Exhibit 10.3


Amendment No. 7 to Receivables Financing
Agreement and Waiver


This AMENDMENT NO. 7 TO RECEIVABLES FINANCING AGREEMENT AND WAIVER,
dated as of September 18, 2007 (this “Amendment Agreement”), is
made by and among Rite Aid Funding II (the “Borrower”), CAFCO, LLC
(“CAFCO”), CRC FUNDING, LLC (“CRC”), Falcon Asset Securitization
Company LLC (“Falcon”), Variable Funding Capital Company LLC (“Variable”;
together with CAFCO, CRC and Falcon, the “Investors”),
Citibank, N.A. (“Citibank”), JPMorgan Chase Bank, N.A. (“JPMorgan”)
and Wachovia Bank, National Association (“Wachovia”; together with
Citibank and JPMorgan, the “Banks”), Citicorp North America, Inc.,
as program agent (the “Program Agent”), Citicorp North
America, Inc. (“CNAI”), JPMorgan and Wachovia, as investor agents
(CNAI, JPMorgan and Wachovia, in such capacity, the “Investor Agents”),
Rite Aid Hdqtrs. Funding, Inc. (the “Collection Agent”) and each of the
parties named in Schedule III to the Agreement (as defined below) as
originators (the “Originators”).


Preliminary Statements.  (1) The Borrower, the Investors (other
than CRC), the Program Agent, the Banks, the Investor Agents, the Collection
Agent, the Originators and The Bank of New York, as Trustee are parties to a
Receivables Financing Agreement, dated as of September 21, 2004, as
amended as of September 20, 2005, December 30, 2005,
September 19, 2006, November 9, 2006, February 20, 2007 and
August 31, 2007 (the “Agreement”; capitalized terms used herein and
not otherwise defined herein shall have the meanings attributed to them in the
Agreement).


(2)           CAFCO has agreed
with CRC to allocate between them Principal of Advances made by CAFCO and that
CRC should become a party to the Agreement, as an Investor in the same Group as
CAFCO.


(3)           The Borrower, the
Investors, the Program Agent, the Banks, the Investor Agents, the Collection
Agent and the Originators wish to amend the Agreement.


NOW, THEREFORE, the parties agree as follows:


SECTION 1.           Amendments to Agreement.  As of the Effective Date (as defined below in
Section 2), the Agreement is amended as follows:


1.1           Section 1.01 of
the Agreement is amended as follows:


(a)           The definition of “Bank Commitment”
is amended by (i) deleting the amount “$175,000,000” in clause (a)
thereof for Citibank and replacing it with the amount “$325,000,000” and
(ii) deleting the amount “$100,000,000” in clause (c) thereof for
Wachovia and replacing it with the amount “$200,000,000.”


(b)           The definition of “CAFCO” is amended
in its entirety to read as follows:


“‘CAFCO’ means
CAFCO, LLC, CRC and any successor or assign of CAFCO or CRC that is a
receivables investment company which in the ordinary course of its business issues



 













commercial paper
or other securities to fund its acquisition and maintenance of receivables, it
being understood that all references in this Agreement to CAFCO shall be deemed
to be references to CRC as well and that CAFCO and CRC may, without notice and
at any time, assign or reallocate Principal of Advances between them.”


(c)           The definition of “Cash Secured
Advance Commencement Date” is amended in its entirety to read as follows:


“‘Cash Secured Advance
Commencement Date’ means, with respect to any Group, the same day as the
Term-Out Bank Purchase Date for such Group, provided that the Cash
Secured Advance Commencement Date shall occur if but only if, (a) the
Facility Termination Date shall not have occurred on or prior to such date
pursuant to clause (b) or (c) of the definition thereof and (b) the
Termination Date for all Rate Tranches held by members of such Group shall not
have occurred on or prior to such date as a result of a notice from the
Borrower pursuant to clause (i)(a) of the definition thereof.”


(d)           The definition of “Commitment
Termination Date” is amended by (i) deleting the date “September 18,
2007” in line one thereof and replacing it with the date “September 16,
2008” and (ii) deleting the date “September 18, 2007” in the last
line thereof and replacing it with the date “September 14, 2010.”


(e)           A new definition of “CRC” is added which
reads in its entirety as follows:


“‘CRC’ means CRC
Funding, LLC and any successor or assign of CRC that is a receivables
investment company which in the ordinary course of its business issues
commercial paper or other securities to fund its acquisition and maintenance of
receivables.”


(f)            Clause (i) of the definition of
“Eligible Receivable” is amended by adding the following clause after the term “CMS”
at the end thereof:


“but, the
foregoing notwithstanding, not if the Obligor is an Ohio Governmental Entity;”


(g)           The definition of “Facility Amount”
is amended by deleting the amount “$400,000,000” in line one thereof and
replacing it with the amount “$650,000,000”.


