ex10-4.htm


    Exhibit
10.4

     

    EXECUTION COPY

     

     

    SENIOR
SUBSIDIARY GUARANTEE AGREEMENT dated as of June 27, 2001, as amended and
restated as of June 5, 2009 (as amended, supplemented or otherwise modified from
time to time, this “Agreement”), among each of
the subsidiaries listed on Schedule I hereto (each such subsidiary individually,
a “Subsidiary
Guarantor”, and collectively, the “Subsidiary Guarantors”) of
RITE AID CORPORATION, a Delaware corporation (the “Borrower”), and CITICORP
NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as Senior Collateral
Agent.

     

    Reference
is made to the Senior Credit Agreement dated as of June 27, 2001, as
amended and restated as of June 5, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Senior Credit Agreement”),
among the Borrower, the lenders from time to time party thereto (the “Senior Lenders”) and CNAI, as
administrative agent for the Senior Lenders, and the other agents party
thereto.  Reference is also made to the Senior Subsidiary Guarantee
Agreement dated as of June 27, 2001, as amended and restated as of May 28, 2003
(as amended, supplemented or otherwise modified from time to time prior to the
2009 Restatement Effective Date, the “Original Senior Subsidiary Guarantee
Agreement”) among the Subsidiary Guarantors listed on Schedule I thereto
and the subsidiaries of the Borrower that became parties thereto as provided in
Section 21 thereof (collectively, the “Original Subsidiary
Guarantors”) and Citicorp USA, Inc., a Delaware corporation, as senior
collateral agent (in such capacity, the “Original Senior Collateral
Agent”), pursuant to which the Original Subsidiary Guarantors agreed to
guarantee the payment of the Senior Obligations (as defined in the Original
Senior Subsidiary Guarantee Agreement).  The Original Subsidiary
Guarantors and the Original Senior Collateral Agent now wish to amend and
restate the Original Senior Subsidiary Guarantee Agreement in its entirety as
set forth herein to guarantee the obligations of the Borrower under the Senior
Credit Agreement and the other Senior Obligations.  Capitalized terms
used herein and not defined herein shall have the meanings assigned to such
terms in the Definitions Annex attached as Annex 2 hereto (as amended,
supplemented or otherwise modified from time to time), and if not defined
therein, as defined in the Senior Credit Agreement.

     

    The
Senior Lenders have agreed to make Loans to the Borrower, and the Issuing Banks
have agreed to issue Letters of Credit for the account of the Borrower, pursuant
to, and upon the terms and subject to the conditions specified in, the Senior
Credit Agreement.  In addition, from time to time on or after the 2009
Restatement Effective Date, the Borrower may incur Additional Senior Debt
Obligations to one or more Additional Senior Debt Parties pursuant to the
Additional Senior Debt Documents.  Each of the Subsidiary Guarantors
is a wholly owned subsidiary of the Borrower and acknowledges that it will
derive substantial benefit from the making of the Loans by the Senior Lenders,
the issuance of the Letters of Credit by the Issuing Banks and the acquisition
of Additional Senior Debt and other extensions of credit constituting
Additional

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    Senior
Debt by the Additional Senior Debt Parties.  The obligations of the
Senior Lenders to make Loans, of the Issuing Banks to issue Letters of Credit
and of the Additional Senior Debt Parties to acquire Additional Senior Debt or
otherwise extend credit constituting Additional Senior Debt are conditioned on,
among other things, the execution and delivery by the Subsidiary Guarantors of a
Senior Subsidiary Guarantee Agreement in the form hereof.  As
consideration therefor and in order to induce the Senior Lenders to make Loans,
the Issuing Banks to issue Letters of Credit and the Additional Senior Debt
Parties to acquire Additional Senior Debt or otherwise extend credit
constituting Additional Senior Debt, the Subsidiary Guarantors are willing to
execute this Agreement.

    


    Accordingly,
the parties hereto agree as follows:

     

    SECTION
1.  Guarantee.  Each
Subsidiary Guarantor unconditionally guarantees, jointly with the other
Subsidiary Guarantors and severally, as a primary obligor and not merely as a
surety, the due and punctual payment of, and the due and punctual performance
of, the Senior Obligations.  Each Subsidiary Guarantor agrees that the
Senior Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its
guarantee under this Agreement notwithstanding any extension or renewal of any
Senior Obligation.

