Borrower
hereunder or under any other Senior Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Agent, Lender or Issuing Bank
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

     

    (b)        In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c)        The
Borrower shall indemnify the Administrative Agent, each Lender and each Issuing
Bank, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or such Issuing Bank, as the case may be, on or with respect to any payment by
or on account of any obligation of the Borrower hereunder or under any other
Senior Loan Document (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive
absent manifest error.

     

    (d)        As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

     

    (e)        Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
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    that
such Foreign Lender has received written notice from the Borrower advising it of
the availability of such exemption or reduction and supplying all applicable
documentation.

     

    SECTION
2.18.        Payments Generally; Pro Rata
Treatment; Sharing of Setoffs.  (a)  The Borrower shall
make each payment required to be made by it hereunder or under any other Senior
Loan Document (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) prior to the time expressly required hereunder or under such other
Senior Loan Document for such payment (or, if no such time is expressly
required, prior to 2:00 p.m., New York City time), on the date when due, in
immediately available funds, without setoff or counterclaim.  Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at 388
Greenwich Street, New York, NY 10013, except payments to be made directly to an
Issuing Bank or Swingline Lender as expressly provided herein and except that
payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly
to the Persons entitled thereto and payments pursuant to other Senior Loan
Documents shall be made to the Persons specified therein.  The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof.  If any payment under any Senior Loan Document shall
be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such
extension.  All payments under each Senior Loan Document shall be made
in dollars.

     

    (b)        If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such
parties.

     

    (c)        If
any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or participations in LC Disbursements or Swingline Loans resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans and participations in LC Disbursements and Swingline Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans and participations in LC Disbursements and Swingline
Loans of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
relative amounts of principal of and accrued interest on their Loans and
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    (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to
any payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply).  The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation.

     

    (d)        Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or an Issuing Bank, as the case may be,
the amount due.  In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or such Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or such Issuing Bank with interest thereon,
for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank
compensation.

     

    (e)        If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(d), 2.05(d) or (e), 2.06(b), 2.18(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully
paid.

     

    SECTION
2.19.        Mitigation Obligations;
Replacement of Lenders.  (a) If any Lender requests
compensation under Section 2.15, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.17, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender.  The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

     

    
      
        
        

      

      
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    (b)        If
(i) any Lender requests compensation under Section 2.15, (ii) the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, (iii) any
Lender defaults in its obligation to fund Loans hereunder or (iv) any Lender
refuses to consent to any amendment or waiver of any Senior Loan Document
requested by the Borrower that requires the consent of all Lenders, and such
amendment or waiver is consented to by the Supermajority Lenders, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, the Issuing Banks and
the Swingline Lender), which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, such assignment will result in a material reduction in such
compensation or payments.  A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such  assignment and delegation cease to apply.

     

    SECTION
2.20.        Adjustments to Borrowing
Base Advance Rates.  (a) As of the Second Restatement
Effective Date, (A) the Accounts Receivable Advance Rate will be 85%, (B) the
Pharmaceutical Inventory Advance Rate will be 85%, (C) the Other Inventory
Advance Rate will be 80% and (D) the Scripts List Advance Rate will be 30% and
(ii) as of the Credit Card
Receivables Effective Time, the Credit Card Receivable Advance Rate will be
85%.

     

    (b)        Any
increase in the Pharmaceutical Inventory Advance Rate, the Other Inventory
Advance Rate, the Accounts Receivable Advance Rate, the Script Lists Advance
Rate or, after the Credit Card Receivables Effective Time, the Credit Card
Receivable Advance Rate above that would result in any rate in excess of the
initially applicable rate set forth in Section 2.20(a) will in each case
require the consent of all the Lenders.

     

    (c)        The
Borrowing Base Agent, in the exercise of its commercially reasonable judgment to
reflect Borrowing Base Factors, may (i) reduce the Accounts Receivable
Advance Rate, the Pharmaceutical Inventory Advance Rate, the Other Inventory
Advance Rate, the Script Lists Advance Rate and, after the Credit Card
Receivables Effective Time, the Credit Card Receivable Advance Rate from time to
time and (ii) thereafter increase such rate to a rate not in excess of the
applicable rate set forth in Section 2.20(a).

     

    
      
        
        

      

      
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    (d)        The
Administrative Agent will give prompt written notice to the Borrower and the
Lenders of any adjustments effected pursuant to this Section 2.20.

     

    (e)        Notwithstanding anything herein or in
any other Senior Loan Document to the contrary, any waiver, amendment or
modification to (i) the definition of “Borrowing Base Amount”, “Borrowing Base
Factors”, “Estimated Borrowing Base Amount”, “Accounts Receivable Advance Rate”,
“Pharmaceutical Inventory Advance Rate”, “Other Inventory Advance Rate”, “Script
Lists Advance Rate”, “Credit Card Receivable Advance Rate”, “Credit Card
Receivables Effective Time”, “Eligible Accounts Receivable”, “Eligible Credit
Card Accounts Receivable”, “Eligible Inventory”, “Eligible Other Inventory
Value”, “Eligible Pharmaceutical Inventory Value”, “Eligible Script Lists”,
“Eligible Script Lists Value”, “Account”, “Credit Card Accounts Receivable”,
“Other Inventory”, “Net Orderly Liquidation Rate” or “Pharmaceutical Inventory”,
(ii) the definition of “Revolver Availability” or the calculation thereof
pursuant to Section 2.01(b) or Section 2.11(b), the calculation of availability
for Swingline Loans, including as set forth under Section 2.04(a), or the
calculation of availability for the issuance, amendment, renewal or extension of
any Letters of Credit, including as set forth in Section 2.05(b), in each case
that would have the effect of increasing either (A) the Borrowing Base
Amount or (B) the aggregate amount of Loans, Revolving Exposures, Other
Revolving Exposures and Additional Senior Debt that may be outstanding relative
to the Borrowing Base Amount, (iii) Section 5.16, Section 6.15 or Section 9.15,
(iv) the cash management arrangements set forth in the Senior Subsidiary
Security Agreement, including as set forth in Schedule 3 thereto, in the case of
each of clauses (i) through (iv) will require the consent of each Person
constituting a “Borrowing Base Agent”.  This Section 2.20(e) may not
be amended, modified or waived without the prior written consent of the
Borrowing Base Agent.

     

    SECTION
2.21.        Incremental
Loans.  At any time after the Second Restatement Effective Date
prior to the Tranche 2/Tranche 3 Term Maturity Date, the Borrower may, by notice
to the Administrative Agent (which shall promptly deliver a copy to each of the
Lenders), request the addition to this Agreement of a new tranche of term loans,
or an incremental revolving credit facility or any combination thereof (the
“Incremental
Facilities”); provided, however, that both
(x) at the time of any such request and (y) upon the effectiveness of
any such Incremental Facility, no Default shall exist and the Borrower shall, if
a Financial Covenant Effectiveness Period is then occurring, be in compliance
with Section 6.12 (calculated, in the case of clause (y), on a pro forma basis
to give effect to any borrowing under the Incremental Facility and any
substantially simultaneous repayments of Revolving Loans and Other Revolving
Loans).  The Incremental Facilities shall (i) be in an aggregate
principal amount not in excess of $350,000,000 minus the initial
aggregate principal amount of Tranche 3 Term Loans made on the 2008 Restatement
Effective Date, (ii) rank pari passu in right of
payment and of security with the other Loans, (iii) if such Incremental
Facility is a term loan facility, amortize in a manner, and be subject to
mandatory prepayments (if any) on terms, acceptable to the Agents, and mature no
earlier than the Tranche 2/Tranche 3 Term Maturity Date, (iv) bear interest
at the market interest rate, as determined at the time such Incremental Facility
becomes effective, (v) have such other pricing as may be agreed by the
Borrower and the Administrative Agent and (vi) otherwise be treated
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    more
favorably than the Revolving Loans (or, after the Revolving/Tranche 1 Term
Maturity Date, the Tranche 2 Term Loans and the Tranche 3 Term Loans);
provided, that
the terms and provisions applicable to the Incremental Facilities may provide
for additional or different financial or other covenants applicable only during
periods after the Tranche 2/Tranche 3 Term Maturity Date.  At no time
shall the sum of (i) the aggregate amount of loans outstanding under the
Incremental Facilities at such time, (ii) the total Revolving Exposure at
such time, (iii) the outstanding Tranche 1 Term Loans at such time,
(iv) the outstanding Tranche 2 Term Loans at such time, (v) the outstanding
Tranche 3 Term Loans at such time , (vi) the outstanding Other Term Loans
at such time, (vii) the Other Revolving Exposures at such time and
(viii) the Additional Senior Debt at such time exceed the Borrowing Base
Amount in effect at such time, and the proceeds of the Incremental Facilities
shall be used solely for the purposes set forth in Section 5.10 and the
preamble.  Such notice shall set forth the requested amount and class
of Incremental Facilities, and shall offer each Lender the opportunity to offer
a commitment (the “Incremental
Commitment”) to provide a portion of the Incremental Facility by giving
written notice of such offered commitment to the Administrative Agent and the
Borrower within a time period (the “Offer Period”) to be
specified in the Borrower’s notice; provided, however, that no
existing Lender will be obligated to subscribe for any portion of such
commitments.  In the event that, at the expiration of the Offer
Period, Lenders shall have provided commitments in an aggregate amount less than
the total amount of the Incremental Facility initially requested by the
Borrower, the Borrower may request that Incremental Facility commitments be made
in a lesser amount equal to such commitments and/or shall have the right to
arrange for one or more Additional Lenders to extend commitments to provide a
portion of the Incremental Facility in an aggregate amount equal to the
unsubscribed amount of the initial request; provided that the
Additional Lenders shall be offered the opportunity to provide the Incremental
Facility only on terms previously offered to the existing Lenders pursuant to
the immediately preceding sentence.  Commitments in respect of
Incremental Facilities will become Commitments under this Agreement pursuant to
an amendment to this Agreement (such an amendment, an “Incremental Facility
Amendment”) executed by each of the Borrower and each Subsidiary Loan
Party, each Lender agreeing to provide such Commitment, if any, each Additional
Lender, if any, and the Administrative Agent.  The effectiveness of
any Incremental Facility Amendment shall be subject to the satisfaction on the
date thereof of each of the conditions set forth in Section 4.02 of the Original
Agreement as in effect immediately prior to the First Restatement Effective
Date.

     

    ARTICLE
III


     

    Representations and
Warranties

     

    The
Borrower represents and warrants to the Lenders that:

     

    SECTION
3.01.        Organization;
Powers.  Each of the Borrower and the Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
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    the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.

     

    SECTION
3.02.        Authorization;
Enforceability.  The Transactions to be entered into by each
Loan Party are within such Loan Party’s corporate powers and have been duly
authorized by all necessary corporate and, if required, stockholder
action.  This Agreement has been duly executed and delivered by the
Borrower and constitutes, and each other Senior Loan Document to which any Loan
Party is to be a party, when executed and delivered by such Loan Party, will
constitute, a legal, valid and binding obligation of the Borrower or such Loan
Party (as the case may be), enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

     

    SECTION
3.03.        Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any consent or
approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect and except filings necessary to perfect Liens created
under the Senior Loan Documents, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of the
Borrower or any of the Subsidiaries or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, agreement
or other instrument evidencing or governing Indebtedness or any other material
agreement binding upon the Borrower or any Subsidiary or its assets, or give
rise to a right thereunder to require any payment to be made by the Borrower or
any Subsidiary, and (d) will not result in the creation or imposition of any
Lien on any asset of the Borrower or any Subsidiary, except Liens created under
the Senior Loan Documents and the Second Priority Collateral
Documents.

     

    SECTION
3.04.        Financial Condition; No
Material Adverse Change. 
(a) 
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders equity and cash flows as of and for
the fiscal year ended March 3, 2007, reported on by Deloitte &
Touche LLP.  Such financial statements present fairly the financial
position and results of operations and cash flows of the Borrower and its
Consolidated Subsidiaries as of such dates and for such periods in accordance
with GAAP.

     

    (b)        Except
as disclosed (i) in the financial statements referred to in
paragraph (a) above or the notes thereto, (ii) in the Borrower’s
report or Form 10-K for the fiscal year ended March 3, 2007 or
(iii) on Schedule 3.04, after giving effect to the Transactions, none
of the Borrower or the Subsidiaries has, as of the Second Restatement Effective
Date, any material contingent liabilities, unusual long-term loan commitments or
unrealized losses.

     

    
      
        
        

      

      
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    (c)        Since
March 3, 2007, there has been no material adverse change in the business,
assets, operations, properties, condition (financial or otherwise), or prospects
of the Borrower and the Subsidiaries, taken as a whole.

     

    SECTION
3.05.        Properties.  (a)
Each of the Borrower and the Subsidiaries has good and marketable title to, or
valid leasehold interests in, all its real and personal property material to its
business, except (i) for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes and (ii) as set forth on Schedule
3.05(a).  All such real and personal property are free and clear of
all Liens, other than Liens permitted by Section 6.02.

     

    (b)        Each
of the Borrower and the Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property
material to its business, and the use thereof by the Borrower and the
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     

    (c)        Schedule 3.05(c)
sets forth the address of every leased warehouse or distribution center in which
inventory owned by the Borrower or any Subsidiary is located as of the Second
Restatement Effective Date.

     

    SECTION
3.06.        Litigation and Environmental
Matters.  (a)  Except as set forth on Schedule 3.06(a),
there are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any of the Subsidiaries
(i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or
(ii) that involve any of the Senior Loan Documents or the
Transactions.

     

    (b)        Except
as set forth on Schedule 3.06(b) and except with respect to any other matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, neither the Borrower nor any of the
Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

     

    SECTION
3.07.        Compliance with Laws and
Agreements.  Except as set forth on Schedule 3.07, each of the
Borrower and the Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property
(including, without limitation, the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”) and all other
material healthcare laws and regulations) and all indentures, agreements and
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    property
or assets, except where the failure to be so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse
Effect.  No Default has occurred and is continuing.

     

    SECTION
3.08.        Investment and Holding
Company Status.  Neither the Borrower nor any of the
Subsidiaries is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.

     

    SECTION
3.09.        Taxes.  Each
of the Borrower and the Subsidiaries has timely filed or caused to be filed all
United States Federal income tax returns and reports and all other material tax
returns and reports required to have been filed and has paid or caused to be
paid all material Taxes due pursuant to such returns or pursuant to any
assessment received by the Borrower or any Subsidiary, except (i) where the
payment of any such Taxes is being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, has
set aside on its books adequate reserves and (ii) as set forth on Schedule
3.09.  The charges, accruals and reserves on the books of the Borrower
and its Consolidated Subsidiaries in respect of Taxes or charges imposed by a
Governmental Authority are, in the opinion of the Borrower,
adequate.

     

    SECTION
3.10.        ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other ERISA Events for which liability is reasonably expected
to result, could reasonably be expected to result in liability exceeding
$50,000,000.  The minimum funding standards of ERISA and the Code with
respect to each Plan have been satisfied.  The present value of all
accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $50,000,000 the fair market value of the assets of
such Plan, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$50,000,000 the fair market value of the assets of all such underfunded
Plans.

     

    SECTION
3.11.        Disclosure; Accuracy of
Information.  (a)  As of the Second Restatement Effective
Date, none of the reports, financial statements, certificates or other
information furnished by or on behalf of any Loan Party to any Agent or any
Lender in connection with the negotiation of this Agreement or any other Senior
Loan Document or delivered hereunder or thereunder (as modified or supplemented
by other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

     

    (b)        Each
Borrowing Base Certificate that has been or will be delivered to each Borrowing
Base Agent, the Administrative Agent or any Lender is and will be complete and
correct in all material respects.

     

    
      
        
        

      

      
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    SECTION
3.12.        Subsidiaries.  Schedule 3.12
sets forth the name of, and the ownership interest of the Borrower in, each
Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in
each case as of the Second Restatement Effective Date.  As of the
Second Restatement Effective Date, each of the Subsidiaries is an “Unrestricted
Subsidiary” as defined in, and for all purposes of, the Indentures.

     

    SECTION
3.13.        Insurance.  Schedule
3.13 sets forth a description of all liability, property and casualty insurance
maintained by or on behalf of the Borrower and the Subsidiaries as of the Second
Restatement Effective Date.  As of the Second Restatement Effective
Date, all premiums in respect of such insurance have been paid.  The
Borrower and the Subsidiaries have insurance in such amounts and covering such
risks and liabilities as are in accordance with normal industry practice and as
required by the Senior Loan Documents.  The Borrower reasonably
believes that the insurance maintained by or on behalf of the Borrower and the
Subsidiaries is adequate.

     

    SECTION
3.14.        Labor
Matters.  Except as set forth on Schedule 3.14, as of the
Second Restatement Effective Date, there are no strikes, lockouts or slowdowns
against the Borrower or any Subsidiary pending or, to the knowledge of the
Borrower, threatened which could reasonably be expected to result in a Material
Adverse Effect.  Except as set forth on Schedule 3.14, the hours
worked by and payments made to employees of the Borrower and the Subsidiaries
have not been in violation in any material respect of the Fair Labor Standards
Act or any other applicable Federal, state, local or foreign law dealing with
such matters.  Except as set forth on Schedule 3.14, all payments due
from the Borrower or any Subsidiary, or for which any claim may be made against
the Borrower or any Subsidiary, on account of wages and employee health and
welfare insurance and other benefits, have been paid or accrued as a liability
on the books of the Borrower or such Subsidiary.  Except as set forth
on Schedule 3.14, the consummation of the Transactions will not give rise to any
right of termination or right of renegotiation on the part of any union under
any collective bargaining agreement to which the Borrower or any Subsidiary is
bound.