(h)           The definition of “Facility
Termination Date” is amended by deleting the date “September 18, 2007” in
line one thereof and replacing it with the date “September 16, 2008”.


 



 2
 









(i)            The definition of “Investor Facility
Amount” is amended by (i) deleting the amount “$175,000,000” in
clause (a) thereof with respect to the Group consisting of CAFCO and its
Related Banks and replacing it with the amount “$325,000,000”, and
(ii) deleting the amount “$100,000,000” in clause (c) thereof with
respect to the Group consisting of Variable and its Related Banks and replacing
it with the amount “$200,000,000”.


(j)            Clause (i)(A) of the definition
of “Net Receivables Pool Balance” is amended by deleting therefrom the phrase “or
as a fixed dollar amount”.


(k)           The definition of “Percentage” is
amended by adding the phrase “of Amendment No. 7, dated as of September 18,
2007” after the term “signature page” in each of clauses (a), (b) and (c)
thereof.


1.2           Section 11.06(b)
of the Agreement is amended by deleting the word “and” at the end of
clause (iv) thereof, inserting the term “, and” before the semi-colon
at the end of clause (v) thereof and inserting a new clause (vi)
thereto which reads in its entirety as follows:


“(vi) and to the
respective officers, directors, employees, accountants and advisors of each of
the parties referred to in clauses (i) through (v) above;”


1.3           Schedule IV
(Months) to the Agreement is amended by the addition of the months for the
Parent’s fiscal years 2010, 2011 and 2012 attached to this Amendment Agreement
as Exhibit I.


1.4           Schedule VIII
(Special Concentration Limits) is amended in its entirety to read as
Exhibit II to this Amendment Agreement.


1.5           Annex H
(Applicable Margin) to the Agreement is amended in its entirety to read as
Exhibit III to this Amendment Agreement.


SECTION 2.           Conditions to Effectiveness.  This Amendment Agreement shall become
effective when the following conditions having been satisfied in full and the
following documents have been delivered in form and substance satisfactory to
the Program Agent (the “Effective Date”):


(a)           executed counterparts of this
Amendment Agreement;


(b)           executed counterparts of an amendment
to each of the Originator Purchase Agreement, the Secondary Purchase Agreement,
the Tertiary Purchase Agreement, the Inter-Creditor Agreement, the Deposit
Account Agreement, the Governmental Entity Receivables Agreement, the Parent
Undertaking (Collection Agent), and the Fee Agreement (the “Additional
Amendments”);


(c)           executed copies of additional Notes
for each of the CAFCO Group and the Variable Group;


 



 3
 









(d)           certified copies of the resolutions
of the Boards of Directors of each of the Parent, Cayman SPE I, HQ, the
Borrower and the Originators authorizing it to enter into this Amendment
Agreement, the Additional Amendments to which it is a party and the other
documents to be delivered by it hereunder;


(e)           a certificate of the Secretary or
Assistant Secretary of each of the Parent, Cayman SPE I, HQ, the Borrower
and the Originators certifying the names and true signatures of its officers
authorized to sign this Amendment Agreement, the Additional Amendments to which
it is a party and the other documents to be delivered by it hereunder;


(f)            to the extent changed since
September 21, 2004, certified copies of the certificate of incorporation
and by-laws of each of the Originators 
and a certificate as to the good standing of each of the Parent, Cayman
SPE I, HQ, the Borrower and the Originators, dated as of a recent date;


(g)           favorable opinions of counsel for
each of the Parent, Cayman SPE I, HQ, the Borrower and the Originators as
to good standing, authorization, enforceability, UCC matters, true sale (the
transfers from the Additional Originators (as defined in Amendment No. 6
to the Agreement)) pursuant to the Originator Purchase Agreement, the Secondary
Purchase Agreement and the Tertiary Purchase Agreement, satisfactory to the
Agent, and such other matters as the Agent may reasonably request, the parties
hereto agreeing that the receipt of “corporate” opinions from Cayman Islands
counsel for the Borrower and Cayman SPE I is not required until
30 days after the date hereof and the agreement to deliver them shall be
deemed to be a covenant for the purposes of Section 7.01(d) of the
Agreement; and


(h)           after giving effect to this Amendment
Agreement, no event shall have occurred and be continuing which constitutes an
unwaived Event of Termination or Incipient Event of Termination.