     

    Anything
contained in this Agreement to the contrary notwithstanding, the obligations of
each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate
amount equal to the greater of:

     

    (a)
the direct or indirect benefit to any Subsidiary Guarantor from the Loans and
other extensions of credit under the Senior Debt Documents, and

     

    (b)
the greatest amount that would not render such Subsidiary Guarantor’s
obligations hereunder subject to avoidance under Section 548 of Title 11 of the
United States Code or any comparable provisions of any applicable state law,
after giving effect to all other liabilities of such Subsidiary Guarantor,
contingent or otherwise, that are relevant under such laws (specifically
excluding, however, any liabilities of such Subsidiary Guarantor (x) in respect
of intercompany Indebtedness and other obligations of the Borrower or Affiliates
of the Borrower to the extent that such Indebtedness or other obligations would
be discharged in an amount equal to the amount paid by such Subsidiary Guarantor
hereunder and (y) under any guarantee of the Second Priority Debt Obligations)
and after giving effect as assets to the value of any rights to subrogation,
contribution, reimbursement, indemnity or similar rights of such Subsidiary
Guarantor pursuant to (i) applicable law or (ii) any agreement providing for an
equitable allocation among such Subsidiary Guarantor and other Affiliates of the
Borrower of obligations arising under guarantees by such parties (including the
Senior Indemnity, Subrogation and Contribution Agreement).

     

    SECTION
2.  Obligations Not
Waived.  To the fullest extent permitted by applicable law,
each Subsidiary Guarantor waives presentment to, demand of payment from and
protest to the Borrower of any of the Senior Obligations, and also waives notice
of acceptance of its guarantee under this Agreement and notice of protest for
nonpayment.  To the fullest extent permitted by applicable law, the
obligations of each Subsidiary Guarantor hereunder shall not be affected by (a)
the failure of the Senior Collateral Agent or any other Senior Secured Party to
assert any claim or demand or to enforce or exercise any right or remedy against
the Borrower or any other Subsidiary Guarantor under the provisions of the
Senior Credit Agreement, any other

     

    


    
      
        
           


        

        
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    Senior
Debt Document or otherwise, (b) any rescission, waiver, amendment or
modification of, or any release from any of the terms or provisions of, this
Agreement, any other Senior Credit Document, any guarantee or any other
agreement, including with respect to any other Subsidiary Guarantor under this
Agreement or (c) the failure to perfect any security interest in, or the
release of, any of the security held by or on behalf of the Senior Collateral
Agent or any other Senior Secured Party.

    


    SECTION
3.  Security.  Each
of the Subsidiary Guarantors authorizes the Senior Collateral Agent and each of
the other Senior Secured Parties to (a) take and hold security for the payment
of its guarantee under this Agreement and the Senior Obligations and exchange,
enforce, waive and release any such security, (b) apply such security and direct
the order or manner of sale thereof as they in their sole discretion may
determine and (c) release or substitute any one or more endorsees, other
Subsidiary Guarantors or other Obligors.

     

    SECTION
4.  Guarantee of
Payment.  Each Subsidiary Guarantor agrees that its guarantee
under this Agreement constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the Senior
Collateral Agent or any other Senior Secured Party to any of the security held
for payment of the Senior Obligations or to any balance of any deposit account
or credit on the books of the Senior Collateral Agent or any other Senior
Secured Party in favor of the Borrower, any other Obligor or any other
Person.

     

    SECTION
5.  No Discharge or
Diminishment of Guarantee.  The obligations of each Subsidiary
Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the Senior Obligations), including any claim of waiver, release,
surrender, alteration or compromise of any of the Senior Obligations, and shall
not be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Senior Obligations or otherwise.  Without limiting the generality of
the foregoing, the obligations of each Subsidiary Guarantor hereunder shall not
be discharged or impaired or otherwise affected by the failure of the Senior
Collateral Agent or any other Senior Secured Party to assert any claim or demand
or to enforce any remedy under the Senior Credit Agreement, any other Senior
Debt Document or any other agreement, by any waiver or modification of any
provision of any thereof, by any default, failure or delay, wilful or otherwise,
in the performance of any of the Senior Obligations, or by any other act or
omission that may or might in any manner or to any extent vary the risk of any
Subsidiary Guarantor or that would otherwise operate as a discharge of any
Subsidiary Guarantor as a matter of law or equity (other than the indefeasible
payment in full in cash of all the Senior Obligations).

     

    SECTION
6.  Defenses of
Borrower Waived.  To the fullest extent permitted by applicable
law, each of the Subsidiary Guarantors waives any defense based on or arising
out of any defense of the Borrower or the unenforceability of the Senior
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower, other than the final and indefeasible payment
in full in cash of the Senior Obligations.  The Senior Collateral
Agent and any other Senior Secured Party may, at its election, foreclose on any
security held by one or more of them by one or more judicial or nonjudicial
sales, accept an assignment of any such security in lieu of foreclosure,
compromise or adjust any part of the Senior Obligations,

     

    


    
      
        
           


        

        
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    make
any other accommodation with the Borrower, any other Subsidiary Guarantor or any
other guarantor or exercise any other right or remedy available to them against
the Borrower, any other Subsidiary Guarantor or any other guarantor, without
affecting or impairing in any way the liability of any Subsidiary Guarantor
hereunder except to the extent the Senior Obligations have been fully, finally
and indefeasibly paid in cash.  Pursuant to applicable law, each of
the Subsidiary Guarantors waives any defense arising out of any such election
even though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of
such Subsidiary Guarantor against the Borrower or any other Subsidiary Guarantor
or guarantor, as the case may be, or any security.