     

    SECTION
3.15.        Solvency.  Immediately
after the consummation of the Transactions to occur on the Second Restatement
Effective Date (including the making of each Loan made on the Second Restatement
Effective Date and after giving effect to the application of the proceeds of
such Loans), (a) the fair value of the assets of the Borrower and the other
Loan Parties, taken as a whole, at a fair valuation, will exceed their debts and
liabilities, subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of the Borrower and the other Loan Parties, taken
as a whole, will be greater than the amount that will be required to pay the
probable liability of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (c) the Borrower and the other Loan Parties taken as a whole, will
be able to pay their debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and
(d) the Borrower and the other Loan Parties will not have unreasonably
small capital with which to conduct the business in which they are engaged as
such business is now conducted and is proposed to be conducted following the
Second Restatement Effective Date.

     

    
      
        
        

      

      
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    SECTION
3.16.        Federal Reserve
Regulations.  (a) Neither the Borrower nor any Subsidiary is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of buying or carrying Margin
Stock.

     

    (b)        No
part of the proceeds of any Loan or any Letter of Credit will be used by the
Borrower or any Subsidiary, whether directly or indirectly, and whether
immediately, incidentally or ultimately, for any purpose that entails a
violation of, or that is inconsistent with, the provisions of Regulation T,
U or X of the Board.

     

    SECTION
3.17.        Security
Interests.  (a) The Senior Subsidiary Security Agreement is
effective to create in favor of the Collateral Agent, for the ratable benefit of
the Senior Secured Parties, a legal, valid and enforceable security interest in
the Senior Collateral subject to such agreement and, when financing statements
in appropriate form are filed in the offices specified on Schedule 6 to the
Perfection Certificate, such security interest shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in the Senior Collateral, to the extent perfection can
be obtained by filing Uniform Commercial Code financing statements, in each case
prior and superior in right to any other Person to the extent perfection can be
obtained by filing Uniform Commercial Code financing statements, other than with
respect to the rights of Persons pursuant to Liens expressly permitted by
Section 6.02.

     

    SECTION
3.18.        Use of
Proceeds.  The Borrower will use the proceeds of the Loans and
will request the issuance of Letters of Credit only for the purposes specified
in the preamble to this Agreement and set forth in
Section 5.10.

     

    ARTICLE
IV


     

    Conditions

     

    SECTION
4.01.        2009 Restatement Effective
Date.  Without affecting the rights of the Borrower or any
Subsidiary under the Original Restated Agreement at all times prior to the 2009
Restatement Effective Date, the amendment and restatement in the form hereof of
the Original Restated Agreement and the obligations of the Lenders to make Loans
and acquire participations in Letters of Credit and Swingline Loans and of the
Issuing Banks to issue Letters of Credit hereunder shall not become effective
until the date on which the conditions set forth in Section 1.4 of the 2009
Amendment and Restatement Agreement shall have been satisfied.

     

    It
is understood and agreed that no term of the amendment and restatement
contemplated hereby shall be effective until the 2009 Restatement Effective Date
occurs, and that the Original Agreement shall continue in full force and effect
without regard to the amendment and restatement contemplated hereby until the
2009 Restatement Effective Date.

     

    SECTION
4.02.        Each Credit
Event.  The obligation of each Revolving Lender to make a
Revolving Loan on the occasion of any Revolving Borrowing after the 2009
Restatement Effective Date, and of each Issuing Bank to issue, amend, renew or


     

    
      
        
        

      

      
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    extend
any Letter of Credit after the 2009 Restatement Effective Date, is subject to
receipt of the request therefore in accordance herewith and to the satisfaction
of the following conditions (each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit (for purposes of this Section, an
“issuance”) shall be deemed to constitute a representation and warranty by
Borrower on the date thereof as to the matters specified in paragraphs (a), (b)
and (c) of this Section):

     

    (a)        the
representations and warranties of the Loan Parties contained in each Senior Loan
Document are true and correct in all material respects on and as of the date of
such Borrowing or issuance, before and after giving effect to such Borrowing or
issuance and to the application of the proceeds therefrom, as though made on and
as of such date (except to the extent any such representation or warranty
expressly relates to an earlier date, in which case such representation and
warranty shall have been true and correct in all material respects as of such
earlier date);

     

    (b)        no
event has occurred and is continuing, or would result from such Borrowing or
issuance or from the application of the proceeds therefrom, that constitutes a
Default or an Event of Default and such Borrowing or issuance would not result
in a violation of the amount of secured Indebtedness permitted under the Second
Priority Debt Documents; and

     

    (c)        after
giving effect to such Borrowing or issuance the Borrowing Base Amount shall be
equal to or greater than the sum of (i) the total Revolving Exposures,
(ii) the total Other Revolving Exposures, (iii) the outstanding
Tranche 1 Term Loans, (iv) the outstanding Tranche 2 Term Loans, (v) the
outstanding Tranche 3 Term Loans and (vi) the outstanding Other Term
Loans.

     

    ARTICLE
V


     

    Affirmative
Covenants

     

    Until
the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full and all Letters of Credit shall have expired, terminated or been cash
collateralized and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

     

    SECTION
5.01.        Financial Statements and
Other Information.  The Borrower will furnish to the
Administrative Agent, the Borrowing Base Agent (in the case of paragraph (f)
below) and each Lender:

     

    (a)        as
soon as available and in any event within 105 days (or such earlier date
that is 10 days after the then-current filing deadline for the Borrower’s
Annual Report on Form 10-K) after the end of each fiscal year of the Borrower,
its audited consolidated balance sheet and related statements of income and cash
flows as of the end of and for such year, setting forth in each case in
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    form
the figures for the previous fiscal year, all reported on by Deloitte &
Touche LLP or another registered independent public accounting firm of
recognized national standing (without a “going concern” or like qualification or
exception and without any material qualification or exception as to the scope of
such audit) to the effect that such consolidated financial statements present
fairly in all material respects the financial position, results of operations
and cash flows of the Borrower and its Consolidated Subsidiaries on a
consolidated basis in accordance with GAAP;

     

    (b)        as
soon as available and in any event within 50 days (or such earlier date
that is five days after the then-current filing deadline for the Borrower’s
Quarterly Report on Form 10-Q) after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its consolidated balance sheet as
of the end of such fiscal quarter and related statements of income for such
fiscal quarter and of income and cash flows for the then elapsed portion of such
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year;

     

    (c)        concurrently
with any delivery of financial statements under clause (a) or
(b) above, a certificate of a Financial Officer (i) certifying as to
whether a Default has occurred and, if a Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations demonstrating
(x) compliance with Section 6.08(c) and (y) the Borrower’s ratio under
Section 6.12, (iii) stating whether any change in GAAP or in the
application thereof has occurred since the date of the Borrower’s audited
financial statements referred to in Section 3.04 and, if any such change
has occurred, specifying the effect of such change on the financial statements
accompanying such certificate, (iv) identifying any Subsidiary formed or
acquired since the end of the fiscal quarter immediately preceding the most
recent fiscal quarter covered by such financial statements, (v) identifying
any change in a Subsidiary Loan Party’s name, form of organization or
jurisdiction of organization, including as a result of any merger transaction,
since the end of the fiscal quarter immediately preceding the most recent fiscal
quarter covered by such financial statements, (vi) setting forth the
aggregate amount of Optional Debt Repurchases made by the Borrower during the
most recent fiscal quarter covered by such financial statements, identifying the
Indebtedness repurchased, redeemed, retired or defeased and specifying the
provisions of Section 6.08(b) or (c) pursuant to which each such Optional Debt
Repurchase was effected and quantifying the amounts effected under each such
provision, (vii) setting forth the amount and type of Indebtedness issued
or incurred and Securitizations (or increases in the amounts thereof) and
Factoring Transactions consummated during the most recent fiscal quarter covered
by such financial statements, (viii) identifying, with respect to all
Indebtedness of the Borrower and the Subsidiaries outstanding on the date of the
most recent balance sheet included in such financial statements, the clause of
Section 6.01(a) pursuant to which such Indebtedness is then permitted to be
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    the
amount of Restricted Payments made during the most recent fiscal quarter covered
by such financial statements and the provision of Section 6.08(a) pursuant
to which such Restricted Payments were made, and (x) setting forth the
aggregate sale price of Eligible Script Lists sold since the most recent date on
which the Eligible Script Lists Value was provided to the Lenders in the event
aggregate sale price for all Eligible Script Lists sold since such date of
determination exceeds 5% of the most recently determined Eligible Script Lists
Value;

     

    (d)        concurrently
with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements
(i) stating whether they obtained knowledge during the course of their
examination of such financial statements of any Default and (ii) confirming the
calculations set forth in the officer’s certificate delivered simultaneously
therewith pursuant to clause (c)(ii) above (which certificate may be limited to
the extent required by accounting rules or guidelines);

     

    (e)        within
three Business Days after the end of each fiscal month of the Borrower, a
certificate of a Financial Officer setting forth in reasonable detail a
description of each disposition of assets not in the ordinary course of business
for which the book value or fair market value of the assets of the Borrower or
the Subsidiaries disposed or the consideration received therefor was greater
than $10,000,000;

     

    (f)        within
14 Business Days after the end of each fiscal month of the Borrower, a Borrowing
Base Certificate showing the Borrowing Base Amount as of the close of business
on the last day of such fiscal month, certified as complete and correct by a
Financial Officer; provided that a
Borrowing Base Certificate shall be delivered by the Borrower to the
Administrative Agent, the Borrowing Base Agent and each Lender within four
Business Days after the end of a fiscal week of the Borrower if at any time
during such fiscal week the Revolver Availability is less than or equal to
$200,000,000 (with the amount with respect to (i) Eligible Inventory stored
at distribution centers and (ii) Eligible Credit Card Accounts Receivable,
in each case included in the Borrowing Base Amount shown on such Borrowing Base
Certificate delivered under this proviso, being the amount computed as of the
close of business on the last day of the Borrower’s most recent fiscal week for
which such amount is available, which computation shall be completed within four
Business Days after the end of each fiscal week of the Borrower);

     

    (g)        no
later than 60 days following the end of each fiscal year of the Borrower
(or, in the reasonable discretion of the Administrative Agent and the Borrowing
Base Agent, no later than 30 days thereafter), forecasts for the Borrower
and its Consolidated Subsidiaries of (i) quarterly consolidated balance
sheet data and related consolidated statements of income and cash flows for each
quarter in the next succeeding fiscal year, (ii) consolidated balance sheet
data and related consolidated statements of income and cash flows for each of
the five 

     

    
      
        
        

      

      
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    fiscal
years immediately following such fiscal year (but excluding any fiscal year
ending after 2013) and (iii) month-end Revolver Availability for each of the 12
months in the next succeeding fiscal year;

     

    (h)        promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or any
Subsidiary with the SEC, or with any national securities exchange, or
distributed by the Borrower to its shareholders generally, as the case may be;
and

     

    (i)        promptly
following any request therefor, such other information regarding the financial
condition, business or identity of the Borrower or any Subsidiary, or compliance
with the terms of any Senior Loan Document, as any Agent, at the request of any
Lender, may reasonably request, including any information to be provided
pursuant to Section 9.17.

     

    Information
required to be delivered pursuant to clauses (a), (b) and (h) shall be deemed to
have been delivered on the date on which the Borrower provides notice to the
Lenders that such information has been posted on the Borrower’s website on the
Internet at www.riteaid.com, at www.sec.gov/edgar/searchedgar/webusers.htm or at
another website identified in such notice and accessible by the Lenders without
charge; provided that
(i) such notice may be included in a certificate delivered pursuant to
clause (c) and (ii) the Borrower shall deliver paper copies of the
information referred to in clauses (a), (b) and (h) to any Lender which
requests such delivery.

     

    SECTION
5.02.        Notices of Material
Events.  The Borrower will furnish to the Administrative Agent,
the Borrowing Base Agent and each Lender prompt written notice after any officer
of the Borrower obtains knowledge of any of the following:

     

    (a)        the
occurrence of any Default;

     

    (b)        the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any
Affiliate thereof that could reasonably be expected to result in a Material
Adverse Effect;

     

    (c)        the
occurrence of any ERISA Event;

     

    (d)        any
Lien (other than security interests created under any Senior Loan Document or
Second Priority Debt Document or Permitted Encumbrances) on any material portion
of the Senior Collateral;

     

    (e)        the
occurrence of any other event which could reasonably be expected to have a
material adverse effect on the security interests created by the Senior Loan
Documents or on the aggregate value of the Senior Collateral; and

     

    (f)        any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

     

    
      
        
        

      

      
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    Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     

    SECTION
5.03.        Information Regarding
Collateral.  (a)  The Borrower will furnish to the
Administrative Agent and the Borrowing Base Agent prompt written notice of any
change (i) in any Loan Party’s corporate name, (ii) in the location of any
Loan Party’s jurisdiction of incorporation or organization, (iii) in any Loan
Party’s form of organization or (iv) in any Loan Party’s Federal Taxpayer
Identification Number or other identification number assigned by such Loan
Party’s jurisdiction of incorporation or formation.  The Borrower
agrees not to effect or permit any change referred to in the preceding sentence
unless all filings have been made under the Uniform Commercial Code or otherwise
that are required in order for the Collateral Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Senior Collateral.  The Borrower also agrees promptly to
notify the Agents if any material portion of the Senior Collateral is damaged or
destroyed.

     

    (b)        Each
year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to clause (a) of Section 5.01, the Borrower shall
deliver to the Agents a certificate of the chief legal officer of the Borrower
(i) setting forth the information required pursuant to Section 1 of the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the Second
Restatement Effective Date or the date of the most recent certificate delivered
pursuant to this Section and (ii) certifying that all Uniform Commercial Code
financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations, including all refilings,
rerecordings and reregistrations, containing a description of the Senior
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction identified pursuant to clause (i) above
to the extent necessary to protect and perfect the security interests under the
Senior Subsidiary Security Agreement for a period of not less than 18 months
after the date of such certificate (except as noted therein with respect to any
continuation statements to be filed within such period).

     

    SECTION
5.04.        Existence; Conduct of
Business.  Except as otherwise permitted by this Agreement, the
Borrower will continue, and will cause each Subsidiary to continue, to engage in
business of the same general type as now conducted by the Borrower and the
Subsidiaries.  The Borrower will, and will cause each of the
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges, franchises, patents, copyrights, trademarks and trade
names, in each case material to the conduct of its business; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation, dissolution
or sale of assets permitted under Section 6.03.

     

    SECTION
5.05.        Payment of
Obligations.  The Borrower will, and will cause each of the
Subsidiaries to, pay its Indebtedness and other obligations, including Tax
liabilities, which, if unpaid, could result in a material Lien on any of their
properties 

     

    
      
        
        

      

      
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    or
assets, before the same shall become delinquent or in default, except where (a)
the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

     

    SECTION
5.06.        Maintenance of
Properties.  The Borrower will, and will cause each of the
Subsidiaries to, keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear
excepted.

     

    SECTION
5.07.        Insurance.  (a) 
The Borrower will, and will cause each of the Subsidiaries to, maintain (either
in the name of the Borrower or in such Subsidiary’s own name), with financially
sound and reputable insurance companies insurance in such amounts (with no
greater risk retention) and against such risks as are customarily maintained by
companies of established repute engaged in the same or similar businesses
operating in the same or similar locations.  The Borrower will furnish
to the Lenders, upon request of the Agents, information in reasonable detail as
to the insurance so maintained.

     

    (b)        The
Borrower will, and will cause each of the Subsidiaries to, maintain such
insurance in a coverage amount of not less than 90% of the coverage amount as of
the Original Restatement Effective Date, with deductibles, risks covered and
other provisions (other than the amount of premiums) not materially less
favorable to the Borrower and the Subsidiaries as of the Original Restatement
Effective Date.

     

    (c)        The
Borrower will, and will cause each of the Subsidiary Loan Parties  to,
(i) cause all such policies to be endorsed or otherwise amended to include
a “standard” or “New York” lender’s loss payable endorsement, in form and
substance satisfactory to the Agents, which endorsement shall provide that, from
and after the Original Restatement Effective Date if the insurance carrier shall
have received written notice from the Administrative Agent of the occurrence of
an Event of Default, the insurance carrier shall pay all proceeds otherwise
payable to the Borrower and any other Loan Party under such policies directly to
the Collateral Agent for application pursuant to the Collateral Trust and
Intercreditor Agreement; (ii) cause all such policies to provide that none
of  the Borrower, the Administrative Agent, the Collateral Agent, any
Borrowing Base Agent or any other party shall be a coinsurer thereunder and to
contain a “Replacement Cost Endorsement”, without any deduction for
depreciation, and such other provisions as the Agents may reasonably require
from time to time to protect their interests; (iii) deliver broker’s
certificates to the Collateral Agent; (iv) cause each such policy to
provide that it shall not be canceled or not renewed by reason of nonpayment of
premium upon not less than 10 days’ prior written notice thereof by the insurer
to the Administrative Agent (giving the Administrative Agent the right to cure
defaults in the payment of premiums) or for any other reason upon not less than
30 days’ prior written notice thereof by the insurer to the Administrative
Agent; and (v) deliver to the Administrative Agent, before the cancellation
or nonrenewal of any such policy of insurance, a copy of a renewal or
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    policy
previously delivered to the Administrative Agent), together with evidence
reasonably satisfactory to the Agents of payment of the premium
therefor.