SECTION 3.           Reallocation
of Proportional Shares under Agreement In Advances.  Notwithstanding the provisions of
Article II of the Agreement, the proportionate or pro rata shares of the
Investors shall be reallocated effective as of the Effective Date in the
Percentages set forth on the signature pages of this Amendment Agreement (“Pro
Rata Share”).  In furtherance
thereof, on the Effective Date, Falcon agrees to transfer to each of CAFCO and
Variable, Principal of Advances in an amount sufficient such that, after giving
effect to such transfer, the Principal of Advances owned by each of Falcon,
CAFCO and Variable will be equal to their respective Pro Rata Shares of the
Facility Principal, and each of CAFCO and Variable agree to make a cash payment
to Falcon in consideration of such transfer, in an amount equal to the
Principal of the Advances transferred to each of them.  Each of the Investors expressly consents to
such reallocation and waives compliance with the notice requirement set forth
in the first sentence of Section 2.02(a) of the Agreement.  The parties further agree that any
non-compliance with the provisions of the Agreement by virtue of the
reallocation set forth above shall be deemed not to constitute a breach or
default by the Borrower under the Agreement, and that such reallocation shall
be deemed to be permissible and effective in all respects and for all purposes
under the Agreement.


 



 4
 









 


SECTION 4.           Waiver.  By virtue of their execution and delivery of
this Amendment Agreement, each of the Investors, the Banks, the Investor
Agents, the Program Agent and each relevant party under the Purchase Agreements
hereby waives any breach of the relevant Agreement arising out of or relating to
the inclusion of Receivables or Participated Receivables (or the equivalent
terms under the Purchase Agreements) originated by the Additional Originators
(as defined in Amendment No. 6 to the Agreement dated as of
August 31, 2007) in any Borrower Report, Daily Report, Determination Date
Certificate or equivalent report under the Purchase Agreements delivered by the
Collection Agent and/or the Borrower on and after June 4, 2007 and prior
to the date of this Amendment Agreement. 
The foregoing waiver shall not be deemed to constitute a waiver of any
other event or condition that may constitute an Event of Termination or
Incipient Event of Termination which may now or hereafter exist under the
Agreement.


SECTION 5.           Representations and Warranties.  Each of the Borrower and the Collection Agent
represents and warrants that each of the representations and warranties
contained in Section 4.01 and Section 4.02, respectively, of the
Agreement (after giving effect to this Amendment Agreement) are correct in all
material respects on and as of the date of this Amendment Agreement as though
made on and as of such date.


SECTION 6.           Confirmation of Agreement.  Each reference in the Agreement to “this
Agreement” or “the Agreement” shall mean the Agreement as amended by this Amendment
Agreement, and as hereafter amended or restated.  Except as herein expressly amended, the
Agreement is ratified and confirmed in all respects and shall remain in full
force and effect in accordance with its terms.


SECTION 7.           Confirmation of Parent
Undertakings.  The Parent, by its
signature below, hereby confirms and agrees that notwithstanding the
effectiveness of this Amendment Agreement and the Additional Amendments, the
Parent Undertakings heretofore executed and delivered by it are, and shall continue
to be, in full force and effect and shall apply to the Agreement and the
Purchase Agreements, as heretofore amended, and as amended as contemplated by
this Amendment Agreement and the Additional Amendments, and the Parent
Undertakings are hereby ratified and confirmed.


SECTION 8.           Consents to Amendment.  In accordance with the terms of
Section 5.01(m) of each of the Agreement, the Secondary Purchase Agreement
and the Tertiary Purchase Agreement, each of the Program Agent, the Investor
Agents, Cayman SPE I and the Borrower consents to the amendments to
each of the Originator Purchase Agreement, the Secondary Purchase Agreement and
the Tertiary Purchase Agreement contemplated by Section 2(b) of this
Amendment Agreement.


SECTION 9.           Costs and Expenses.  The Borrower agrees to pay on demand all
reasonable costs and expenses in connection with the preparation, execution and
delivery of this Amendment Agreement and any other documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Program Agent, the Investor Agents, the Investors
and the Banks with respect thereto.


 



 5
 









SECTION 10.         GOVERNING
LAW.  THIS AMENDMENT AGREEMENT SHALL,
IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK,  BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION.


SECTION 11.         Execution
in Counterparts.  This Amendment
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall
constitute one and the same agreement. 
Delivery of an executed counterpart of a signature page to this
Amendment Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment Agreement.