    


    SECTION
7.  Agreement to Pay;
Subordination.  In furtherance of the foregoing and not in
limitation of any other right that the Senior Collateral Agent or any other
Senior Secured Party has at law or in equity against any Subsidiary Guarantor by
virtue hereof, upon the failure of the Borrower or any other Obligor to pay any
Senior Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Subsidiary Guarantor
hereby promises to and will forthwith pay, or cause to be paid, to the Senior
Collateral Agent or such other Senior Secured Party as designated thereby in
cash the amount of such unpaid Senior Obligations.  Upon payment by
any Subsidiary Guarantor of any sums to the Senior Collateral Agent or any other
Senior Secured Party as provided above, all rights of such Subsidiary Guarantor
against the Borrower arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise, including pursuant to the
Senior Indemnity, Subrogation and Contribution Agreement, shall in all respects
be subordinate and junior in right of payment to the prior indefeasible payment
in full in cash of all the Senior Obligations.  In addition, any
Indebtedness and other obligations of the Borrower now or hereafter held by any
Subsidiary Guarantor are hereby subordinated in right of payment to the prior
payment in full of the Senior Obligations.  If any amount shall
erroneously be paid to any Subsidiary Guarantor on account of (i) such
subrogation, contribution, reimbursement, indemnity or similar right or
(ii) any such Indebtedness or other obligations of the Borrower, such
amount shall be held in trust for the benefit of the Senior Secured Parties and
shall forthwith be paid to the Senior Collateral Agent to be credited against
the payment of the Senior Obligations, whether matured or unmatured, in
accordance with the terms of the Senior Debt Documents.  At any time
when the Senior Lien Intercreditor Agreement is in effect, all amounts received
by the Senior Collateral Agent pursuant to this Agreement shall, subject to
Section 2.01 of the Senior Lien Intercreditor Agreement, be applied to the
unpaid Senior Obligations on a ratable basis in accordance with the terms of the
applicable Senior Debt Documents.

     

    SECTION
8.  Cash
Collateralization of Letter of Credit Obligations.  If any Event of
Default (as defined in the Senior Credit Agreement) shall occur and be
continuing, each Subsidiary Guarantor agrees, jointly and severally, and in
addition to its obligations under Section 1, to deposit cash, when, in the
amounts and in the manner required to be deposited by the Borrower by
Section 2.05(j) of the Senior Credit Agreement (or any equivalent provision
of any Refinancing Amendment or Loan Modification Agreement), in an account
maintained by the Administrative Agent for the benefit of the Senior Loan
Secured Parties specified in such Section 2.05(j) or equivalent provision,
for application as provided in such Section 2.05(j) or equivalent
provision.  If a Subsidiary Guarantor is required to provide an amount
of cash collateral hereunder as a result of the occurrence of any such Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned
to such Subsidiary Guarantor within three

     

    


    
      
        
           


        

        
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    Business
Days after all such Events of Default have been cured or waived (or, during a
Cash Sweep Period, paid into the Citibank Concentration Account).

    


    SECTION
9.  Information.  Each
of the Subsidiary Guarantors assumes all responsibility for being and keeping
itself informed of the Borrower’s financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Senior
Obligations and the nature, scope and extent of the risks that such Subsidiary
Guarantor assumes and incurs hereunder, and agrees that none of the Senior
Collateral Agent or the other Senior Secured Parties will have any duty to
advise any of the Subsidiary Guarantors of information known to it or any of
them regarding such circumstances or risks.

     

    SECTION
10.  Representations
and Warranties.  Each of the Subsidiary Guarantors represents
and warrants as to itself that all representations and warranties relating to it
contained in the Senior Credit Agreement and each other applicable Senior Debt
Document are true and correct.

     

    SECTION
11.  Termination.  The
guarantees made hereunder (a) shall terminate on the Senior Obligation Payment
Date and (b) shall continue to be effective or be reinstated, as the case may
be, if at any time payment, or any part thereof, of any Senior Obligations is
rescinded or must otherwise be restored by any Senior Secured Party or any
Subsidiary Guarantor upon the bankruptcy or reorganization of the Borrower, any
Subsidiary Guarantor or otherwise.

     

    SECTION
12.  Binding Effect;
Several Agreement; Assignments.  Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of the Subsidiary Guarantors that are contained in
this Agreement shall bind and inure to the benefit of each party hereto and
their respective successors and assigns.  This Agreement shall become
effective as to any Subsidiary Guarantor when a counterpart hereof executed on
behalf of such Subsidiary Guarantor shall have been delivered to the Senior
Collateral Agent, and a counterpart hereof shall have been executed on behalf of
the Senior Collateral Agent, and thereafter shall be binding upon such
Subsidiary Guarantor and the Senior Collateral Agent and their respective
successors and assigns, and shall inure to the benefit of such Subsidiary
Guarantor, the Senior Collateral Agent and the other Senior Secured Parties, and
their respective successors and assigns, except that no Subsidiary Guarantor
shall have the right to assign its rights or obligations hereunder or any
interest herein (and any such attempted assignment shall be void).  If
all of the Equity Interests in a Subsidiary Guarantor are sold, transferred or
otherwise disposed of pursuant to a transaction permitted by the Senior Credit
Facilities, such Subsidiary Guarantor shall be released from its obligations
under this Agreement without further action.  This Agreement shall be
construed as a separate agreement with respect to each Subsidiary Guarantor and
may be amended, modified, supplemented, waived or released with respect to any
Subsidiary Guarantor without the approval of any other Subsidiary Guarantor and
without affecting the obligations of any other Subsidiary Guarantor
hereunder.