     

    (d)        In
connection with the covenants set forth in this Section, it is agreed
that:

     

    (i)
none of the Agents, the Lenders, or their agents or employees shall be liable
for any payment of the premiums for such insurance policies or any loss or
damage insured by the insurance policies required to be maintained under this
Section, and (A) the Borrower and each Subsidiary Loan Party shall look solely
to their insurance companies or any other parties other than the aforesaid
parties for the recovery of such loss or damage and (B) such insurance companies
shall have no rights of subrogation against the Agents, the Lenders or their
agents or employees.  If, however, the insurance policies do not
provide waiver of subrogation rights against such parties, as required above,
then the Borrower hereby agrees, to the extent permitted by law, to waive its
right of recovery, if any, against the Agents, the Lenders and their agents and
employees; and

     

    (ii)
the designation of any form, type or amount of insurance coverage by the Agents
or the Required Lenders under this Section shall in no event be deemed a
representation, warranty or advice by the Agents or the Lenders that such
insurance is adequate for the purposes of the business of the Borrower and the
Subsidiaries or the protection of their properties.

     

    (e)        The
Borrower will, and will cause each of the Subsidiaries to, permit any
representatives that are designated by any Borrowing Base Agent to inspect the
insurance policies maintained by or on behalf of the Borrower and the
Subsidiaries and inspect books and records related thereto and any properties
covered thereby.  The Borrower shall pay the reasonable fees and
expenses of any representatives retained by a the Borrowing Base Agent to
conduct any such inspection.

     

    SECTION
5.08.        Books and Records;
Inspection and Audit Rights; Collateral and Borrowing Base
Reviews.  (a)  The Borrower will, and will cause each of
the Subsidiaries to, keep proper books of record and account in which full, true
and correct entries are made of all dealings and transactions in relation to its
business and activities.  The Borrower will, and will cause each of
the Subsidiaries to, permit any representatives designated by any Lender (at
such Lender’s expense, unless a Default has occurred and is continuing, in which
case at the Borrower’s expense), and after such Lender has consulted the
Administrative Agent with respect thereto, to visit and inspect its properties,
to examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested.

     

    (b)        The
Borrower will, and will cause each of the Subsidiaries to, permit any
representatives designated by the Borrowing Base Agent (including any
consultants, field examiners, accountants, lawyers and appraisers retained by
the Borrowing Base Agent) to conduct (i) a field examination of the Senior
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    each
fiscal quarter of the Borrower, (ii) an appraisal of the Borrower’s
computation of the assets included in the Borrowing Base Amount and the
Estimated Borrowing Base at or about the end of (A) the fiscal quarter ending at
or about May 31 and (B) the fiscal quarter ending at or about November 30 of
each fiscal year of the Borrower; provided that one of
such two appraisals shall be ordered by General Electric Capital Corporation, in
its capacity as a Borrowing Base Agent, so long as it is a Borrowing Base Agent,
(iii) an appraisal of the Eligible Script Lists at or about the end of (A)
the fiscal quarter ending at or about May 31 and (B) the fiscal quarter ending
at or about November 30 of each fiscal year of the Borrower and (iv) other
evaluations and appraisals of the Borrower’s computation of the Borrowing Base
Amount and the Estimated Borrowing Base Amount and the assets included in
therein, all at such reasonable times and as often as reasonably requested or at
any time if a Default shall have occurred and be continuing.  The
Borrower shall pay the reasonable fees and expenses of any representatives
retained by the Borrowing Base Agent to conduct any such evaluation or appraisal
(it being understood that the
third party representatives retained by the
Borrowing Base Agent shall conduct any such evaluation or appraisal on behalf of
each Borrowing Base Agent and no individual Borrowing Base Agent may retain its
own representative to conduct any such evaluation or appraisal). The
Administrative Agent shall promptly deliver to the Lenders copies of all such
appraisals and other information provided to the Borrower in connection with
such evaluations and appraisals; provided that in any
event the Administrative Agent shall provide the other Borrowing Base Agents
with copies of all such appraisals and other information provided to the
Borrower in connection with such evaluations and appraisals within three
Business Days after the date thereof.

     

    (c)        The
Borrower will, and will cause each of the Subsidiaries to, in connection with
any evaluation and appraisal relating to the computation of the Borrowing Base
Amount or the Estimated Borrowing Base Amount, maintain such additional reserves
(for purposes of computing the Borrowing Base Amount or the Estimated Borrowing
Base Amount) in respect of Eligible Accounts Receivable and Eligible Inventory
and make such other adjustments to its parameters for including Eligible
Accounts Receivable, Eligible Inventory and Eligible Script Lists in the
Borrowing Base Amount and the Estimated Borrowing Base Amount as the Borrowing
Base Agent shall require based upon the results of such evaluation and appraisal
in its commercially reasonable judgment to reflect Borrowing Base
Factors.

     

    SECTION
5.09.       Compliance with
Laws.  The Borrower will, and will cause each of the
Subsidiaries to, comply in all material respects with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, including all Environmental Laws, HIPAA and all other material
healthcare laws and regulations, except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings or to the extent
that any failures so to comply, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

     

    SECTION
5.10.        Use of Proceeds and Letters
of Credit.  (a)  The proceeds of the Tranche 3 Term Loans
were used by the Borrower for the purposes set forth in the preamble
hereto.

     

    
      
        
        

      

      
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    (b)        The
proceeds of the Revolving Loans, Swingline Loans and loans under the Incremental
Facilities made on or after the Second Restatement Effective Date will be used
by the Borrower as set forth in the preamble and for general corporate purposes,
including:

     

    (i)
payment of part of the consideration due to the Seller in connection with the
Acquisition;

     

    (ii)
payment of fees and expenses (including any premiums and amendment fees)
incurred in connection with the Transactions;

     

    (iii)
loans or other transfers to Rite Aid Hdqtrs. Corp. for purposes of financing
inventory purchases pursuant to the Intercompany Inventory Purchase Agreement
and advancing funds to Subsidiary Loan Parties for their general corporate
purposes, including working capital, Consolidated Capital Expenditures and
Business Acquisitions permitted pursuant to Section 6.04;

     

    (iv)
transfers to an operating account for the payment of operating expenses
(including rent, utilities, taxes, wages, repair and similar expenses) of, and
intercompany Investments permitted under Section 6.04 in, the Borrower or any
Subsidiary Loan Party;

     

    (v)
payment by the Borrower of principal, interest, fees and expenses with respect
to its Indebtedness when due (including associated costs, fees and expenses) and
payment of the Borrower’s taxes, administrative, operating and other
expenses;

     

    (vi)
dividends permitted to be made in respect of the Equity Interests listed on
Schedule 6.08(a) or described in Section 6.08(a);

     

    (vii)
repurchase shares of the Borrower’s Preferred Stock pursuant to Section
6.08(a);

     

    (viii)
payment of principal, interest, fees and expenses with respect to Third Party
Interests in accordance with the terms thereof; and

     

    (ix)
the financing of Optional Debt Repurchases, permitted capital expenditures, the
repurchase of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease
Management Company’s) Preferred Stock and permitted Restricted
Payments.

     

    (c)        Letters
of Credit will be used solely to support payment obligations of the Borrower and
the Subsidiaries incurred in the ordinary course of business.

     

    (d)        No
proceeds of Loans will be used to prepay commercial paper prior to the maturity
thereof and no such proceeds will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of buying or carrying any
Margin 

     

    
      
        
        

      

      
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    Stock.  The
Borrower will ensure that no such use of Loan proceeds and no issuance of
Letters of Credit will entail any violation of Regulation T, U or X of the
Board.

     

    SECTION
5.11.        Additional
Subsidiaries.  If any additional wholly-owned Domestic
Subsidiary is formed or acquired after the Second Restatement Effective Date,
and if such Subsidiary is required to become a Subsidiary Loan Party hereunder,
the Borrower will, within three Business Days after such Subsidiary is formed or
acquired, (or if the Borrower elects to cause such Subsidiary to become a
Subsidiary Loan Party, the Borrower will) notify the Administrative Agent, the
Borrowing Base Agent the Lenders thereof and cause the Collateral and Guarantee
Requirement to be satisfied with respect to such Subsidiary, including each
Securitization Vehicle which is a Domestic Subsidiary, but excluding any
Subsidiary that engages solely in the pharmacy benefits management
business.  Notwithstanding any other provision of this Agreement, (i)
no Domestic Subsidiary listed on Schedule 5.11 shall be required to become
a Subsidiary Loan Party (it being understood and agreed that Schedule 5.11 shall
not include any Securitization Vehicle that is a Domestic Subsidiary) and
(ii) no Domestic Subsidiary shall be required to become a Subsidiary Loan
Party unless and until such time as such Subsidiary has assets in excess of
$1,000,000 or acquires assets in excess of $1,000,000 or has revenue in excess
of $500,000 per annum.

     

    SECTION
5.12.        Further
Assurances.  The Borrower will, and will cause each Subsidiary
Loan Party to, execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, deeds of trust
and other documents), which may be required under any applicable law, or which
the Collateral Agent, the Borrowing Base Agent or the Required Lenders may
reasonably request, to cause the Collateral and Guarantee Requirement to be and
remain satisfied, all at the expense of the Loan Parties.  The
Borrower also agrees to provide to the Collateral Agent or the Borrowing Base
Agent, from time to time upon request by either of them, evidence reasonably
satisfactory to the Collateral Agent or the Borrowing Base Agent, as applicable,
as to the perfection and priority of the Liens created or intended to be created
by the Senior Collateral Documents.

     

    SECTION
5.13.        Subsidiaries.  The
Borrower will cause all of the Subsidiaries that own Eligible Accounts
Receivable, Eligible Inventory or Eligible Script Lists to be and at all times
remain “Unrestricted Subsidiaries” as defined in, and for all purposes of, each
of the Effective Date Indentures and will deliver such documents to the trustees
under each such Effective Date Indenture and take such actions thereunder as may
be necessary to effect the foregoing.

     

    SECTION
5.14.        Intercompany
Transfers.  The
Borrower shall maintain accounting systems capable of tracing intercompany
transfers of funds and other assets.

     

    SECTION
5.15.        Inventory
Purchasing.  (a)  The Borrower shall, and shall cause each
Subsidiary party to the Intercompany Inventory Purchase Agreement to, at all
times maintain in all material respects the vendor inventory purchasing system
and the intercompany inventory purchasing system in accordance with the terms of
the 

     

    
      
        
        

      

      
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    Intercompany
Inventory Purchase Agreement.  The Borrower shall cause each
Subsidiary which owns or acquires any Senior Collateral consisting of inventory
to be party to the Intercompany Inventory Purchase
Agreement.  Notwithstanding the foregoing, the Borrower shall only be
required to cause Holdings and its subsidiaries to comply with the foregoing as
soon as reasonably practicable after the Second Restatement Effective
Date.

     

    (b)        The
Borrower shall not permit any Operating Subsidiary to purchase any Inventory
from any Direct Delivery Vendor other than (i) the acquisition of inventory
from McKesson Corporation (or any Persons that replace McKesson Corporation, in
whole or in part, and sell or otherwise provide inventory substantially similar
to inventory sold or otherwise provided by McKesson Corporation) consistent with
past practice and (ii) food-stuffs, beverages, periodicals, greeting cards
and similar items which are either paid for in cash substantially concurrently
with the time of delivery or otherwise consistent with past
practice.

     

    SECTION
5.16.        Cash Management
System.  (a)  The Borrower will cause each Subsidiary Loan
Party to at all times maintain a Cash Management System that complies with
Schedule 3 of the Senior Subsidiary Security Agreement.  The
Borrower will cause each Subsidiary Loan Party to comply with each obligation
thereof under the Cash Management System.  The Borrower will cause
each Subsidiary Loan Party to comply with each of its obligations under the Cash
Management System, and shall cause each Subsidiary Loan Party to use its best
efforts to cause any applicable third party to effectuate the Cash Management
System.  Notwithstanding the foregoing, the Borrower shall only be
required to cause Holdings and its subsidiaries to comply with the foregoing as
soon as reasonably practicable after the Second Restatement Effective
Date.

     

    (b)        Each
party hereto authorizes the Administrative Agent and the Collateral Agent to (i)
permit the creation by the Grantors of accounts that receive payments in respect
of the Securitization Assets and/or Factoring Assets (but not other payments)
and (ii) release the security interest of the Collateral Agent for the ratable
benefit of the Senior Secured Parties in the Lockbox Account, the Governmental
Lockbox Account and/or any accounts created pursuant to clause (i) of this
paragraph from the Cash Management System and transfer control of the Lockbox
Account, the Governmental Lockbox Account and/or any accounts created pursuant
to clause (i) of this paragraph to (A) any Person in connection with a Factoring
Transaction permitted by this Agreement for so long as a Factoring Transaction
is ongoing or (B) any Person for the benefit of holders of Third Party Interests
in respect of a Securitization permitted by this Agreement for as long as any
Third Party Interests are outstanding.

     

    SECTION
5.17.        Termination of Factoring
Transactions.  If an Event of Default has occurred and the
Collateral Agent has elected to exercise any remedies under the Senior
Collateral Documents as a result thereof, the Borrower shall, and shall cause
each of its Subsidiaries to, terminate all existing Factoring
Transactions and cease to engage in any further Factoring Transactions; provided, however, that neither
the Borrower nor any such Subsidiary shall be required hereby to repurchase any
Factoring Assets previously sold, transferred or otherwise conveyed pursuant to
any such Factoring Transaction.

     

    
      
        
        

      

      
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    ARTICLE
VI


     

    Negative
Covenants

     

    Until
the Commitments have expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired, terminated or been cash collateralized and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

     

    SECTION
6.01.        Indebtedness; Certain Equity
Securities.  (a)  The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, any Attributable Debt in respect of any Sale and Leaseback
Transaction or any Third Party Interests except:

     

    (i)
Indebtedness under the Senior Loan Documents (including any Refinancing
Amendment executed in accordance with Section 6.01(c)) and Refinancing
Indebtedness (including (A) Refinancing Indebtedness in respect of
Revolving Commitments or Other Revolving Commitments and (B) Refinancing
Indebtedness consisting of Permitted First Priority Debt) in respect
thereof;

     

    (ii)
unsecured Indebtedness of the Borrower that is not Guaranteed by any Subsidiary,
that does not mature or require scheduled payments of principal prior to the
date that is 90 days after the Tranche 2/Tranche 3 Term Maturity Date, and that
has covenants and events of default which are determined in good faith by the
senior management of the Borrower to be on market terms, and Refinancing
Indebtedness issued in respect of such Indebtedness;

     

    (iii)
Indebtedness of the Borrower and the Subsidiaries in respect of intercompany
Investments permitted under Section 6.04; provided that such
Indebtedness is subordinated to the Senior Loan Obligations pursuant to terms
substantially the same as those forth on Annex 2 hereto;

     

    (iv)
Existing Non-Guaranteed Indebtedness;

     

    (v)
Existing Second Priority Debt;

     

    (vi)
Existing Guaranteed Unsecured Indebtedness;

     

    (vii)
Permitted Second Priority Debt incurred after the Second Restatement Effective
Date in an aggregate principal amount, together with the aggregate principal
amount of Indebtedness incurred pursuant to clause (viii) of this Section
6.01(a), not in excess of $1,500,000,000 at any time outstanding; provided that the
aggregate principal amount of Permitted Second Priority Debt incurred under this
clause which matures or requires scheduled payments of principal prior to the
date that is 90 days after the Tranche 2/Tranche 3 Term Maturity Date, together
with the aggregate principal amount of any Permitted Unsecured Indebtedness
incurred under clause (viii) of this Section 6.01(a) which 

     

    
      
        
        

      

      
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    matures
or requires scheduled payments of principal prior to the date that is 90 days
after the Tranche 2/Tranche 3 Term Maturity Date, shall not exceed $750,000,000
at any time outstanding;

     

    (viii)  Permitted
Unsecured Indebtedness incurred after the Second Restatement Effective Date in
an aggregate principal amount, together with the aggregate principal amount of
Indebtedness incurred pursuant to clause (vii) of this Section 6.01(a), not in
excess of $1,500,000,000 at any time outstanding; provided that the
aggregate principal amount of Permitted Unsecured Indebtedness incurred under
this clause which matures or requires scheduled payments of principal prior to
the date that is 90 days after the Tranche 2/Tranche 3 Term Maturity Date,
together with the aggregate principal amount of any Permitted Second Priority
Debt incurred under clause (vii) of this Section 6.01(a) which matures or
requires schedule payments of principal prior to the date that is 90 days after
the Tranche 2/Tranche 3 Term Maturity Date, shall not exceed $750,000,000 at any
time outstanding;

     

    (ix)
Indebtedness secured by Liens on real property or Attributable Debt incurred in
connection with Sale and Leaseback Transactions involving real property; provided that any
such Indebtedness, or any such lease entered into in connection with the Sale
and Leaseback Transaction giving rise to such Attributable Debt, shall have a
maturity date or termination date, as the case may be, after the date that is 90
days after the Tranche 2/Tranche 3 Term Maturity Date; and provided further that the
aggregate principal amount of Indebtedness and Attributable Debt incurred
pursuant to this clause (ix) shall not exceed $600,000,000 at any time
outstanding;

     

    (x)
Refinancing Indebtedness issued in respect of Indebtedness or Attributable Debt
permitted under this clause (x) and clauses (iv), (v), (vi), (xv) and
(xviii);

     

    (xi)
endorsements of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business;

     

    (xii)
Indebtedness for borrowed money and Capital Lease Obligations existing on the
Second Restatement Effective Date (other than Second Priority Debt and
Indebtedness referred to in clauses (ii), (iv), (v) and (vi) above) and set
forth on Schedule
6.01(a)(xii), but not any extensions, renewals, refinancings or
replacements of such Indebtedness;

     

    (xiii)
Capital Lease Obligations with respect to leases existing on the Second
Restatement Effective Date that were accounted for as operating leases on the
Original Restatement Effective Date and thereafter reclassified as Capital Lease
Obligations;