     

    SECTION
13.  Waivers;
Amendment.  (a)  No failure or delay of the Senior
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or

    


    


    
      
        
           


        

        
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    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 Senior Collateral Agent hereunder and of the other
Senior Secured Parties under the other Senior Debt Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise
have.  No waiver of any provision of this Agreement or consent to any
departure by any Subsidiary Guarantor therefrom shall in any event be effective
unless the same shall be permitted by clause (b), and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.  No notice or demand on any Subsidiary Guarantor in any
case shall entitle such Subsidiary Guarantor to any other or further notice or
demand in similar or other circumstances.

    


    (b)  Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to a written agreement entered into between the Subsidiary
Guarantors with respect to which such waiver, amendment or modification relates
and the Senior Collateral Agent, with the prior written consent of the Majority
Senior Parties, except as otherwise provided in the Senior Credit Agreement, the
Collateral Trust and Intercreditor Agreement or the Senior Lien Intercreditor
Agreement, as applicable.

     

    SECTION
14.  Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    SECTION
15.  Notices.  All
communications and notices hereunder shall be in writing and given as provided
in Section 11 of the Senior Subsidiary Security Agreement.

     

    SECTION
16.  Survival of
Agreement; Severability.  (a)  All
covenants, agreements, representations and warranties made by the Subsidiary
Guarantors herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Senior
Debt Document shall be considered to have been relied upon by the Senior
Collateral Agent and the other Senior Secured Parties and shall survive the
making by the Senior Lenders of the Loans, the issuance of the Letters of Credit
by the Issuing Banks and the other extensions of credit constituting Senior
Obligations regardless of any investigation made by any Senior Secured Party or
on its behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or LC Disbursement or
Additional Senior Debt or any other fee or amount payable under this Agreement
or any other Senior Debt Document is outstanding and unpaid or the LC Exposure
or other exposure in respect of letters of credit constituting Additional Senior
Debt Obligations does not equal zero and as long as the Commitments or any other
commitments to provide Additional Senior Debt have not been
terminated.

     

    (b)  In
the event any one or more of the provisions contained in this Agreement or in
any other Senior Debt Document should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction).  The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the

     

    


    
      
        
           


        

        
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    economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

    


    SECTION
17.  Counterparts. This Agreement may be
executed in counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute a single contract, and shall become
effective as provided in Section 12.  Delivery of an executed
signature page to this Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Agreement.

     

    SECTION
18.  Rules of
Interpretation.  The rules of
interpretation specified in Section 1.03 of the Senior Credit Agreement
shall be applicable to this Agreement.

     

    SECTION
19.  Jurisdiction;
Consent to Service of Process.  (a)  Each
Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in New York County, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or any other Senior Debt 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 shall affect any right that the Senior Collateral Agent or any other
Senior Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or any other Senior Debt Document against any
Subsidiary Guarantor or its properties in the courts of any
jurisdiction.

     

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

     

    (c)  Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 15.  Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.

     

    SECTION
20.  Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER SENIOR DEBT
DOCUMENT.  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 ANY LITIGATION, ACTION OR
OTHER

     

    


    
      
        
           


        

        
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    PROCEEDING,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
SENIOR DEBT DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 20.

    


    SECTION
21.  Additional
Subsidiary Guarantors.  Pursuant to
Section 5.11 of the Senior Credit Agreement or comparable provisions of
Additional Senior Debt Documents, certain wholly-owned Domestic Subsidiaries of
the Borrower that were not in existence on the Second Restatement Effective Date
are required to enter into this Agreement as a Subsidiary Guarantor upon
becoming a wholly owned Domestic Subsidiary.  Upon execution and
delivery after the Second Restatement Effective Date hereof by the Senior
Collateral Agent and such a Subsidiary of an instrument in the form of Annex 1,
such Subsidiary shall become a Subsidiary Guarantor hereunder with the same
force and effect as if originally named as a Subsidiary Guarantor
herein.  The execution and delivery of any instrument adding an
additional Subsidiary Guarantor as a party to this Agreement shall not require
the consent of any other Subsidiary Guarantor hereunder.  The rights
and obligations of each Subsidiary Guarantor hereunder shall remain in full
force and effect notwithstanding the addition of any new Subsidiary Guarantor as
a party to this Agreement.  Notwithstanding any other provision of
this Agreement or any other Senior Debt Document, (i) no Domestic
Subsidiary listed on Schedule 5.11 to the Senior Credit Agreement (or comparable
schedule to any Additional Senior Debt Document, following the Senior Loan
Obligation Payment Date) shall be required to become a Subsidiary Guarantor and
(ii) no Domestic Subsidiary shall be required to become a Subsidiary Guarantor
unless and until such time as such Subsidiary has assets in excess of $1,000,000
or has revenue in excess of $500,000 per annum.