     

    (xiv)
Indebtedness (including Capital Lease Obligations) and Attributable Debt in
respect of Sale and Leaseback Transactions in respect of equipment 

     

    
      
        
        

      

      
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    financing
or leasing in the ordinary course of business of the Borrower and the
Subsidiaries consistent with past practices;

     

    (xv)
purchase money Indebtedness (including Capital Lease Obligations) and
Attributable Debt in respect of Sale and Leaseback Transactions in each case
incurred to finance the acquisition, development, construction or opening of any
Store after the Second Restatement Effective Date; provided that such
Indebtedness or Attributable Debt (A) is incurred not later than 24 months
following the completion of the acquisition, development, construction or
opening of such Store, (B) any Lien securing such Indebtedness or
Attributable Debt is limited to the Store financed with the proceeds thereof,
and (C) is incurred in connection with a transaction that is substantially
consistent with the business plan of the Borrower provided to the Lenders prior
to the Second Restatement Effective Date;

     

    (xvi)
(A) Third Party Interests issued by Securitization Vehicles in Securitizations
permitted by Section 6.05, and Indebtedness represented by such Third Party
Interests, (B) Indebtedness of the Borrower or its Subsidiaries that may be
deemed to exist solely by virtue of a Factoring Transaction permitted by this
Agreement and (C) Securitization Refinancing Indebtedness in respect of any
Third Party Interests or Indebtedness permitted by clause (A) above; provided that the
aggregate amount of all Securitizations plus the aggregate
amount of Indebtedness permitted by clauses (B) and (C) shall not exceed
$950,000,000 at any time outstanding;

     

    (xvii)
Indebtedness of Subsidiaries other than Securitization Vehicles that may be
deemed to exist solely by virtue of Standard Securitization Undertakings entered
into by such Subsidiaries as sellers of Securitization Assets in Securitizations
permitted by paragraph (xvi) above;

     

    (xviii)
Indebtedness under the New Notes, in an aggregate principal amount not in excess
of the amount equal to $1,220,000,000, and Guarantees by Subsidiaries of such
Indebtedness (and Refinancing Indebtedness of such Indebtedness);

     

    (xix)
Guarantees by Subsidiaries of the Existing Second Priority Debt (and Refinancing
Indebtedness of Existing Second Priority Debt), the Existing Guaranteed
Unsecured Indebtedness (and Refinancing Indebtedness of Existing Guaranteed
Unsecured Indebtedness) and any Indebtedness under clause (vii) or (viii) of
this Section 6.01(a); and

     

    (xx)
Indebtedness of Holdings in respect of letters of credit assumed in connection
with the Acquisition in an aggregate principal amount not in excess of (A)
$75,000,000 at any time outstanding prior to any date that is 60 days after
the Second Restatement Effective Date and (B) $10,000,000 at any time
outstanding on or after any date that is 60 days after the Second Restatement
Effective Date but prior to 120 days after the Second Restatement Effective
Date.

     

    
      
        
        

      

      
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    (b)        The
Borrower will not, nor will it permit any Subsidiary to, issue any Preferred
Stock or other preferred Equity Interests, other than Qualified Preferred Stock
of the Borrower, Third Party Interests issued by Securitization Vehicles, and
other preferred Equity Interests issued and outstanding on the Second
Restatement Effective Date and set forth on Schedule 6.01(b).

     

    (c)        At
any time after the 2009 Restatement Effective Date, the Borrower may obtain from
any Lender or Additional Lender Refinancing Indebtedness in respect of any
Indebtedness outstanding under this Agreement or any outstanding Revolving
Commitments or Other Revolving Commitments, in the form of Other Term Loans,
Other Term Commitments, Other Revolving Loans or Other Revolving Commitments
(or, if all then outstanding Revolving Commitments are to be replaced at such
time, in the form of new Revolving Commitments), in each case pursuant to a
Refinancing Amendment; provided that (i)
such Refinancing Indebtedness (A) will rank pari passu in right of
payment and of security (but without regard to control of remedies) with the
other Loans, (B) if such Refinancing Indebtedness is a term loan, amortize
in a manner, and be subject to mandatory prepayments (if any) on terms,
reasonably acceptable to the Administrative Agent, (C) have such pricing
(other than interest rate, which shall comply with the requirements set forth in
the definition of the term “Refinancing Indebtedness”) as may be agreed by the
Borrower and the Administrative Agent and (D) otherwise be treated
hereunder no more favorably than, in the case of revolving facilities, the
Revolving Loans and Revolving Commitments, and, in the case of term loans, the
Tranche 2 Term Loans and the Tranche 3 Term Loans; provided that the
terms and provisions applicable to such Refinancing Indebtedness may provide for
additional or different financial or other covenants applicable only during
periods after the Latest Maturity Date that is in effect on the date such
Refinancing Indebtedness is issued, incurred or obtained.  The
effectiveness of any Refinancing Amendment shall be subject to the satisfaction
on the date thereof of each of the conditions set forth in
Section 4.02.  Any Refinancing Amendment may provide for the
issuance of Letters of Credit for the account of the Borrower, or the provision
to the Borrower of Swingline Loans, in each case on terms substantially
equivalent to the terms applicable to Letters of Credit and Swingline Loans
under the Revolving Commitments, pursuant to any Other Revolving Commitments
established thereby.  The Administrative Agent shall promptly notify
each Lender as to the effectiveness of each Refinancing
Amendment.  Each of the parties hereto hereby agrees that, upon the
effectiveness of any Refinancing Amendment, this Agreement shall be deemed
amended to the extent (but only to the extent) necessary to reflect the
existence and terms of the Refinancing Indebtedness incurred pursuant thereto
(including any amendments necessary to treat the Loans and Commitments subject
thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments
and/or Other Term Commitments).  Notwithstanding the foregoing, no
Refinancing Amendment shall become effective under this Section 6.01(c)
unless the Administrative Agent, to the extent so reasonably requested by the
Administrative Agent, shall have received legal opinions, board resolutions
and/or officers’ certificates consistent with those delivered on the 2008
Restatement Effective Date under Section 1.2(b) of the 2008 Amendment and
Restatement Agreement other than changes to such legal opinions resulting from a
change in law, change in fact or change to counsel’s form of opinion reasonably
satisfactory to the Administrative Agent.

     

    
      
        
        

      

      
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    SECTION
6.02.        Liens.  (a) 
The Borrower will not, and will not permit any Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect of any thereof, except:

     

    (i) 
Liens created under the Senior Loan Documents;

     

    (ii) 
Permitted Encumbrances;

     

    (iii) 
any Lien created or permitted by the Second Priority Collateral Documents with
respect to the Second Priority Debt Obligations in favor of the Second Priority
Debt Parties; provided that (A)
such Lien is created simultaneously with or after an equivalent Lien under the
Senior Collateral Documents on the applicable Senior Collateral, (B) such Lien
is subject to the Collateral Trust and Intercreditor Agreement, (C) any Lien on
the proceeds of such Senior Collateral is permitted by the Collateral Trust and
Intercreditor Agreement and (D) such Second Priority Debt Obligations are
permitted to be incurred under Section 6.01(a);

     

    (iv) 
[intentionally omitted];

     

    (v) 
any Lien securing Indebtedness of a Subsidiary owing to a Subsidiary Loan
Party;

     

    (vi) 
any Lien securing Attributable Debt and other payment obligations under leases
incurred in connection with a Sale and Leaseback Transaction permitted pursuant
to Section 6.01(a)(xiv) or (xv) and Section 6.06; provided that such
Liens attach only to the equipment, real property or other assets subject to
such Sale and Leaseback Transaction;

     

    (vii) 
any Lien on real property securing Indebtedness permitted and incurred under
Section 6.01(a)(ix);

     

    (viii) 
any Lien securing Capital Lease Obligations permitted and incurred under
Section 6.01(a)(xiii), provided that such
Lien is limited to the equipment or other property subject to leases existing on
the Original Restatement Effective Date that were subsequently reclassified as
Capital Lease Obligations;

     

    (ix) 
any Lien on equipment securing Indebtedness incurred to finance such equipment
pursuant to Section 6.01(a)(xiv);

     

    (x) 
Liens securing Indebtedness permitted and incurred under
Section 6.01(a)(xv), provided that such
Liens apply only to the property or other assets acquired, developed or
constructed, as the case may be, with the proceeds of such
Indebtedness;

     

    (xi) 
Liens existing on the Second Restatement Effective Date and identified on
Schedule 6.02(xi); provided, that such
Liens do not attach to any 

     

    
      
        
        

      

      
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    property
other than the property identified on such Schedule and secure only the
obligations they secured on the Second Restatement Effective Date;

     

    (xii)
 any Lien (A) on Net Cash Proceeds that are required to be applied to the
repayment of Second Priority Debt Obligations in accordance with the Collateral
Trust and Intercreditor Agreement or (B) that arises pursuant to any provisions
in any Second Priority Debt Document equivalent to Section 10.14 of the
12.5% Note Indenture;

     

    (xiii) 
Liens securing Refinancing Indebtedness permitted under Section 6.01(a), to
the extent that the Indebtedness being refinanced was originally secured in
accordance with this Section 6.02; provided that such
Lien does not apply to any additional property or assets of the Borrower or any
Subsidiary (other than (i) property or assets acquired after the issuance
or incurrence of such Refinancing Indebtedness that would have been subject to
the Lien securing refinanced Indebtedness if such Indebtedness had not been
refinanced, (ii) additions to the property or assets subject to the Lien
and (iii) the proceeds of the property or assets subject to the Lien);
provided further that, if the
Indebtedness being refinanced constitutes (A) Second Priority Debt, then
such Refinancing Indebtedness must constitute Permitted Second Priority Debt and
(B) Senior Loan Obligations or Additional Senior Debt Obligations, then
such Refinancing Indebtedness must constitute Senior Loan Obligations,
Additional Senior Debt or Permitted Second Priority Debt;

     

    (xiv) 
Liens on property or assets acquired pursuant to Section 6.04(vi), (x) or
(xiii); provided that
(A) such Liens apply only to the property or other assets subject to such
Liens at the time of such acquisition and (B) such Liens existed at the
time of such acquisition and were not created in contemplation
thereof;

     

    (xv) 
put and call agreements with respect to Equity Interests acquired or created in
connection with Joint Ventures permitted pursuant to Section 6.04(x) or
(xiii); provided that neither
the Borrower nor any Subsidiary shall be permitted to enter into any such
agreement that requires or, upon the occurrence of any event or condition,
contingent or otherwise, may require the Borrower or any Subsidiary Loan Party
to repurchase Equity Interests, Indebtedness or otherwise expend any amounts on
or prior to the Tranche 2/Tranche 3 Term Maturity Date or any Latest Maturity
Date thereafter that was in effect at the time of entry into such put or call
arrangement (in each case other than as permitted under Section 6.04(x) or
(xiii));

     

    (xvi) 
(A) Liens on Securitization Assets transferred or purported to be transferred to
Securitization Vehicles securing Third Party Interests issued in Securitizations
permitted by Sections 6.01 and 6.05, (B) Liens on account receivables not
purchased by a Securitization Vehicle, which Liens (i) are granted in connection
with Securitizations permitted by Sections 6.01 and 6.05, (ii) are granted
pursuant to Standard Securitization Undertakings, (iii) are perfected prior to
an Event of Default and (iv) secure Third Party Interests issued in
Securitizations permitted by Sections 6.01 and 6.05 and (C) Liens on
Factoring 

     

    
      
        
        

      

      
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    Assets
transferred or purported to be transferred in Factoring Transactions permitted
by this Agreement; and

     

    (xvii)
Liens (other than Liens securing Indebtedness) that are not otherwise permitted
under any other provision of this Section 6.02(a); provided, that the
fair market value of the property and assets with respect to which such Liens
are granted shall not at any time exceed $40,000,000.

     

    (b)        Notwithstanding
anything in clause (a) of this Section 6.02, the Borrower may not
grant or otherwise permit to exist (except in the case of clause (ii), pursuant
to the Collateral Documents) Liens on any cash or cash equivalents that secure
the Senior Loan Obligations or are otherwise held by the Lenders or the
Administrative Agent pursuant to (i) Section 2.05(j) or
(ii) Section 9.15.

     

    SECTION
6.03.        Fundamental
Changes.  Without limiting the restrictions on Business
Acquisitions set forth in Section 6.04, the Borrower will not, and will not
permit any Subsidiary Loan Party to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto (other than in the case of clause (iv) below) no Default
shall have occurred and be continuing (i) any Person may merge into the
Borrower in a transaction in which the Borrower is the surviving corporation,
provided, that
if such other Person is a Subsidiary Loan Party, it shall have no assets that
constitute Senior Collateral, (ii) any Person may merge into a Subsidiary
Loan Party in a transaction in which such Subsidiary Loan Party is the surviving
corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if
such liquidation or dissolution is not materially disadvantageous to the Lenders
and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party
that is permitted under Section 6.05 may be effected through a merger,
consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any
such merger involving a Person that is not a wholly-owned Subsidiary immediately
prior to such merger shall not be permitted to engage in such merger unless also
permitted by Section 6.04 and (B) the Borrower and the applicable
Subsidiary Loan Party shall comply with the provisions of Section 5.11 with
respect to any Subsidiary acquired pursuant to this Section 6.03.

     

    SECTION
6.04.        Investments, Loans,
Advances, Guarantees and Acquisitions.  The Borrower will not,
and will not permit any of the Subsidiaries to, make any Investment in, or
Guarantee any obligations of, any other Person, or purchase or otherwise acquire
(in one transaction or a series of transactions) any assets of any other Person
constituting a business unit, except:

     

    (i) 
Permitted Investments;

     

    (ii) 
Investments of the Borrower, the Subsidiary Loan Parties and Holdings and its
subsidiaries set forth on Schedule 6.04;

     

    (iii) 
Guarantees of Indebtedness and/or Guarantees consisting of Indebtedness
permitted by Section 6.01;

     

    
      
        
        

      

      
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    (iv) 
Investments received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with, customers and suppliers, in
each case in the ordinary course of business;

     

    (v) 
Investments by the Borrower or any Subsidiary Loan Party in Subsidiary Loan
Parties; provided that the
Borrower and such Subsidiary Loan Party, as the case may be, shall comply with
the applicable provisions of Section 5.11 with respect to any newly formed
Subsidiary;

     

    (vi) 
Investments consisting of non-cash consideration received in connection with any
Asset Sale permitted by Section 6.05;

     

    (vii)
Investments by the Subsidiaries in the Borrower; provided that the
proceeds of such Investments are used for a purpose set forth in Section
5.10(b);

     

    (viii)
[intentionally omitted];

     

    (ix) 
usual and customary loans and advances to employees, officers and directors of
the Borrower and the Subsidiaries;

     

    (x) 
Investments by the Borrower or any of the Subsidiaries in Joint Ventures in an
amount not to exceed $15,000,000 in the aggregate in any fiscal year of the
Borrower;

     

    (xi) 
Investments in charitable foundations organized under Section 501(c) of the
Code in an amount not to exceed $7,500,000 in the aggregate in any calendar
year;

     

    (xii) 
any Investment consisting of a Hedging Agreement permitted by
Section 6.07;

     

    (xiii) 
Business Acquisitions and Investments that are not otherwise permitted under any
other provision of this Section 6.04; provided that
(A) at the time of such Business Acquisition or Investment no Default has
occurred and is continuing or would result therefrom and (B) immediately
after giving effect to any such Business Acquisition or Investment, (1) the
Revolver Availability is greater than $250,000,000 and (2) the Consolidated
Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters
most recently ended on or prior to the date of such Business Acquisition or
Investment, calculated on a pro forma basis as if such Business Acquisition or
Investment (and any related incurrence of Indebtedness) were made on the first
day of such period, shall not be less than 1.10 to 1.00;

     

    (xiv) 
Investments consisting of Sellers’ Retained Interests in Securitizations
permitted by Sections 6.01 and 6.05; and

     

    (xv)
(A) Investments by the Borrower or a Subsidiary in connection with a
Securitization permitted pursuant to this Agreement and (B) any Investment or


     

    
      
        
        

      

      
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    other
Guarantee that may be deemed made by the Borrower due to the fact that a Parent
Undertaking has been entered into in respect of a Securitization permitted
pursuant to the Agreement.