     

    SECTION
22.  Right of
Setoff.  If an Event of
Default shall have occurred and be continuing, each Senior Loan Secured Party 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 Indebtedness at
any time owing by such Senior Loan Secured Party to or for the credit or the
account of any Subsidiary Guarantor against any or all the obligations of such
Subsidiary Guarantor now or hereafter existing under this Agreement and the
other Senior Loan Documents held by such Senior Loan Secured Party, irrespective
of whether or not such Senior Loan Secured Party shall have made any demand
under this Agreement or any other Senior Loan Document and although such
obligations may be unmatured and regardless of the adequacy of any
Collateral.  The rights of each Senior Loan Secured Party under this
Section 22 are in addition to other rights and remedies (including other rights
of setoff) which such Senior Loan Secured Party may have.

     

    SECTION
23.  Collateral Trust
and Intercreditor Agreement.  Each of the
parties to this Agreement acknowledges and agrees, for the benefit of each other
party hereto that is also a party to the Collateral Trust and Intercreditor
Agreement, that notwithstanding anything herein to the contrary, the terms of
this Agreement, and the rights and remedies of the parties hereto, are subject
to the Collateral Trust and Intercreditor Agreement.

     

    SECTION
24.  Resignation of
Senior Collateral Agent.  The Senior Collateral Agent may at
any time resign as Senior Collateral Agent under this Agreement on the terms
and

     

    


    
      
        
           


        

        
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    subject
to the conditions set forth in Section 4.06 of the Senior Lien Intercreditor
Agreement, if then in effect, and otherwise in accordance with Article VIII of
the Senior Credit Agreement or, after the Senior Loan Obligation Payment Date,
with the equivalent provision of the Additional Debt Documents pursuant to which
the Additional Senior Debt Obligations of the Controlling Secured Parties (as
defined in the Senior Lien Intercreditor Agreement) were incurred.

    


    
      
        
           


        

        
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    IN
WITNESS WHEREOF, the parties hereto have duly executed this Senior Subsidiary
Guarantee Agreement as of the day and year first above written.

     

    


     

    
      
        
          
            
              	 
      	
                      RITE
      AID CORPORATION,

                    
	 
      
	 
      	
                      By

                    	
                      /s/
      Frank Vitrano

                    	 
      
	 
      	
                      Name:
      Frank Vitrano

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

                    
	 
      
	 
      
	 
      	
                      EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO, as Subsidiary
      Guarantors,

                    
	 
      
	 
      	
                      By

                    	
                      /s/
      Marc Strassler

                    	 
      
	 
      	
                      Name:
      Marc Strassler

                    
	 
      	
                      Title:
      Senior Vice President & Assistant Secretary

                    
	 
      
	 
      	
                      EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE II HERETO, as Subsidiary
      Guarantors,

                    
	 
      
	 
      	
                      By

                    	
                      /s/
      Marc Strassler

                    	 
      
	 
      	
                      Name:
      Marc Strassler

                      Title:
      Authorized Signatory

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

                    
	 
      
	 
      	
                      By

                    	
                      /s/
      Brendan Mackay

                    	 
      
	 
      	
                      Name:
      Brendan Mackay

                    
	 
      	
                      Title:
      Vice
President

                    


            

          

        

      

    

    


     

    


    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    Schedule
I to the

    Senior
Subsidiary Guarantee Agreement


     

    SUBSIDIARY
GUARANTORS

     

    


     

    
      	
              1.

            	
              112
      Burleigh Avenue Norfolk, LLC

            


    

     

    
      	
              2.

            	
              1515
      West State Street Boise, Idaho, LLC

            


    

     

    
      	
              3.

            	
              1740
      Associates, L.L.C.

            


    

     

    
      	
              4.

            	
              3581
      Carter Hill Road–Montgomery Corp.

            


    

     

    
      	
              5.

            	
              4042
      Warrensville Center Road – Warrensville Ohio,
  Inc.

            


    

     

    
      	
              6.

            	
              5277
      Associates, Inc.

            


    

     

    
      	
              7.

            	
              537
      Elm Street Corp.

            


    

     

    
      	
              8.

            	
              5600
      Superior Properties, Inc.

            


    

     

    
      	
              9.

            	
              657-659
      Broad St. Corp.

            


    

     

    
      	
              10.

            	
              764
      South Broadway-Geneva, Ohio, LLC

            


    

     

    
      	
              11.

            	
              Ann
      & Government Streets - Mobile, Alabama,
LLC

            


    

     

    
      	
              12.

            	
              Apex
      Drug Stores, Inc.

            


    

     

    
      	
              13.

            	
              Broadview
      and Wallings-Broadview Heights Ohio,
Inc.