     

    SECTION
6.05.        Asset
Sales.  The Borrower will not, and will not permit any of the
Subsidiary Loan Parties to, conduct any Asset Sale, including any sale of any
Equity Interest owned by it and any sale of Securitization Assets in connection
with a Securitization, nor will the Borrower permit any of the Subsidiary Loan
Parties to issue any additional Equity Interest in such Subsidiary,
except:

     

    (i) 
Permitted Dispositions;

     

    (ii) 
any Asset Sale (other than a Sale and Leaseback Transaction, the issuance of
Equity Interests, sales or contributions of Securitization Assets in a
Securitization or sales of Factoring Assets in Factoring Transactions) for fair
value not in the ordinary course of business;

     

    (iii) 
any sale, transfer or disposition to a third party of Stores, leases and
prescription files closed at substantially the same time as, and entered into as
part of a single related transaction with, the purchase or other acquisition
from such third party of Stores, leases and prescription files of a
substantially equivalent value;

     

    (iv) 
any issuance of Equity Interests of any Subsidiary Loan Party by such Subsidiary
Loan Party to the Borrower or any other Subsidiary Loan Party;

     

    (v) 
any Sale and Leaseback Transaction permitted pursuant to
Section 6.01(a)(ix), (xiv) or (xv) and Section 6.06;

     

    (vi) 
sales or contributions of Securitization Assets to Securitization Vehicles in
connection with Securitizations, provided that
(a) each such Securitization is effected on market terms as determined in
good faith by the senior management of the Borrower, (b) the aggregate
amount of all such Securitizations plus the aggregate
amount of Indebtedness permitted by Section 6.01(a)(xvi)(B) and (C) does
not exceed $950,000,000 at any time outstanding, (c) the aggregate amount
of the Sellers’ Retained Interests in such Securitizations does not exceed an
amount at any time outstanding that is customary for similar transactions and
(d) the proceeds to each such Securitization Vehicle from the issuance of
Third Party Interests are applied substantially simultaneously with receipt
thereof to the purchase from Subsidiary Loan Parties of Securitization Assets;
provided that,
in the case of clause (d), the Securitization Vehicle may use a portion of such
proceeds to pay a customary collection agent fee in connection with such
Securitization to the extent such fee is permitted pursuant to
Section 6.09(f);

     

    (vii) 
unless otherwise restricted by Section 5.17, sales of Factoring Assets in
connection with Factoring Transactions; provided that (i) a
Factoring Notice with respect to such Factoring Transaction has been delivered
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    the
Administrative Agent and (ii) each such Factoring Transaction is effected on
market terms as determined in good faith by the senior management of the
Borrower; and

     

    (viii)
the sale, transfer or other disposition of assets or properties of Holdings and
its subsidiaries required by any Governmental Authority as a condition to its
consent or forbearance from opposing the consummation of the
Transactions.

     

    provided that, with
respect to sales, transfers or dispositions under clause (ii), (v) or (viii),
and with respect to any net consideration received from any transaction
described in clause (iii), at least 75% of the consideration therefor shall
consist of cash.

     

    SECTION
6.06.        Sale and Leaseback
Transactions.  The Borrower will not, and will not permit any
of the Subsidiaries to, enter into any Sale and Leaseback Transaction, except
for Sale and Leaseback Transactions permitted by and effected pursuant to
Section 6.01(a)(ix), (xiv) or (xv) which do not result in Liens other than Liens
permitted pursuant to Section 6.02(a).

     

    SECTION
6.07.        Hedging
Agreements.  The Borrower will not, and will not permit any of
the Subsidiaries to, incur or at any time be liable with respect to any monetary
liability under any Hedging Agreements, unless such Hedging Agreements
(i) are entered into for bona fide hedging purposes of the Borrower, any
Subsidiary Loan Party (as determined in good faith by the senior management of
the Borrower), (ii) correspond in terms of notional amount, duration,
currencies and interest rates, as applicable, to Indebtedness of the Borrower or
any Subsidiary Loan Party permitted to be incurred under Section 6.01(a) or to
business transactions of the Borrower and the Subsidiary Loan Parties on
customary terms entered into in the ordinary course of business and (iii) do not
exceed an amount equal to the aggregate principal amount of the Senior
Obligations and the Second Priority Debt Obligations.

     

    SECTION
6.08.        Restricted Payments; Certain
Payments of Indebtedness.  (a) The Borrower will not, nor will
it permit any Subsidiary to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except (i) the Borrower may declare and pay dividends
with respect to its common stock or Qualified Preferred Stock payable solely in
additional shares of its common stock or Qualified Preferred Stock, or make cash
payments in lieu of fractional shares, (ii) Subsidiaries (other than those
directly owned, in whole or part, by the Borrower) may declare and pay dividends
ratably with respect to their common stock, (iii) the Borrower may declare
and pay cash dividends with respect to its common stock and effect repurchases,
redemptions or other Restricted Payments with respect to its common stock,
together in an aggregate amount in any fiscal year of the Borrower not to exceed
50% of Consolidated Net Income (if positive) for the immediately preceding
fiscal year of the Borrower; provided that
immediately prior and after giving effect to any such payment no Default or
Event of Default shall have occurred and be continuing and, immediately after
giving effect to any such payment, the Borrower shall have Revolver Availability
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    may
pay cash dividends in an amount not to exceed $60,000,000 in any fiscal year of
the Borrower with respect to any Qualified Preferred Stock; provided that (x)
immediately prior and after giving effect to any such payment, no Default or
Event of Default shall have occurred and be continuing and (y) only so long as a
Financial Covenant Effectiveness Period is then occurring, the Consolidated
Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters
most recently ended on or prior to the date of such payment, calculated on a pro
forma basis as if such payment were made on the last day of such period (and
excluding any such payments previously made pursuant to this clause during such
four quarter period but attributed for purposes of this calculation to the last
day of a prior period which day does not occur in such four quarter period) is
not less than the ratio applicable to such period of four fiscal quarters under
Section 6.12, (v) the Borrower and the Subsidiaries may make Restricted
Payments consisting of the repurchase or other acquisition of shares of, or
options to purchase shares of, capital stock of the Borrower or any of its
Subsidiaries from employees, former employees, directors or former directors of
the Borrower or any Subsidiary (or their permitted transferees), in each case
pursuant to stock option plans, stock plans, employment agreements or other
employee benefit plans approved by the board of directors of the Borrower; provided that no
Default has occurred and is continuing; and provided further that the
aggregate amount of such Restricted Payments made after the Original Restatement
Effective Date shall not exceed $10,000,000, (vi) the Subsidiaries may
declare and pay cash dividends to the Borrower; provided that the
Borrower shall, within a reasonable time following receipt of any such payment,
use all of the proceeds thereof for a purpose set forth in Section 5.10(b) or a
Refinancing Amendment (including the payment of dividends required or permitted
pursuant to this Section 6.08(a)), (vii) the Borrower and the Subsidiaries
may declare and pay cash dividends with respect to the Equity Interests set
forth on Schedule 6.08(a) to the extent, and only to the extent, required
pursuant to the terms of such Equity Interests or any other agreement in effect
on the Effective Date and (viii) so long as no Default or Event of Default has
occurred and is continuing or would result therefrom, the Borrower may redeem or
repurchase shares of the Borrower’s and/or its Subsidiaries’ (including Rite Aid
Lease Management Company’s) Preferred Stock (A) solely with Net Cash Proceeds
received by the Borrower from issuances of its common stock after the Original
Restatement Effective Date, provided that any
such repurchase or redemption is effected within 150 days after the receipt of
such proceeds or (B) with other funds available to the Borrower if,
immediately after giving effect to any such redemption or repurchase, the
Borrower shall have Revolver Availability of more than
$100,000,000.

     

    (b)        The
Borrower will not, nor will it permit any Subsidiary to, make or agree to pay or
make, directly or indirectly, any payment or other distribution (whether in
cash, securities or other property) of or in respect of principal of or interest
on any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Indebtedness (which, for purposes of this
Section 6.08(b), shall include any Indebtedness, including the Borrower’s
8.5% Convertible Notes due May 2015, incurred pursuant to any of clauses (i)
through (xx) of Section 6.01(a)), except:

     

    
      
        
        

      

      
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    (i) 
payments or prepayments or exchanges of Indebtedness (including Refinancing
Indebtedness) created under the Senior Loan Documents (including any Refinancing
Amendment executed in accordance with Section 6.01(c)) and prepayments,
repurchases or redemptions of Additional Senior Debt made in accordance with
Section 2.11(c);

     

    (ii) 
payments of regularly scheduled interest and principal payments as and when due
in respect of any Indebtedness permitted pursuant to
Section 6.01(a);

     

    (iii) 
prepayments of Indebtedness permitted pursuant to clause (vii), (viii) or (ix)
of Section 6.01(a) with the proceeds of, or in exchange for, Indebtedness
permitted pursuant to clause (vii), (viii) or (ix) of Section 6.01(a),
respectively;

     

    (iv) 
payments of secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such
Indebtedness;

     

    (v) 
provided no Default has occurred and is continuing or would result therefrom,
Optional Debt Repurchases of Inside Indebtedness and, to the extent permitted by
paragraph (c) of this Section, Optional Debt Repurchases of Outside
Indebtedness;

     

    (vi) 
repurchases, exchanges or redemptions of Indebtedness for consideration
consisting solely of common stock of the Borrower or Qualified Preferred Stock
or cash payments in lieu of fractional shares;

     

    (vii) 
prepayments of Capital Lease Obligations in connection with the sale, closing or
relocation of Stores;

     

    (viii) 
prepayments and exchanges of Indebtedness in connection with the incurrence of
Refinancing Indebtedness permitted pursuant to Section 6.01(a)(ii) or
(x);

     

    (ix) 
prepayments of Indebtedness permitted pursuant to Section 6.01(a)(iii), if
permitted by the subordination provisions applicable to such Indebtedness;
and

     

    (x) 
unless an Event of Default shall have occurred and be continuing, mandatory
prepayments of Indebtedness and interest under the New Notes.

     

    (c)        The
Borrower and the Subsidiaries will not effect Optional Debt Repurchases of
Outside Indebtedness unless immediately prior and after giving effect to any
such Optional Debt Repurchases, (x) no Default or Event of Default shall
have occurred and be continuing and (y) the Borrower shall have Revolver
Availability of more than $100,000,000.

     

    SECTION
6.09.        Transactions with
Affiliates.  The Borrower will not, and will not permit any
Subsidiary to, directly or indirectly, sell, lease or otherwise 

     

    
      
        
        

      

      
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    transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except:

     

    (a)        payment
of compensation to directors, officers, and employees of the Borrower and the
Subsidiaries in the ordinary course of business;

     

    (b)        payments
in respect of transactions required to be made pursuant to agreements or
arrangements in effect on the Second Restatement Effective Date and set forth on
Schedule 6.09;

     

    (c)        transactions
involving the acquisition of inventory in the ordinary course of business; provided that (i) the
terms of such transaction are (A) set forth in writing, (B) in the best
interests of the Borrower or such Subsidiary, as the case may be, and (C) no
less favorable to the Borrower or such Subsidiary, as the case may be, than
those that could be obtained in a comparable arm’s length transaction with a
Person that is not an Affiliate of the Borrower or a Subsidiary and, (ii) if
such transaction involves aggregate payments or value in excess of $75,000,000,
the board of directors of the Borrower (including a majority of the
disinterested members of the board of directors) approves such transaction and,
in its good faith judgment, believes that such transaction complies with clauses
(i)(B) and (C) of this paragraph;

     

    (d)        (i)
transactions between or among the Borrower and/or one or more Subsidiary Loan
Parties, (ii) sales of Securitization Assets to Securitization Vehicles in
Securitizations permitted by Sections 6.01 and 6.05,
(iii) [intentionally deleted], (iv) transactions under, involving,
related to and/or in connection with the Acquisition and documents related
thereto including, (A) the Stock Purchase Agreement, dated as of August 23,
2006, by and between the Borrower and The Jean Coutu Group (PJC) Inc., (B) the
Stockholder Agreement, dated as of August 23, 2006, between the Borrower, The
Jean Coutu Group (PJC) Inc., Jean Coutu, Marcelle Coutu, Francois J. Coutu,
Michel Coutu, Louis Coutu, Sylvie Coutu and Marie-Josée Coutu and (C) the
Registration Rights Agreement, dated as of August 23, 2006, by and between the
Borrower and The Jean Coutu Group (PJC) Inc. and (v) the Transition
Services Agreement, dated as of June 4, 2007, by and between the Borrower and
the Seller; provided that the
terms of the transactions referred to in clauses (iii), (iv) and (v) above are
in the best interest of the Borrower, such Subsidiary Loan Party or Holdings or
any such subsidiary of Holdings which is a party thereto, as the case may
be;

     

    (e)        issuances
of Preferred Stock of the Borrower (and transactions that are necessary to
effect such issuances) in respect of pay-in-kind obligations of the Borrower
relating to Series G Preferred Stock or Series H Preferred Stock;
and

     

    (f)        any
other Affiliate transaction not otherwise permitted pursuant to this
Section 6.09; provided that (i) the
terms of such transaction are (A) set forth in writing, (B) in the best
interests of the Borrower or such Subsidiary, as the case 

     

    
      
        
        

      

      
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    may
be, and (C) no less favorable to the Borrower or such Subsidiary, as the case
may be, than those that could be obtained in a comparable arm’s length
transaction with a Person that is not an Affiliate of the Borrower or a
Subsidiary, (ii) if such transaction involves aggregate payments or value in
excess of $25,000,000 in any consecutive 12-month period, the board of directors
of the Borrower (including a majority of the disinterested members of the board
of directors) approves such transaction and, in its good faith judgment,
believes that such transaction complies with clauses (i)(B) and (C) of this
paragraph and (iii) if such transaction (other than any transaction necessary
for the redemption or exchange of the Borrower’s Series G Preferred Stock
or Series H Preferred Stock) involves aggregate payments or value in excess
of $50,000,000 in any consecutive 12-month period, the Borrower obtains a
written opinion from an independent investment banking firm or appraiser of
national prominence, as appropriate, to the effect that such transaction is fair
to the Borrower or such Subsidiary, as the case may be, from a financial point
of view.

     

    SECTION
6.10.        Restrictive
Agreements.  (a)  The Borrower will not, and will not
permit any Subsidiary to, enter into any agreement which imposes a limitation on
the incurrence by the Borrower and the Subsidiaries of Liens that (i) would
restrict any Subsidiary from granting Liens on any of its assets (including
assets in addition to the then-existing Senior Collateral, to secure the Senior
Obligations and the Second Priority Obligations) or (ii) is more restrictive,
taken as a whole, than the limitation on Liens set forth in this Agreement
except, in each case, (A)(u) the Senior Loan Documents, (v) agreements with
respect to Indebtedness secured by Liens permitted by Section 6.02(a)
restricting the ability to transfer or grant Liens on the assets securing such
Indebtedness, (w) agreements with respect to Second Priority Debt
(1) containing provisions described in clauses (i) and/or (ii) above that
are not materially more restrictive, taken as a whole, than those of the 2016
10.375% Note Indenture as in effect on the 2009 Restatement Effective Date or
(2) requiring that such Indebtedness be secured by assets in respect of
which Liens are granted to secure other Indebtedness (provided that in the
case of any such assets subject to a Senior Lien, such Indebtedness will be
required to be secured only with a Second Priority Lien); provided, however, that the
Second Priority Debt Documents relating to any such Indebtedness may not contain
terms requiring any Liens be granted with respect to Senior Collateral
consisting of cash or Permitted Investments pledged pursuant to Section 2.05(j)
of this Agreement or Section 8 of the Senior Subsidiary Guarantee Agreement or
otherwise required to be provided upon the occurrence of a default under any
bank credit facility to secure obligations in respect of letters of credit
issued thereunder, (x) agreements with respect to Additional Senior Debt
(1) containing provisions described in clauses (i) and/or (ii) above
that are not materially more restrictive, taken as a whole, than those of this
Agreement or (2) requiring that such Indebtedness be secured by assets in
respect of which Liens are granted to secure other Indebtedness; provided, however, that the
Additional Senior Debt Documents relating to any such Indebtedness may not
contain terms requiring any Liens be granted with respect to Senior Collateral
consisting of cash or Permitted Investments pledged pursuant to Section 2.05(j)
of this Agreement or Section 8 of the Senior Subsidiary Guarantee Agreement or
otherwise required to be provided upon the occurrence of a default under any
bank credit facility to secure obligations in respect of letters of credit
issued 

     

    
      
        
        

      

      
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    thereunder,
(y) agreements with respect to unsecured Indebtedness governed by
indentures or by credit agreements or note purchase agreements with
institutional investors permitted by this Agreement containing terms that are
not materially more restrictive, taken as a whole, than those of the 2017 9.50%
Note Indenture as in effect on the 2009 Restatement Effective Date and
(z) the New Notes, (B) customary restrictions contained in purchase
and sale agreements limiting the transfer of the subject assets pending closing,
(C) customary non-assignment provisions in leases and other contracts entered
into in the ordinary course of business, (D) pursuant to applicable law,
(E) agreements in effect as of the Second Restatement Effective Date and
not entered into in contemplation of the transactions effected in connection
with the closing of the Original Agreement, (F) the Indentures, in each
case when originally entered into, (G) any restriction existing under agreements
relating to assets acquired by the Borrower or a Subsidiary in a transaction
permitted hereby; provided that such
agreements existed at the time of such acquisition, were not put into place in
anticipation of such acquisition and are not applicable to any assets other than
assets so acquired, (H) any restriction existing under any agreement of a Person
acquired as a Subsidiary pursuant to Section 6.03 or
Section 6.04(a)(xiii); provided that any
such agreement existed at the time of such acquisition, was not put into place
in anticipation of such acquisition and was not applicable to any Person or
assets other than the Person or assets so acquired and (I) customary
restrictions and conditions contained in agreements relating to Securitizations
permitted hereunder, provided that such
restrictions and conditions apply only to Securitization Vehicles and to the
Securitization Assets that are subject to such Securitizations.