            


    

     

    
      	
              14.

            	
              Brooks
      Pharmacy, Inc.

            


    

     

    
      	
              15.

            	
              Central
      Avenue and Main Street - Petal, MS,
LLC

            


    

     

    
      	
              16.

            	
              Eagle
      Managed Care Corp.

            


    

     

    
      	
              17.

            	
              Eckerd
      Corporation

            


    

     

    
      	
              18.

            	
              Eckerd
      Fleet, Inc.

            


    

     

    
      	
              19.

            	
              EDC
      Drug Stores, Inc.

            


    

     

    
      	
              20.

            	
              Eighth
      and Water Streets – Urichsville, Ohio,
LLC

            


    

     

    
      	
              21.

            	
              England
      Street-Asheland Corporation

            


    

     

    
      	
              22.

            	
              Fairground,
      L.L.C.

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              23.

            	
              GDF,
      Inc.

            


    

     

    
      	
              24.

            	
              Genovese
      Drug Stores, Inc.

            


    

     

    
      	
              25.

            	
              Gettysburg
      and Hoover-Dayton, Ohio, LLC

            


    

     

    
      	
              26.

            	
              Harco,
      Inc.

            


    

     

    
      	
              27.

            	
              K
      & B Alabama Corporation

            


    

     

    
      	
              28.

            	
              K
      & B Louisiana Corporation

            


    

     

    
      	
              29.

            	
              K
      & B Mississippi Corporation

            


    

     

    
      	
              30.

            	
              K
      & B Services, Incorporated

            


    

     

    
      	
              31.

            	
              K
      & B Tennessee Corporation

            


    

     

    
      	
              32.

            	
              K&B
      Texas Corporation

            


    

     

    
      	
              33.

            	
              K
      & B, Incorporated

            


    

     

    
      	
              34.

            	
              Keystone
      Centers, Inc.

            


    

     

    
      	
              35.

            	
              Lakehurst
      and Broadway Corporation

            


    

     

    
      	
              36.

            	
              Maxi
      Drug North, Inc.

            


    

     

    
      	
              37.

            	
              Maxi
      Drug South, L.P.

            


    

     

    
      	
              38.

            	
              Maxi
      Drug, Inc.

            


    

     

    
      	
              39.

            	
              Maxi
      Green Inc.

            


    

     

    
      	
              40.

            	
              Mayfield
      & Chillicothe Roads – Chesterland,
LLC

            


    

     

    
      	
              41.

            	
              MC
      Woonsocket, Inc.

            


    

     

    
      	
              42.

            	
              Munson
      & Andrews, LLC

            


    

     

    
      	
              43.

            	
              Name
      Rite, L.L.C.

            


    

     

    
      	
              44.

            	
              Northline
      & Dix – Toledo – Southgate, LLC

            


    

     

    
      	
              45.

            	
              P.J.C.
      Distribution, Inc.

            


    

     

    
      	
              46.

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

            


    

     

    
      	
              47.

            	
              Patton
      Drive and Navy Boulevard Property
Corporation

            


    

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              48.

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

            


    

     

    
      	
              49.

            	
              PDS-1
      Michigan, Inc.

            


    

     

    
      	
              50.

            	
              Perry
      Distributors, Inc.

            


    

     

    
      	
              51.

            	
              Perry
      Drug Stores, Inc.

            


    

     

    
      	
              52.

            	
              PJC
      Dorchester Realty LLC

            


    

     

    
      	
              53.

            	
              PJC
      East Lyme Realty LLC

            


    

     

    
      	
              54.

            	
              PJC
      Haverhill Realty LLC

            


    

     

    
      	
              55.

            	
              PJC
      Hermitage Realty LLC

            


    

     

    
      	
              56.

            	
              PJC
      Hyde Park Realty LLC

            


    

     

    
      	
              57.

            	
              PJC
      Lease Holdings, Inc.

            


    

     

    
      	
              58.

            	
              PJC
      Manchester Realty LLC

            


    

     

    
      	
              59.

            	
              PJC
      Mansfield Realty LLC

            


    

     

    
      	
              60.

            	
              PJC
      New London Realty LLC

            


    

     

    
      	
              61.

            	
              PJC
      of Cranston, Inc.

            


    

     

    
      	
              62.

            	
              PJC
      of East Providence, Inc.

            


    

     

    
      	
              63.

            	
              PJC
      of Massachusetts, Inc.

            


    

     

    
      	
              64.

            	
              PJC
      of Rhode Island, Inc.

            


    

     

    
      	
              65.

            	
              PJC
      of Vermont Inc.

            


    

     

    
      	
              66.

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

            


    

     

    
      	
              67.

            	
              PJC
      Peterborough Realty LLC

            


    

     

    
      	
              68.

            	
              PJC
      Providence Realty LLC

            


    

     

    
      	
              69.

            	
              PJC
      Realty MA, Inc.

            


    

     

    
      	
              70.

            	
              PJC
      Realty N.E. LLC

            


    

     

    
      	
              71.

            	
              PJC
      Revere Realty LLC

            


    

     

    
      	
              72.

            	
              PJC
      Special Realty Holdings, Inc.

            


    

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              73.

            	
              Ram-Utica,
      Inc.

            


    

     

    
      	
              74.

            	
              RDS
      Detroit, Inc.

            


    

     

    
      	
              75.

            	
              Read's
      Inc.

            


    

     

    
      	
              76.

            	
              Rite
      Aid Drug Palace, Inc.

            


    

     

    
      	
              77.

            	
              Rite
      Aid Hdqtrs. Corp.

            


    

     

    
      	
              78.

            	
              Rite
      Aid of Alabama, Inc.

            


    

     

    
      	
              79.

            	
              Rite
      Aid of Connecticut, Inc.

            


    

     

    
      	
              80.

            	
              Rite
      Aid of Delaware, Inc.

            


    

     

    
      	
              81.

            	
              Rite
      Aid of Florida, Inc.

            


    

     

    
      	
              82.

            	
              Rite
      Aid of Georgia, Inc.

            


    

     

    
      	
              83.

            	
              Rite
      Aid of Illinois, Inc.

            


    

     

    
      	
              84.

            	
              Rite
      Aid of Indiana, Inc.

            


    

     

    
      	
              85.

            	
              Rite
      Aid of Kentucky, Inc.

            


    

     

    
      	
              86.

            	
              Rite
      Aid of Maine, Inc.

            


    

     

    
      	
              87.

            	
              Rite
      Aid of Maryland, Inc.

            


    

     

    
      	
              88.

            	
              Rite
      Aid of Massachusetts, Inc.

            


    

     

    
      	
              89.

            	
              Rite
      Aid of Michigan, Inc.

            


    

     

    
      	
              90.

            	
              Rite
      Aid of New Hampshire, Inc.

            


    

     

    
      	
              91.

            	
              Rite
      Aid of New Jersey, Inc.

            


    

     

    
      	
              92.

            	
              Rite
      Aid of New York, Inc.

            


    

     

    
      	
              93.

            	
              Rite
      Aid of North Carolina, Inc.

            


    

     

    
      	
              94.

            	
              Rite
      Aid of Ohio, Inc.

            


    

     

    
      	
              95.

            	
              Rite
      Aid of Pennsylvania, Inc.

            


    

     

    
      	
              96.

            	
              Rite
      Aid of South Carolina, Inc.

            


    

     

    
      	
              97.

            	
              Rite
      Aid of Tennessee, Inc.

            


    

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    


     

    
      	
              98.

            	
              Rite
      Aid of Vermont, Inc.

            


    

     

    
      	
              99.

            	
              Rite
      Aid of Virginia, Inc.

            


    

     

    
      	
              100.

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

            


    

     

    
      	
              101.

            	
              Rite
      Aid of West Virginia, Inc.

            


    

     

    
      	
              102.

            	
              Rite
      Aid Realty Corp.

            


    

     

    
      	
              103.

            	
              Rite
      Aid Rome Distribution Center, Inc.

            


    

     

    
      	
              104.

            	
              Rite
      Aid Services, L.L.C.

            


    

     

    
      	
              105.

            	
              Rite
      Aid Transport, Inc.

            


    

     

    
      	
              106.

            	
              RX
      Choice, Inc.

            


    

     

    
      	
              107.

            	
              Seven
      Mile and Evergreen – Detroit, LLC

            


    

     

    
      	
              108.

            	
              Silver
      Springs Road – Baltimore, Maryland/One,
LLC

            


    

     

    
      	
              109.

            	
              Silver
      Springs Road – Baltimore, Maryland/Two,
LLC

            


    

     

    
      	
              110.

            	
              State
      & Fortification Streets – Jackson, Mississippi,
  LLC

            


    

     

    
      	
              111.

            	
              State
      Street and Hill Road – Gerard, Ohio,
LLC

            


    

     

    
      	
              112.

            	
              The
      Lane Drug Company

            


    

     

    
      	
              113.

            	
              Thrift
      Drug Services, Inc.

            


    

     

    
      	
              114.

            	
              Thrift
      Drug, Inc.

            


    

     

    
      	
              115.

            	
              Thrifty
      Corporation

            


    

     

    
      	
              116.

            	
              Thrifty
      PayLess, Inc.

            


    

     

    
      	
              117.

            	
              Tyler
      and Sanders Roads, Birmingham - Alabama,
LLC

            


    

     

    


    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    Schedule
II to the 

    Senior
Subsidiary Guarantee Agreement

     

    


     

    SUBSIDIARY
GUARANTORS

     

    


    
       

      
        
          	
                  1.

                	
                  Rite
      Fund, Inc.