     

    (b)        The
Borrower will not, and will not permit any Subsidiary to, enter into or suffer
to exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary to (i) make Restricted Payments in respect of any
Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to,
the Borrower or any other Subsidiary, (ii) make any Investment in the
Borrower or any other Subsidiary, or (iii) transfer any of its assets to
the Borrower or any other Subsidiary, except for (A) any restriction
existing under (1) the Senior Loan Documents or existing on the Second
Restatement Effective Date under the Indentures, (2) the indenture or agreement
governing any Refinancing Indebtedness in respect of Indebtedness set forth in
clause (1) above or (3) agreements with respect to Indebtedness permitted by
this Agreement containing provisions described in clauses (i), (ii) and (iii)
above that are not materially more restrictive, taken as a whole, than those of
the 2016 10.375% Note Indenture as in effect on the 2009 Restatement Effective
Date, (B) customary non-assignment provisions in leases and other contracts
entered into in the ordinary course of business, (C) as required by applicable
law, (D) customary restrictions contained in purchase and sale agreements
limiting the transfer of the subject assets pending closing, (E) any restriction
existing under agreements relating to assets acquired by the Borrower or a
Subsidiary in a transaction permitted hereby; provided that such
agreements existed at the time of such acquisition, were not put into place in
anticipation of such acquisition and are not applicable to any assets other than
assets so acquired, (F) any restriction existing under any agreement of a
Person acquired as a Subsidiary pursuant to Section 6.03 or Section
6.04(a)(xiii); provided any such
agreement existed at the time of such acquisition, was not put into place in
anticipation of such acquisition and was not applicable to any Person


     

    
      
        
        

      

      
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    or
assets other than the Person or assets so acquired, (G) agreements with respect
to Indebtedness secured by Liens permitted by Section 6.02 that restrict the
ability to transfer the assets securing such Indebtedness, (H) customary
restrictions and conditions contained in agreements relating to Securitizations
permitted hereunder, provided that such
restrictions and conditions apply only to Securitization Vehicles and to the
Securitization Assets that are subject to such Securitizations and (I) any
restriction existing under the New Notes.

     

    SECTION
6.11.        Amendment of Material
Documents.  (a)  The Borrower will not, nor will it permit
any Subsidiary to, amend, modify or waive any Second Priority Collateral
Document or any of its rights thereunder without the consent of the Collateral
Agent and the Borrowing Base Agent, other than modifications to such agreements
in connection with (i) the joinder of additional Subsidiary Loan Parties
effected by the execution of supplements to such agreements and (ii) the
inclusion of (A) additional Second Priority Debt permitted pursuant to
Section 6.01(a)(vii) constituting Secured Obligations (as defined in the
Second Priority Security Agreement), (B) Additional Senior Debt Obligations
under such agreements or (C) amendments to effect the transactions contemplated
by the 2009 Amendment and Restatement Agreement and taking place on the 2009
Restatement Effective Date.  The Borrower will not, nor will it permit
any Subsidiary to, amend, modify or waive any instrument governing the New
Notes, any Additional Senior Debt Obligations or any related security documents,
or any of its rights under any of the foregoing, in each case without the
consent of the Collateral Agent and the Borrowing Base Agent, other than
amendments, modifications and waivers that are not material and adverse to the
interests of the Lenders or amendments or other modifications to implement any
Refinancing Indebtedness permitted by this Agreement.

     

    (b)        The
Borrower will not, and will not permit any Subsidiary party to the Intercompany
Inventory Purchase Agreement to, amend, terminate, or otherwise modify the
Intercompany Inventory Purchase Agreement in any manner materially adverse to
the Lenders or their interests under the Senior Loan Documents without the prior
written approval of the Collateral Agent; provided, however, that the
foregoing shall not limit the Borrower’s responsibilities pursuant to Section
3.2 of the Intercompany Inventory Purchase Agreement.

     

    SECTION
6.12.        Consolidated Fixed Charge
Coverage Ratio.  The Borrower will not permit the Consolidated
Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters
most recently ended on or prior to any day during a Financial Covenant
Effectiveness Period to be less than the ratio set forth below opposite the
period that includes the last day of such four quarter period:

     

    
      


      
        
          
            
              	 	
                      Four Fiscal Quarter
      Period Ending

                    	
                          Ratio

                    	 
	 	
                      December 3,
      2006 through March 3, 2007

                    	
                      1.00 to 1.00

                    	 
	 	
                      March 4,
      2007 through June 2, 2007

                    	
                      1.00 to 1.00

                    	 
	 	
                      June
      3, 2007 through September 1, 2007

                    	
                      1.00 to
  1.00

                    


            

          

        

      

    

     

    
 

    
      
        
        

      

      
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                            September 2,
      2007 through December 1, 2007

                          	
                            1.00 to 1.00

                          	 
	 	
                            December
      2, 2007 through March 1, 2008

                          	
                            1.00
      to 1.00

                          	 
	 	
                            March
      2, 2008 through May 31, 2008

                          	
                            1.00
      to 1.00

                          	 
	 	
                            June
      1, 2008 through August 30, 2008

                          	
                            1.00
      to 1.00

                          	 
	 	
                            August
      31, 2008 through February 28, 2010

                          	
                            1.05
      to 1.00

                          	 
	 	
                            March
      1, 2010 through the Latest Maturity Date

                          	
                            1.10
      to 1.00

                          	 


                  

                

              

            

          

        

      

    

    


    SECTION
6.13.        Restrictions on Asset
Holdings by the Borrower.  The Borrower will not at any
time:

     

    (i) 
make or hold any Investments other than investments in the Equity Interests of
the Subsidiaries (including any distributions or other assets received in
respect thereto), intercompany advances to Subsidiaries and Investments
permitted by clause (iii) below;

     

    (ii) 
acquire or hold any Stores, other capital assets, inventory or accounts
receivable, other than any real estate which the Borrower holds only as lessor
and which is leased and operated by another Person; or

     

    (iii) 
acquire or hold cash, cash equivalents, Permitted Investments or balances in
bank accounts, other than such amounts as are reasonably anticipated (at the
time so acquired or held) to be utilized within five Business Days to pay costs,
expenses and other obligations of the Borrower referred to in
Section 5.10(b).

     

    SECTION
6.14.        Corporate
Separateness.  The Borrower will, and will cause each
Subsidiary to, take all necessary steps to maintain its identity as a separate
legal entity from other Persons and to make it manifest to third parties that it
is an entity with assets and liabilities distinct from those of each of other
Person.

     

    SECTION
6.15.        Cash
Management.  At any time any Revolving Loans (including any
Other Revolving Loans) are outstanding, the Borrower shall not, and shall not
permit any Subsidiary Loan Party to, permit cash on hand (including the proceeds
of any Revolving Loan and any Other Revolving Loans) in an aggregate amount in
excess of $200,000,000 to accumulate and be maintained in the Deposit Accounts
of the Loan Parties, provided, that, for purposes hereof, “cash on hand” shall
exclude the following: (i) “store” cash, cash in transit between stores and
local Deposit Accounts and cash receipts from sales in the process of
inter-account transfers, in each case as a result of the ordinary course
operations of the Loan Parties, (ii) cash necessary for the Loan Parties to
satisfy the current liabilities incurred by such Loan Parties in the ordinary
course of their businesses and without acceleration of the satisfaction of such
current liabilities, (iii) the Net Proceeds received in respect of a Prepayment
Event described in clause (a) or (b) of the definition of “Prepayment Event” for
which the Borrower is permitted to apply such Net Proceeds as a reinvestment to
acquire real property, equipment or other tangible assets pursuant to Section
2.11(c) or any equivalent provision under any Additional 

     

    
      
        
        

      

      
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    Senior
Debt Document, (iv) cash proceeds of Refinancing Indebtedness not yet
applied to Refinance the applicable Refinanced Debt in accordance with clause
(xi) of the first proviso in the definition of the term “Refinancing
Indebtedness”, (v) cash proceeds of Refinancing Indebtedness to the extent that
the applicable Refinanced Debt consists of unused Revolving Commitments or Other
Revolving Commitments that have been terminated in connection with the issuance
of such Refinancing Indebtedness, (vi) cash held in any Deposit Account relating
to any Securitization or Factoring Transaction, (vii) cash collateral
required to be deposited pursuant to Section 2.05(j) or otherwise to cash
collateralize letters of credit in accordance with the applicable loan or letter
of credit documents and (viii) cash held in any Deposit Account of the Loan
Parties which is under the sole dominion and control of the Collateral Agent if
the Collateral Agent has exclusive rights of withdrawal with respect to such
Deposit Accounts.  The Borrower shall not borrow any Revolving Loans
or Other Revolving Loans in an aggregate principal amount of more than
$100,000,000 over any three consecutive Business Day period if the purpose of
such Borrowings is to accumulate cash on hand (other than for any of the
purposes described in clause (ii), (iv), (v) or (vii) above).

     

    


     

    ARTICLE
VII


     

    Events of
Default

     

    If
any of the following events (“Events of Default”)
shall occur:

     

    (a)        the
Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;

     

    (b)        the
Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this Article)
payable under this Agreement or any other Senior Loan Document, when and as the
same shall become due and payable, and such failure shall continue unremedied
for a period of five days;

     

    (c)        any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with any Senior Loan Document or any
amendment or modification thereof or waiver thereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with any Senior Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material
respect when made or deemed made;

     

    (d)        the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02(a), 5.10, 5.11, 5.15 or 5.16 or in
Article VI;

     

    
      
        
        

      

      
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    (e)        any
Loan Party shall fail to observe or perform any covenant, condition or agreement
contained in any Senior Loan Document (other than those specified in clause (a),
(b) or (d) of this Article), and such failure shall continue unremedied
(i) in the case of covenants contained in Section 5.08, for five days,
(ii) in the case of covenants contained in Sections 5.01 and 5.02(b),
(c) and (f), for 10 days and (iii) in the case of any other covenant, for a
period of 20 days after notice thereof has been delivered by the
Administrative Agent to the Borrower (which notice shall be given promptly at
the request of any Lender);

     

    (f)        the
Borrower or any Subsidiary shall fail to make any payment (whether of
principal or interest and regardless of amount) in respect of any Material
Indebtedness, including any obligation to reimburse letter of credit obligations
or to post cash collateral with respect thereto, when and as the same shall
become due and payable or within any applicable grace period;

     

    (g)        any
event or condition occurs that results in any Material Indebtedness becoming due
prior to its scheduled maturity or that enables or permits (with or without the
giving of notice, the lapse of time or both) the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that
this clause (g) shall not apply to secured Indebtedness that becomes due as
a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness;

     

    (h)        an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
the Borrower or any Subsidiary or its Indebtedness, or of a substantial part of
its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of
the foregoing shall be entered;

     

    (i)        the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or
file any petition seeking liquidation, reorganization or other relief under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

    (j)        the
Borrower or any Subsidiary shall become unable to, or admits in writing its
inability or fails to, generally pay its debts as they become due;

     

    (k)        one
or more judgments for the payment of money in an aggregate amount in excess of
$75,000,000 shall be rendered against the Borrower, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of
30 consecutive days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of the Borrower or any Subsidiary to enforce any such
judgment;

     

    (l)        (i)
the Borrower or any ERISA Affiliate shall fail to pay when due an amount or
amounts aggregating in excess of $15,000,000 which it shall have become liable
to pay under Section 302 or Title IV of ERISA; or notice of intent to
terminate a Plan shall be filed under Title IV of ERISA by the Borrower or
any ERISA Affiliate, any plan administrator or any combination of the foregoing;
or the PBGC shall institute proceedings under Title IV of ERISA to
terminate, to impose liability (other than for premiums under Section 4007
of ERISA) in respect of, or to cause a trustee to be appointed to administer,
any Plan; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Plan must be terminated; or
there shall occur a complete or partial withdrawal from, or a default, within
the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause the Borrower and/or one or more ERISA
Affiliates to incur a current payment obligation in excess of $75,000,000; or
(ii) any other ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in liability of the Borrower,
the ERISA Affiliates and the Subsidiaries in an aggregate amount exceeding
$75,000,000;

     

    (m)       (i) any
Lien purported to be created under any Senior Collateral Document shall cease to
be a valid and perfected Lien on any material portion of the Senior Collateral,
with the priority required by the Senior Loan Documents, except as a result of
the sale or other disposition of the applicable Collateral in a transaction
permitted under the Senior Loan Documents, or the Borrower or any Subsidiary
shall so assert in writing, or (ii) any Senior Loan Document shall become
invalid, or the Borrower or any Subsidiary shall so assert in
writing;

     

    (n)        a
Change in Control shall occur; or

     

    (o)        any
Subsidiary Loan Party shall amend or revoke any instruction in the Government
Lockbox Account Agreement to any Government Lockbox Account Bank in respect of a
Government Lockbox Account unless (i) the Administrative Agent shall have given
its prior written consent or (ii) the Government Lockbox Account is then
under the control of any other Person pursuant to
Section 5.16;

     

    
      
        
        

      

      
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    then,
and in every such event (other than an event with respect to the Borrower or any
Subsidiary Loan Party described in clause (h) or (i) of this Article), and at
any time thereafter during the continuance of such event, the Administrative
Agent may, and at the request of the Required Lenders or Borrowing Base Agents
holding at least a majority of the outstanding Revolving Commitments and Other
Revolving Commitments held at such time by all Borrowing Base Agents shall, by
notice to the Borrower, take either or both of the following actions, at the
same or different times:  (i) terminate the Commitments, and
thereupon the Commitments shall terminate immediately, and (ii) declare the
Loans then outstanding to be due and payable in whole (or in part, in which case
any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall become  due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower or any Subsidiary Loan Party described in
clause (h) or (i) of this Article, the Commitments shall automatically terminate
and the principal of the Loans then outstanding, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the
Borrower.

     

    ARTICLE
VIII

    


     

    SECTION
8.01.        Rights of
Agents.  (a)  Each of the Lenders and each Issuing Bank
hereby irrevocably appoints (i) the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
of the Senior Loan Documents, together with such actions and powers as are
reasonably incidental thereto, (ii) the Collateral Agent as its agent and
authorizes the Collateral Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Collateral Agent by the terms of
the Senior Loan Documents, together with such actions and powers as are
reasonably incidental thereto and (iii) the Borrowing Base Agent as its agent
and authorizes the Borrowing Base Agent  to take such actions on its
behalf and to exercise such powers as are delegated to the Borrowing Base Agent
by the terms of this Agreement, together with such actions and powers as are
reasonably incidental thereto.

     

    (b)        The
financial institutions serving as the Agents hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not an Agent, and such financial
institutions and their Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
any Affiliate of any of the foregoing as if they were not Agents
hereunder.

     

    
      
        
        

      

      
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    (c)        No
Agent shall have any duties or obligations except those expressly set forth in
the Senior Loan Documents.  Without limiting the generality of the
foregoing, (a) no Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing,
(b) no Agent shall have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Senior Loan Documents that such Agent is required
to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 2.20 or 9.02) and (c) except as expressly set forth in
the Senior Loan Documents, no Agent shall have any duty to disclose, and no
Agent shall be liable for the failure to disclose, any information relating to
the Borrower or any of the Subsidiaries that is communicated to or obtained by
the financial institution serving as such Agent or any of its Affiliates in any
capacity.  No Agent shall be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 2.20 or 9.02) or in the absence of its
own gross negligence or willful misconduct (as determined by a court of
competent jurisdiction by final and non-appealable judgment).  No
Agent shall be deemed to have knowledge of any Default unless and until written
notice thereof is given to such Agent by the Borrower or a Lender, as
applicable, and no Agent shall be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Senior Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Senior Loan Document,
(iv) the validity, enforceability, effectiveness or genuineness of any
Senior Loan Document or any other agreement, instrument or document or
(v) the satisfaction of any condition set forth in Article IV or
elsewhere in any Senior Loan Document, other than to confirm receipt of items
expressly required to be delivered to such Agent.

     

    (d)        Each
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 believed by it to be genuine and to have been signed
or sent by the proper Person.  Each Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying
thereon.  Any Agent may consult with legal counsel (who may be counsel
for the Borrower), 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.

     

    (e)        Each
Agent may perform any and all of its duties and exercise any and all of its
rights and powers by or through any one or more sub-agents appointed by such
Agent.  Any Agent and any such sub-agent may perform any and all of
its duties and exercise any and all of its rights and powers through their
Related Parties.  The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of any
Agent and any such sub-agent, and shall apply to their activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as an Agent.

     

    
      
        
        

      

      
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    (f)        Subject
to the appointment and acceptance of a successor Agent as provided in this
paragraph, any Agent may resign at any time by notifying the Lenders, the
Issuing Banks and the Borrower (it being understood that, if at any time there
are two or more institutions acting as Borrowing Base Agents under this
Agreement, the resignation of any Borrowing Base Agent shall not be subject to
the appointment and acceptance of a successor Borrowing Base Agent). Upon any
such resignation, the Required Lenders shall have the right, in consultation
with the Borrower, to appoint a successor.  If no successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders and the
Issuing Banks, appoint a successor Agent (which shall be a financial institution
with an office in New York, New York, or an Affiliate of any such financial
institution).  Upon the acceptance of its appointment as an Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrower to a successor Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor.  After an Agent’s resignation
hereunder, the provisions of this Article and Section 9.03 shall continue
in effect for the benefit of such retiring 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 it was acting as Agent.

     

    (g)        Each
Lender acknowledges that it has, independently and without reliance upon any
Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges that it will, independently
and without reliance upon any Agent or any other Lender 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 Loan Document or related agreement or any
document furnished hereunder or thereunder.

     

    (h)        Each
party hereto authorizes the Administrative Agent to enter into customary
intercreditor agreements in connection with Securitizations and Factoring
Transactions permitted under this Agreement.