                
	 	 
	2. 	Rite
      Investments Corp.
	 	 
	3. 	Rite
      Aid Hdqtrs. Funding, Inc.
	 	 
	4. 	EDC
      Licensing, Inc.
	 	 
	5.	JCG
      Holdings (USA), Inc.
	 	 
	6. 	JCG
      (PJC) USA, LLC
	 	 
	7. 	The
      Jean Coutu Group (PJC) USA, Inc.


        

      

       

    

     

    


    


    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Annex
1 to the

    Senior
Subsidiary Guarantee Agreement

     

    


     

    SUPPLEMENT
NO.    dated as
of                ,
to the Senior Subsidiary Guarantee Agreement dated as of June 27, 2001, as
amended and restated as of June 5, 2009 (as amended, supplemented or otherwise
modified from time to time, the “Senior Subsidiary Guarantee
Agreement”), among each of the subsidiaries listed on Schedule I thereto
(each such subsidiary individually, a “Subsidiary Guarantor” and
collectively, the “Subsidiary
Guarantors”) of RITE AID CORPORATION, a Delaware corporation (the “Borrower”), and CITICORP
NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as Senior Collateral
Agent.

     

    A.  Reference
is made to the Senior Credit Agreement dated as of June 27, 2001, as amended and
restated as of June 5, 2009 (as amended, supplemented or otherwise modified from
time to time, the “Senior
Credit Agreement”), among the Borrower, the lenders from time to time
party thereto (the “Senior
Lenders”), CNAI, as administrative agent for the Senior Lenders, and the
other agents party thereto.

     

    B.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Senior Subsidiary Guarantee Agreement, including
the Definitions Annex (as may be amended, supplemented or otherwise modified
from time to time), and the Senior Credit Agreement.

     

    C.  The
Subsidiary Guarantors have entered into the Senior Subsidiary Guarantee
Agreement in order to induce the Senior Lenders to make Loans, the Issuing Banks
to issue Letters of Credit and the Additional Senior Debt Parties to acquire
Additional Senior Debt or otherwise extend credit constituting Additional Senior
Debt.  Pursuant to Section 5.11 of the Senior Credit Agreement or
comparable provisions of Additional Senior Facilities, certain Domestic
Subsidiaries of the Borrower that were not in existence or not a Domestic
Subsidiary on the Second Restatement Effective Date are required to enter into
the Senior Subsidiary Guarantee Agreement as a Subsidiary Guarantor upon
becoming a wholly-owned Domestic Subsidiary.  Section 21 of the Senior
Subsidiary Guarantee Agreement provides that additional Subsidiaries of the
Borrower may become Subsidiary Guarantors under the Senior Subsidiary Guarantee
Agreement by execution and delivery of an instrument in the form of this
Supplement.  The undersigned Subsidiary of the Borrower (the “New Subsidiary Guarantor”) is
executing this Supplement in accordance with the requirements of the Senior
Credit Agreement to become a Subsidiary Guarantor under the Senior Subsidiary
Guarantee Agreement in order to induce the Senior Lenders to make additional
Loans, the Issuing Banks to issue additional Letters of Credit and the
Additional Senior Debt Parties to acquire Additional Senior Debt or otherwise
extend credit constituting Additional Senior Debt and as consideration for Loans
previously made, Letters of Credit previously issued and other extensions of
credit constituting Additional Senior Debt previously made.

     

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

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    SECTION
1.  In accordance with Section 21 of the Senior Subsidiary Guarantee
Agreement, the New Subsidiary Guarantor by its signature below becomes a
Subsidiary Guarantor under the Senior Subsidiary Guarantee Agreement with the
same force and effect as if originally named therein as a Subsidiary Guarantor
and the New Subsidiary Guarantor hereby (a) agrees to all the terms and
provisions of the Senior Subsidiary Guarantee Agreement applicable to it as a
Subsidiary Guarantor thereunder and (b) represents and warrants that the
representations and warranties made by it as a Subsidiary Guarantor thereunder
are true and correct on and as of the 2009 Restatement Effective
Date.  Each reference to a “Subsidiary Guarantor” in the Senior
Subsidiary Guarantee Agreement shall be deemed to include the New Subsidiary
Guarantor.  The Senior Subsidiary Guarantee Agreement is hereby
incorporated herein by reference.

     

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

     

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

     

    SECTION
4.  Except as expressly supplemented hereby, the Senior Subsidiary
Guarantee Agreement shall remain in full force and effect.

     

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

     

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

     

    SECTION
7.  All communications and notices hereunder shall be in writing and
given as provided in Section 15 of the Senior Subsidiary Guarantee
Agreement.  All communications and notices hereunder to the New
Subsidiary Guarantor shall be given to it at the address set forth under its
signature below, with a copy to the Borrower.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


     

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

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


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

    


    
      
        
          
            
              	 
      	 
      	
                      [NAME
      OF NEW SUBSIDIARY GUARANTOR],

                    
	 
      	 
      	
                      By

                    	 	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

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

                    
	 
      	 
      	
                      By

                    	 	 
      
	 
      	 
      	
                      Name:

                    
	 
      	 
      	
                      Title:

                    


            

          

        

      

    

    


     

    


    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    Annex
2 to the

    Senior Subsidiary Guarantee
Agreement

     

    


     

    DEFINITIONS
ANNEX