     

    SECTION
8.02.        Additional Rights of
Borrowing Base Agent.  Notwithstanding anything in this
Agreement, any other Senior Loan Document or any other document or instrument
executed and delivered in connection therewith by any Loan Party, any Agent or
any Senior Lender to the contrary, in addition to the rights granted to the
Borrowing Base Agent elsewhere in this Agreement and the other Senior Loan
Documents, the Borrowing Base Agent shall have the right to direct the
Administrative Agent (a) to take (or cause any sub-agent of the
Administrative Agent to take) or (b) to cause the Collateral Agent to take
(or cause any sub-agent of the Collateral Agent to take), and the Administrative
Agent agrees to take or so cause the Collateral Agent to take (or cause any such
sub-agent to take), all the following actions to the commercially reasonable
satisfaction of the Borrowing Base Agent:

     

    
      
        
        

      

      
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    (a)        to
take any remedial rights granted to the Administrative Agent and/or the
Collateral Agent, as applicable, under the Senior Loan Documents and applicable
law, including the rights identified in Section 7.04 of the Senior Subsidiary
Security Agreement;

     

    (b)        to
deliver Cash Sweep Notices and/or any other blocked account notices (howsoever
defined) under any deposit account control agreement entered into among the
Administrative Agent and/or the Collateral Agent and any Subsidiary Loan Party,
all as provided in the Senior Loan Documents, including as provided in Section
9.15 of this Agreement; and

     

    (c)        to
make demand against any Subsidiary Loan Party under the Senior Subsidiary
Guaranty Agreement and/or any other guarantor of the Senior Loan
Obligations;

     

    provided, however, that in the
event of any conflict between (A) any direction given to the Administrative
Agent or the Collateral Agent by the Required Lenders or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02 (the Required Lenders or such other number or
percentage of the lenders, “Requisite Lenders”) and (B) any direction given
to the Administrative Agent (in respect of any action to be taken by the
Administrative Agent, the Collateral Agent or any subagent thereof) by the
Borrowing Base Agent, in each case with respect to any discretionary action or
exercise of any discretionary power contemplated by the Senior Loan Documents,
the direction given by the Requisite Lenders shall control and the
Administrative Agent shall have no obligation to follow such direction (or to
cause the Collateral Agent or any subagent thereof or of the Administrative
Agent to follow such direction) from the Borrowing Base Agent.

    


     

    ARTICLE
IX


     

    Miscellaneous

     

    SECTION
9.01.        Notices.  Except
in the case of notices and other communications expressly permitted to be given
by telephone, 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)        Rite
Aid Corporation, 30 Hunter Lane Camp Hill, PA 17011, Attention of General
Counsel (Telecopy No. 717-760-7867; email address:
mstrassler@riteaid.com);

     

    (b)        if
to the Administrative Agent, (i) in respect of matters of an operational nature,
to Citicorp North America, Inc., 388 Greenwich Street, New York, NY 10013,
Attention of Dana Fuski Dugan (Telecopy No. 212-994-0894; email address:
dana.a.fuskidugan@citigroup.com, with a copy to 

     

    
      
        
        

      

      
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    oploanswebadmin@citigroup.com)
and (ii) in respect of all other matters, to Citicorp North America, Inc.,
388 Greenwich Street, New York, NY 10013, Attention of Thomas Halsch
(Telecopy No. 646-328-3784); email address: thomas.halsch@citi.com, with a
copy to oploanswebadmin@citigroup.com);

     

    (c)        if
to the Syndication Agent, to Bank of America, N.A., Bank of America Retail
Group, 100 Federal Street, Boston, MA 02110, Attention of Richard D. Hill, Jr.
(Telecopy No. 312-453-6752; email address:
rick.hill@bankofamerica.com);

     

    (d)        if
to the Issuing Banks, to (i) Citicorp North America, Inc.,
388 Greenwich Street, New York, NY 10013, Attention of Thomas Halsch
(Telecopy No. 212-723-4835; email address: thomas.halsch@citi.com) and (ii)
JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, NY 10017, Attention of
Teri Streusand (Telecopy No. 646-328-3784; email address:
teri.streusand@jpmorgan.com);

     

    (e)        if
to the Swingline Lender, to it at Citicorp North America, Inc.,
388 Greenwich Street, New York, NY 10013, Attention of Thomas Halsch
(Telecopy No. 646-328-3784; email address: thomas.halsch@citi.com);
and

     

    (f)        if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

     

    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.

     

    SECTION
9.02.        Waivers;
Amendments.  (a)  No failure or delay by any Agent, any
Issuing Bank or any Lender in exercising any right or power hereunder or under
any other Senior Loan Document 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 Agents, the Issuing Banks and
the Lenders hereunder and under the other Senior Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise
have.  No waiver of any provision of any Senior Loan Document or
consent to any departure by any Loan 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.  Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
any Agent, any Lender or any Issuing Bank may have had notice or knowledge of
such Default at the time.

     

    
      
        
        

      

      
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    (b)        Neither
this Agreement nor any other Senior Loan Document nor any provision hereof or
thereof may be waived, amended or modified except, in the case of this
Agreement, pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or, in the case of any other Senior Loan
Document, pursuant to an agreement or agreements in writing entered into by the
Administrative Agent and the Loan Party or Loan Parties that are parties
thereto, in each case with the consent of the Required Lenders; provided that (i) no
such agreement shall change any provision of any Senior Loan Document in a
manner that by its terms adversely affects the rights of Lenders holding Loans
of any Class differently than those holding Loans of any other Class, without
the written consent of Lenders holding a majority in interest of the outstanding
Loans and unused Commitments of each affected Class and (ii) any waiver,
amendment or modification of this Agreement that by its terms affects the rights
or duties under this Agreement of one or more Classes of Lenders (but not the
other Class or Classes of Lenders) may be effected by an agreement or agreements
in writing entered into by the Borrower and requisite percentage in interest of
the affected Class or Classes of Lenders that would be required to consent
thereto under this Section if such Class or Classes of Lenders were the only
Class or Classes of Lenders hereunder at the time; and provided further that no such
agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce or forgive the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the maturity of any Loan, or any scheduled date of
payment of the principal amount of any Term Loan under Section 2.10, or the
required date of reimbursement of any LC Disbursement, or any date for the
payment of any interest or fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) amend Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments
required thereby, without the written consent of each Lender, (v) amend the
proviso of the definition of “Borrowing Base Amount” or the definition of
“Account Receivable Advance Rate”, “Pharmaceutical Inventory Advance Rate”,
“Other Inventory Advance Rate” or “Script Lists Advance Rate” without the
written consent of each Lender, (vi) subordinate the priority of the Lien
granted to the Collateral Agent pursuant to the Senior Loan Documents without
the written consent of each Lender, (vii) change any of the provisions of
this Section or the percentage set forth in the definition of “Required
Lenders”, “Supermajority Lenders” or any other provision of any Senior Loan
Document specifying the number or percentage of Lenders (or Lenders of any
Class) required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be),
(viii) release the Borrower or any Subsidiary Loan Party from its Guarantee
under the Senior Subsidiary Guarantee Agreement (except as expressly provided in
the Senior Subsidiary Guarantee Agreement or in Section 9.18), or limit its
liability in respect of such Guarantee, without the written consent of each
Lender, (ix) prior to the
Borrowing Base Date, release any Subsidiary Loan Party from its Guarantee under
the Interim Subsidiary Loan Party Guarantee Agreement (except as expressly
provided in the Interim Subsidiary Loan Party Guarantee Agreement), or limit its
liability in respect of such Guarantee, without the written consent


     

    
      
        
        

      

      
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    of each Lender, (x) prior to the
Borrowing Base Date, release Holdings or any of its subsidiaries from its
Guarantee under the Interim Collateral and Guarantee Agreement (except as
expressly provided in the Interim Collateral and Guarantee Agreement), or limit
its liability in respect of such Guarantee, without the written consent of each
Lender (xi) release all or substantially all of the Senior Collateral from
the Liens under the Senior Collateral Documents, without the written consent of
each Lender, (xii) prior to the Borrowing Base Date, release all or
substantially all of the Interim Collateral from the Liens under the Interim
Collateral Documents, without the written consent of each Lender or
(xiii) amend Section 2.21 to increase the permitted amount of the
Incremental Facilities to in excess of $350,000,000 minus the initial aggregate
payment amount of the Tranche 3 Term Loans made on the 2008 Restatement
Effective Date, without the written consent of the Supermajority Lenders;
and provided
further, that
no such agreement shall amend, modify or otherwise affect the rights or duties
of any Agent, the Issuing Banks or the Swingline Lender without the prior
written consent of such Agent, the Issuing Banks or the Swingline Lender, as the
case may be.  Notwithstanding the foregoing, any provision of this
Agreement may be amended by an agreement in writing entered into by the
Borrower, the Required Lenders and the Administrative Agent (and, if their
rights or obligations are affected thereby, the Issuing Banks and the Swingline
Lender) if (i) by the terms of such agreement the Commitment of each Lender not
consenting to the amendment provided for therein shall terminate upon the
effectiveness of such amendment and (ii) at the time such amendment becomes
effective, each Lender not consenting thereto receives payment in full of the
principal of and interest accrued on each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement.

     

    (c)        Notwithstanding
the foregoing, (i) Senior Collateral shall be released from the Lien under the
Senior Collateral Documents from time to time as necessary to effect any sale of
Senior Collateral permitted by the Senior Loan Documents, and the Administrative
Agent shall execute and deliver all release documents reasonably requested to
evidence such release; provided that
arrangements satisfactory to the Administrative Agent shall have been made for
application of the cash proceeds thereof in accordance with Section 2.11, if
required, and for the pledge of any non-cash proceeds thereof pursuant to the
Senior Collateral Documents, (ii) the accounts created pursuant to clause
(i) of Section 5.16(b), the Lockbox Account and/or the Governmental Lockbox
Account may be released by the Administrative Agent and transferred in
accordance with Section 5.16, (iii) if a Subsidiary Loan Party ceases
to be a Subsidiary in accordance with this Agreement, or ceases to own any
property that constitutes Senior Collateral, at the request of and at the
expense of the Borrower, such Subsidiary Loan Party shall be released from the
Senior Subsidiary Guarantee Agreement, the Senior Subsidiary Security Agreement
and each other Senior Loan Document to which it is a party and
(iv) prior to the Borrowing Base Date, if Holdings or any of its
subsidiaries ceases to be a Subsidiary in accordance with this Agreement or
ceases to own any property that constitutes Interim Collateral, at the request
of and at the expense of the Borrower, such party shall be released from the
Interim Collateral Documents and the Senior Loan Documents to which it is a
party.

     

    
      
        
        

      

      
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    SECTION
9.03.        Expenses; Indemnity; Damage
Waiver.  (a)  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Agents and their Affiliates, including
the reasonable fees, charges and disbursements of counsel for the Agents, in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Senior Loan Documents or any
amendments, modifications or waivers of the provisions thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by any Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by any Agent, any Issuing Bank or any Lender, including the fees, charges and
disbursements of counsel for any Agent, any Issuing Bank or any Lender, in
connection with the enforcement or protection of its rights under or in
connection with the Senior Loan Documents, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.

     

    (b)        The
Borrower shall indemnify each Agent, each Issuing Bank and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of any Senior Loan Document, the performance
by the parties to the Senior Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by an Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by the
Borrower or any of the Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of the Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such
Indemnitee.

     

    (c)        To
the extent that the Borrower fails to pay any amount required to be paid by it
to any Agent, any Issuing Bank or any Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to such Agent, such Issuing Bank or
such Lender, as the case may be, such Lender’s pro rata share (determined as
of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such


     

    
      
        
        

      

      
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    Agent,
such Issuing Bank or such Lender in its capacity as such.  For
purposes hereof, a Lender’s “pro rata share” shall be
determined based upon its share of the sum of the total Revolving Exposures,
outstanding Term Loans and unused Commitments at the time.

     

    (d)        To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Senior Loan Document or any other agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit
or the use of the proceeds thereof.

     

    (e)        All
amounts due under this Section shall be payable not later than 10 Business
Days after written demand therefor.

     

    SECTION
9.04.        Successors and
Assigns.  (a)  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of any Issuing
Bank that issues any Letter of Credit), except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of each Lender (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void).  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their successors and assigns permitted
hereby (including any Affiliate of any Issuing Bank that issues any Letter of
Credit) and, to the extent expressly contemplated hereby, the Related Parties of
each of the Agents, the Issuing Banks and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

     

    (b)        (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans at the time owing to it), with the prior written consent (such consent not
to be unreasonably withheld or delayed) of:

     

    (A)
the Borrower; provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default under clause
(a), (b), (h), or (i) of Article VII has occurred and is continuing, any
other assignee; and

     

    (B)
the Administrative Agent; provided that no
consent of the Administrative Agent shall be required for an assignment to an
assignee that is a Lender, an Affiliate of a Lender or an Approved
Fund.

     

    (ii)  Assignments
shall be subject to the following additional conditions:

     

    (A)
except in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund, the amount of the Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the 

     

    
      
        
        

      

      
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    Administrative
Agent) shall not be less than (1) with respect to Revolving Commitments and
Revolving Loans and Other Revolving Commitments and Other Revolving Loans,
$5,000,000 and (2) with respect to Tranche 1 Term Loan Commitments, Tranche
2 Term Commitments, Tranche 3 Term Commitments, Other Term Commitments, Tranche
1 Term Loans, Tranche 2 Term Loans, Tranche 3 Term Loans and Other Term
Loans, $1,000,000 or, in each case, if smaller, the entire remaining amount of
the assigning Lender’s Commitment or Loans, unless each of the Borrower and the
Administrative Agent shall otherwise consent; provided that (i) no
such consent of the Borrower shall be required if an Event of Default has
occurred and is continuing and (ii) in the event of concurrent assignments
to two or more assignees that are Affiliates of one another, or to two or more
Approved Funds managed by the same investment advisor or by affiliated
investment advisors, all such concurrent assignments shall be aggregated in
determining compliance with this subsection;

     

    (B)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender’s rights and obligations under this
Agreement;

     

    (C)
the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500; provided that, in the
event of concurrent assignments to two or more assignees that are Affiliates of
one another, or by or to two or more Approved Funds managed by the same
investment advisor or by affiliated investment advisors, only one such fee shall
be payable; and

     

    (D)
the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.

     

    (iii)  Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Acceptance the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of
Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.

     

    (iv)  The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Acceptance
delivered to it and a register for the recordation of the names and addresses of
the 

     

    
      
        
        

      

      
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    Lenders,
and the Commitment of, and principal amount of the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the Agents, the
Issuing Banks and the Lenders may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary.  The
Register shall be available for inspection by the Borrower, any other Agent, any
Issuing Bank and any Lender at any reasonable time and from time to time upon
reasonable prior notice.

     

    (v)  Upon
its receipt of a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Acceptance
and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

     

    (vi)  By
executing and delivering an Assignment and Acceptance, the assigning Lender
thereunder and the assignee thereunder shall be deemed to confirm to and agree
with each other and the other parties hereto as follows: (A) such assigning
Lender warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim and that its Commitment and
the outstanding balances of its Loans, in each case without giving effect to
assignments thereof that have not become effective, are as set forth in such
Assignment and Acceptance; (B) except as set forth in
clause (A) above, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
any other Senior Loan Document or any other instrument or document furnished
pursuant hereto or thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any of the foregoing, or
the financial condition of the Loan Parties or the performance or observance by
the Loan Parties of any of their obligations under this Agreement or under any
other Senior Loan Document or any other instrument or document furnished
pursuant hereto or thereto; (C) each of the assignee and the assignor
represents and warrants that it is legally authorized to enter into such
Assignment and Acceptance; (D) such assignee confirms that it has received
a copy of this Agreement, together with copies of any amendments or consents
entered into prior to the date of such Assignment and Acceptance and copies of
the most recent financial statements delivered pursuant to Section 5.01 and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance;
(E) such assignee will independently and without reliance upon the Agents,
such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement;
(F) such assignee appoints and authorizes the Agents to take such action as
agents on its behalf and to exercise such powers under this Agreement and the
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    hereof
and thereof, together with such powers as are reasonably incidental thereto; and
(G) such assignee agrees that it will perform in accordance with their
terms all the obligations that by the terms of this Agreement are required to be
performed by it as a Lender.

     

    (c)        (i) 
Any Lender may, without the consent of or notice to the Borrower, the Agents,
the Issuing Banks or the Swingline Lender, sell participations to one or more
banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrower, the Agents,
the Issuing Banks and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b)(i), (ii) or (iii) that affects
such Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender,
provided such Participant agrees to be subject to Section 2.18(c) as though it
were a Lender.

     

    (ii)  A
Participant shall not be entitled to receive any greater payment under Section
2.15 or 2.17 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.17 unless the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender.

     

    (d)        Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including, without limitation, any pledge or assignment to secure obligations to
a Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

     

    (e)        In
the case of any Lender that is a fund that invests in bank loans, such Lender
may, without the consent of the Borrower or the Administrative Agent, assign or
pledge all or any portion of its rights under the Senior Loan Documents,


     

    
      
        
        

      

      
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    including
the Loans and promissory notes or any other instrument evidencing its rights as
a Lender under the Senior Loan Documents, to any holder of, trustee for, or any
other representative of holders of obligations owed or securities issued by such
fund, as security for such obligations or securities; provided that any
foreclosure or similar action by such trustee or representative shall be subject
to the provisions of this Section 9.04 concerning assignments.

     

    SECTION
9.05.        Survival.  All
covenants, agreements, representations and warranties made by the Loan Parties
in the Senior Loan Documents and in the certificates or other
instruments  delivered in connection with or pursuant to this
Agreement or any other Senior Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Senior Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that any Agent, any Issuing Bank or
any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

     

    SECTION
9.06.        Integration;
Effectiveness.  This Agreement, the other Senior Loan Documents
and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter
hereof.  This Agreement shall become effective as provided in
Section 4.01.

     

    SECTION
9.07.        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.

     

    SECTION
9.08.        Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
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    Agreement
and although such obligations may be unmatured.  The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

     

    SECTION
9.09.        Governing Law; Jurisdiction;
Consent to Service of Process.  (a)  This Agreement shall
be construed in accordance with and governed by the law of the State of New
York.

     

    (b)        The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to any Senior Loan Document,
or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or any other Senior Loan Document
shall affect any right that any Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
any other Senior Loan Document against the Borrower or its properties in the
courts of any jurisdiction.

     

    (c)        The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Senior Loan Document in any court
referred to in paragraph (b) of this Section.  Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

     

    (d)        Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing in this Agreement
or any other Senior Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

     

    SECTION
9.10.        WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN  ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER SENIOR LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, 

     

    
      
        
        

      

      
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    SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

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

     

    SECTION
9.12.        Confidentiality.  Each
of the Agents, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers,
trustees, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or any other Senior
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this
Section, to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (g) with
the consent of the Borrower, (h) to any pledgee referred to in
Section 9.04(d) or any direct or indirect contractual counterparty in any
Hedging Agreement (or to any such contractual counterparty’s professional
advisor), so long as such pledgee or contractual counterparty (or such
professional advisor) agrees to be bound by the provisions of this
Section 9.12, or (i) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or
(ii) becomes available to any Agent, any Issuing Bank or any Lender on a
nonconfidential basis from a source other than the Borrower.  For the
purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to any Agent, any
Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.  Notwithstanding anything
in this Agreement or in any other Senior Loan Document to the contrary, the
Borrower and each Lender (and each employee, representative or other agent of
the Borrower) may disclose to any and all persons, without limitation of any
kind, the U.S. tax treatment and U.S. tax structure of the Transactions and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Borrower relating to such U.S. tax treatment and U.S. tax
structure.

     

    SECTION
9.13.        Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with


     

    
      
        
        

      

      
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    all
fees, charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

     

    SECTION
9.14.        Collateral Trust and
Intercreditor Agreement; Senior Lien Intercreditor Agreement. Each
Lender, each Issuing Bank and each Agent hereby authorizes each Agent to enter
into (a) the Collateral Trust and Intercreditor Agreement, (b) the
Senior Lien Intercreditor Agreement effective upon the date of the first
incurrence of Additional Senior Debt Obligations in compliance with this
Agreement, (c) amendments to the Collateral Trust and Intercreditor
Agreement and the Senior Lien Intercreditor Agreement with respect to any
incurrence of Additional Senior Debt Obligations or Second Priority Debt in
compliance with this Agreement, (d) any other additional intercreditor
agreement with any Second Priority Representative with respect to the
subordination of the Lien of such Second Priority Representative on the same
basis as set forth in the Collateral Trust and Intercreditor Agreement to the
Liens of the Collateral Agent for the benefit of the Senior Secured Parties,
(e) any supplements to any agreements referred to in the foregoing clauses
(a) through (d) in compliance with such documents and (f) each other Senior
Collateral Document on its behalf, and agrees that the Administrative Agent and
the Collateral Agent may enforce the rights and remedies of the Lenders under
each Senior Loan Document to the extent provided in the Collateral Trust and
Intercreditor Agreement, the Senior Lien Intercreditor Agreement and each other
Senior Collateral Document.

     

    SECTION
9.15.        Cash
Sweep.  (a)  On any day (i) on which an Event of Default
exists or (ii) that is the third consecutive Business Day on which the lesser of
(x) the Revolving Commitments and Other Revolving Commitments (after deducting
the total Revolving Exposure plus the total Other
Revolving Exposures) and (y) the Borrowing Base Amount (after deducting the
sum of (1) the total Revolving Exposure, (2) the outstanding Tranche 1 Term
Loans, (3) the outstanding Tranche 2 Term Loans, (4) the outstanding
Tranche 3 Term Loans, (5) the outstanding Other Term Loans, (6) the
total Other Revolving Exposures and (7) the outstanding Additional Senior
Debt at such time), in each case, together with all amounts then on deposit in
the Cash Sweep Cash Collateral Account, is less than $100,000,000, then the
Administrative Agent, upon its determination or upon request by any Borrowing
Base Agent or the Required Lenders, shall immediately deliver Cash Sweep
Notices.

     

    (b)        During
a Cash Sweep Period, if (i) there is no Event of Default and (ii) the lesser of
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    Commitments
(after deducting the average total Revolving Exposure plus the average
total Other Revolving Exposures) over any 30-day period and (y)  the
average Borrowing Base Amount (after deducting the sum of (1) the average total
Revolving Exposure, (2) the average outstanding Tranche 1 Term Loans,
(3) the average outstanding Tranche 2 Term Loans, (4) the average
outstanding Tranche 3 Term Loans, (5) the average outstanding Other Term
Loans, (6) the average total Other Revolving Exposures and (7) the
average outstanding Additional Senior Debt at such time) over any 30-day period,
in each case, together with all amounts then on deposit in the Cash Sweep Cash
Collateral Account, is greater than $150,000,000, then the Administrative Agent
shall automatically rescind any Cash Sweep Notice and shall be prohibited from
delivering any other Cash Sweep Notice (unless and until the occurrence of the
events set forth in paragraph (a) of this Section).

     

    (c)        The
Administrative Agent shall send a Cash Sweep Notice on each occasion of the
occurrence of the events set forth in Section 9.15(a) if required by Section
9.15(a).

     

    SECTION
9.16.        Electronic
Communications.  (a)  Notwithstanding anything in any
Senior Loan Document to the contrary, the Borrower hereby agrees that it will
use its reasonable best efforts to provide to the Administrative Agent all
information, documents and other materials that it is obligated to furnish to
the Administrative Agent pursuant to the Senior Loan Documents, including,
without limitation, all notices, requests, financial statements, financial and
other reports, certificates and other information materials, but excluding any
such communication that (i) relates to a request for a new, or a conversion
of an existing, Borrowing or other extension of credit (including any election
of an interest rate or Interest Period relating thereto), (ii) relates to
the payment of any principal or other amount due under any Senior Loan Document
prior to the scheduled date therefor, (iii) provides notice of any Default
or Event of Default under any Senior Loan Document or (iv) is required to
be delivered to satisfy any condition set forth in Section 4.01 and/or 4.02
(all such non-excluded communications being referred to herein collectively as
the “Communications”), by
transmitting the Communications in an electronic/soft medium in a format
acceptable to the Administrative Agent to oploanswebadmin@citigroup.com,
with a copy to thomas.halsch@citi.com.  In addition, the Borrower
agrees to continue to provide the Communications to the Administrative Agent in
the manner specified in the Senior Loan Documents, but only to the extent
requested by the Administrative Agent.

     

    (b)        The
Borrower further agrees that the Administrative Agent may make the
Communications available to the Lenders by posting the Communications on
Intralinks, Fixed Income Direct or a substantially similar electronic
transmission system (each such system, a “Platform”).  The
Borrower acknowledges that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution.

     

    (c)        EACH PLATFORM IS PROVIDED “AS IS” AND
“AS AVAILABLE”.  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT
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    COMMUNICATIONS,  OR THE
ADEQUACY OF ANY PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR
OMISSIONS IN THE COMMUNICATIONS.  NO WARRANTY OF ANY KIND, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR ANY PLATFORM.  IN NO
EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY
OTHER LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY
KIND, INCLUDING, WITHOUT
LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE
ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,
EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.

     

    (d)        The
Administrative Agent agrees that the receipt of the Communications by it at its
e-mail address set forth in Section 9.01 shall constitute effective
delivery of the Communications to the Administrative Agent for purposes of this
Section.  Each Lender agrees that notice to it (as provided in the
next sentence) specifying that the Communications have been posted to a Platform
shall constitute effective delivery of the Communications to such Lender for
purposes of this Section.  Each Lender agrees (i) to notify the
Administrative Agent in writing (including by electronic communication) from
time to time of such Lender’s e-mail address to which the foregoing notice may
be sent by electronic transmission and (ii) that the foregoing notice may be
sent to such e-mail address.

     

    (e)        Nothing
in this Section 9.16 shall prejudice the right of the Administrative Agent
or any Lender to give any notice or other communication pursuant to any Senior
Loan Document in any other manner specified in such Senior Loan
Document.

     

    SECTION
9.17.        USA Patriot
Act.  Each Lender and each Issuing Bank hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act, it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender or Issuing Bank to identify the Borrower
in accordance with its requirements.  The Borrower shall promptly,
following a request by the Administrative Agent, any Lender or any Issuing Bank,
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    that
the Administrative Agent, such Lender or such Issuing Bank reasonably requests
in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the USA
Patriot Act.

     

    SECTION
9.18.        [Intentionally
Omitted.].

     

    SECTION
9.19.        Loan Modification
Offers.  (a)  The Borrower may, by written notice to the
Administrative Agent from time to time, make one or more offers (each, a “Loan Modification
Offer”) to all the Lenders of one or more Classes of Loans and/or
Commitments (each Class subject to such a Loan Modification Offer, an “Affected Class”) to
make one or more Permitted Amendments (as defined in paragraph (c) below)
pursuant to procedures reasonably specified by the Administrative Agent and
reasonably acceptable to the Borrower.  Such notice shall set forth
(i) the terms and conditions of the requested Permitted Amendment and
(ii) the date on which such Permitted Amendment is requested to become
effective (which shall not be less than five Business Days nor more than
30 Business Days after the date of such notice).  Permitted
Amendments shall become effective only with respect to the Loans and Commitments
of the Lenders of the Affected Class that accept the applicable Loan
Modification Offer (such Lenders, the “Accepting Lenders”)
and, in the case of any Accepting Lender, only with respect to such Lender’s
Loans and Commitments of such Affected Class as to which such Lender's
acceptance has been made.

     

    (b)        The
Borrower and each Accepting Lender shall execute and deliver to the
Administrative Agent a Loan Modification Agreement and such other documentation
as the Administrative Agent shall reasonably specify to evidence the acceptance
of the Permitted Amendments and the terms and conditions thereof.  The
Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Loan Modification Agreement.  Each of the parties hereto
hereby agrees that, upon the effectiveness of any Loan Modification Agreement,
this Agreement shall be deemed amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the Permitted Amendments
evidenced thereby and only with respect to the Loans and Commitments of the
Accepting Lenders of the Affected Class (including any amendments necessary to
treat the Loans and Commitments of the Accepting Lenders of the Affected Class
as Other Term Loans, Other Revolving Loans and/or Other Revolving Credit
Commitments).  Notwithstanding the foregoing, no Permitted Amendment
shall become effective under this Section 9.19 unless the Administrative
Agent, to the extent so reasonably requested by the Administrative Agent, shall
have received legal opinions, board resolutions and/or officers’ certificates
consistent with those delivered on the 2008 Restatement Effective Date under
Section 1.2(b) of the 2008 Amendment and Restatement Agreement other than
changes to such legal opinions resulting from a change in law, change in fact or
change to counsel’s form of opinion that are reasonably satisfactory to the
Administrative Agent.

     

    (c)        “Permitted Amendments”
means (i) an extension of the final maturity date of the applicable Loans
and/or Commitments of the Accepting Lenders, (ii) a reduction or
elimination of the scheduled amortization of the applicable Loans of the
Accepting Lenders, (iii) an increase in the Applicable Rate with respect to
the applicable 

     

    
      
        
        

      

      
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    Loans and/or Commitments of the Accepting Lenders and
the payment of additional fees to the Accepting Lenders (such increase and/or
payments to be in the form of cash, Equity Interests or other property to the
extent not prohibited by this Agreement); provided that such
increase and payment are not in excess of the market interest rate or payment,
as applicable, with respect to such type of loans or commitments at the time and
(iv) the conversion of Revolving Loans to Term Loans; provided that any
such conversion will constitute a Permitted Amendment only if such Term Loans
could be incurred as Refinancing Indebtedness in respect of such Revolving Loans
pursuant to Section 6.01(c).

     

    
      
        
        

      

      
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        EXECUTION
COPY
EXHIBIT E

      

    

     

     

    SECTION
2.21.  Incremental
Loans.  At any time after the 2009 Restatement Effective Date
prior to the Latest Maturity Date, the Borrower may, by notice to the
Administrative Agent (which shall promptly deliver a copy to each of the
Lenders), request the addition to this Agreement of a new tranche of term loans
or an incremental revolving credit facility or any combination thereof (the
“Incremental
Facilities”); provided, however, that both
(x) at the time of any such request and (y) upon the effectiveness of
any such Incremental Facility, no Default shall exist and the Borrower shall, if
a Financial Covenant Effectiveness Period is then occurring, be in compliance
with Section 6.12 (calculated, in the case of clause (y), on a pro forma basis
to give effect to (1) any borrowing under the Incremental Facility,
(2) any substantially simultaneous repayments of Revolving Loans and Other
Revolving Loans and (3) in the case of any Incremental Securitization
Refinancing Facility (as defined below), any substantially simultaneous
repayments or repurchases of Third Party Interests or Indebtedness incurred
under Section 6.01(a)(xvi) (A)  (and the related repurchases of
Securitization Assets and cessation of future purchases of Securitization
Assets)).  The Incremental Facilities shall (i) be in an
aggregate principal amount (excluding the aggregate principal amount of
Incremental Securitization Refinancing Facilities) not in excess of $350,000,000
minus the
initial aggregate principal amount of Tranche 3 Term Loans made on the 2008
Restatement Effective Date, (ii) rank pari passu in right of
payment and of security with the other Loans, (iii) if such Incremental
Facility is a term loan facility, amortize in a manner, and be subject to
mandatory prepayments (if any) on terms, acceptable to the Agents, and mature no
earlier than the Tranche 2/Tranche 3 Term Maturity Date, (iv) bear interest
at the market interest rate, as determined at the time such Incremental Facility
becomes effective, (v) have such other pricing as may be agreed by the
Borrower and the Administrative Agent and (vi) otherwise be treated
hereunder no more favorably than, in the case of revolving facilities, the
Revolving Loans and Revolving Commitments, and in the case of term loans, the
Tranche 2 Term Loans and the Tranche 3 Term Loans; provided, that the
terms and provisions applicable to any Incremental Facility may provide for
additional or different financial or other covenants applicable only during
periods after the Latest Maturity Date that is in effect on the date of
effectiveness of such Incremental Facility.  At no time shall the sum
of (i) the aggregate amount of loans outstanding under the Incremental
Facilities at such time, (ii) the total Revolving Exposure at such time,
(iii) the outstanding Tranche 1 Term Loans at such time, (iv) the
outstanding Tranche 2 Term Loans at such time, (v) the outstanding Tranche
3 Term Loans at such time , (vi) the outstanding Other Term Loans at such
time, (vii) the Other Revolving Exposures at such time and (viii) the
Additional Senior Debt at such time exceed the Borrowing Base Amount in effect
at such time, and the proceeds of the Incremental Facilities shall be used
solely for the purposes set forth in Section 5.10 and the preamble, provided that the
proceeds of Incremental Securitization Refinancing Facilities shall be used
solely for the purposes specified in the penultimate sentence of this Section
2.21.  Such notice shall set forth the requested amount and class of
Incremental Facilities, and shall offer each Lender the opportunity to offer a
commitment (the “Incremental
Commitment”) to provide a portion of the Incremental Facility by giving
written notice of such offered commitment to the Administrative Agent and the
Borrower within a time period (the “Offer Period”) to be
specified in the Borrower’s 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    notice;
provided, however, that no
existing Lender will be obligated to subscribe for any portion of such
commitments.  In the event that, at the expiration of the Offer
Period, Lenders shall have provided commitments in an aggregate amount less than
the total amount of the Incremental Facility initially requested by the
Borrower, the Borrower may request that Incremental Facility commitments be made
in a lesser amount equal to such commitments and/or shall have the right to
arrange for one or more Additional Lenders to extend commitments to provide a
portion of the Incremental Facility in an aggregate amount equal to the
unsubscribed amount of the initial request; provided that the
Additional Lenders shall be offered the opportunity to provide the Incremental
Facility only on terms previously offered to the existing Lenders pursuant to
the immediately preceding sentence.  Commitments in respect of
Incremental Facilities will become Commitments under this Agreement pursuant to
an amendment to this Agreement (such an amendment, an “Incremental Facility
Amendment”) executed by each of the Borrower and each Subsidiary Loan
Party, each Lender agreeing to provide such Commitment, if any, each Additional
Lender, if any, and the Administrative Agent.  The effectiveness of
any Incremental Facility Amendment shall be subject to the satisfaction on the
date thereof of each of the conditions set forth in Section 4.02 of this
Agreement as in effect on the 2009 Restatement Effective Date.  For
purposes of this Section 2.21, “Incremental Securitization
Refinancing Facility” means any Incremental Facility to the extent that
the proceeds of the Loans incurred thereunder are used by the Borrower or a
Subsidiary Guarantor on the date such Loans are made to repay or repurchase
Third Party Interests or Indebtedness incurred pursuant to Section
6.01(a)(xvi)(A) (or repurchase Securitization Assets that have been sold,
conveyed or otherwise transferred pursuant to any Securitization), provided that, upon
such repayment or repurchase, (x) no Third Party Interests or Indebtedness
incurred pursuant to Section 6.01(a)(xvi)(A) remains outstanding, (y) all
commitments of the Borrower and the Subsidiaries to sell, convey or otherwise
transfer Securitization Assets pursuant to any Securitization are terminated and
(z) all Securitization Assets that remain outstanding and were previously sold,
conveyed or otherwise transferred pursuant to any Securitization are repurchased
by the Borrower or a Subsidiary Guarantor.  Notwithstanding anything
in this Agreement to the contrary, after any Loan is made pursuant to an
Incremental Securitization Refinancing Facility, the Borrower will not, and will
not permit any Subsidiary to (A) create, incur, assume or permit to exist
any Third Party Interests or Indebtedness under Section 6.01(a)(xvi)(A),
(B) create, incur, assume or permit to exist any Lien under Section
6.02(a)(xvi)(A), (C) make any Investment pursuant to Section 6.04(xv) or
(D) effect any Asset Sale pursuant to Section 6.05(vi).  For
the avoidance of doubt, Securitization Refinancing Indebtedness shall not
constitute an Incremental Facility.