 


[Remainder of this page intentionally left blank]


 



 6















 


IN WITNESS WHEREOF, the parties have caused this
Amendment Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


	
  

  	
  RITE AID FUNDING II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Glenn Gershenson

  
	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAFCO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Citicorp North America,

  
	
   

  	
   

  	
  Inc., as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CRC FUNDING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Citicorp North America,

  
	
   

  	
   

  	
  Inc., as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 













 


	
  

  	
  FALCON ASSET SECURITIZATION

  
	
   

  	
  COMPANY LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  JPMorgan Chase Bank, N.A., its

  
	
   

  	
   

  	
  attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Cathleen D. Dettling

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VARIABLE FUNDING CAPITAL

  
	
   

  	
  COMPANY LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wachovia Capital Markets, LLC,

  
	
   

  	
   

  	
  Inc., as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP NORTH AMERICA, INC.,

  
	
   

  	
  as Program Agent
  and as an Investor Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Percentage: 50%

  
					



 


 













 


	
  

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  as a Bank and as
  an Investor Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Cathleen D. Dettling

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
  Percentage: 19.23%

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  
	
   

  	
  ASSOCIATION

  
	
   

  	
  as a Bank and as
  an Investor Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Percentage: 30.77%

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RITE AID HDQTRS. FUNDING INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Glenn Gershenson

  
	
   

  	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed to for
  purposes of Sections 4 and 8 only:

  	
   

  
	
   

  	
   

  
	
  RITE AID FUNDING
  I

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name: Glenn
  Gershenson

  	
   

  
	
  Title:   Treasurer

  	
   

  
						



 


 













 


	
   

  	
  RITE AID CORPORATION

  
	
   

  	
  RITE AID OF CONNECTICUT, INC.

  
	
   

  	
  RITE AID OF DELAWARE, INC.

  
	
   

  	
  RITE AID OF GEORGIA, INC.

  
	
   

  	
  RITE AID OF INDIANA, INC.

  
	
   

  	
  RITE AID OF KENTUCKY, INC.

  
	
   

  	
  RITE AID OF MAINE, INC.

  
	
   

  	
  RITE AID OF MARYLAND, INC.

  
	
   

  	
  RITE AID OF MICHIGAN, INC.

  
	
   

  	
  RITE AID OF NEW HAMPSHIRE, INC.

  
	
   

  	
  RITE AID OF NEW JERSEY, INC.

  
	
   

  	
  RITE AID OF NEW
  YORK, INC.

  
	
   

  	
  RITE AID OF
  OHIO, INC.

  
	
   

  	
  RITE AID OF PENNSYLVANIA, INC.

  
	
   

  	
  RITE AID OF TENNESSEE, INC.

  
	
   

  	
  RITE AID OF VERMONT, INC.

  
	
   

  	
  RITE AID OF VIRGINIA, INC.

  
	
   

  	
  RITE AID OF WASHINGTON, D.C., INC.

  
	
   

  	
  RITE AID OF WEST VIRGINIA, INC.

  
	
   

  	
  KEYSTONE CENTERS, INC.

  
	
   

  	
  THE LANE DRUG COMPANY

  
	
   

  	
  RITE AID DRUG PALACE, INC.

  
	
   

  	
  THRIFTY PAYLESS, INC.

  
	
   

  	
  HARCO, INC.

  
	
   

  	
  PERRY DRUG STORES, INC.

  
	
   

  	
  APEX DRUG STORES, INC.

  
	
   

  	
  PDS-1 MICHIGAN, INC.

  
	
   

  	
  RDS DETROIT, INC.

  
	
   

  	
  K & B ALABAMA CORPORATION

  
	
   

  	
  K & B LOUISIANA CORPORATION

  
	
   

  	
  K & B MISSISSIPPI CORPORATION

  
	
   

  	
  K & B TENNESSEE CORPORATION

  
	
   

  	
  ECKERD CORPORATION

  
	
   

  	
  GENOVESE DRUG STORES, INC.

  
	
   

  	
  EDC DRUG STORES, INC.

  
	
   

  	
  MAXI DRUG, INC.

  
	
   

  	
  MAXI DRUG SOUTH, L.P.

  
	
   

  	
  MAXI DRUG NORTH, INC.

  
	
   

  	
  MAXI GREEN, INC.

  
	
   

  	
  THRIFT DRUG, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Glenn Gershenson

  
	
   

  	
   

  	
  Title:   Treasurer

  



 


 


















EXHIBIT I


SCHEDULE IV


SCHEDULE OF MONTHS FOR




	
  

  	
  Fiscal Year 2010

  	
   

  
	
   

  	
  Period

  	
   

  	
   

  	
   

  	
  Start

  	
   

  	
   

  	
   

  	
  End

  	
   

  	
   

  	
   

  	
  # of Wks

  	
   

  
	
  1

  	
   

  	
  3/1/2009

  	
   

  	
  3/28/2009

  	
   

  	
  4

  
	
  2

  	
   

  	
  3/29/2009

  	
   

  	
  4/25/2009

  	
   

  	
  4

  
	
  3

  	
   

  	
  4/26/2009

  	
   

  	
  5/30/2009

  	
   

  	
  5

  
	
  4

  	
   

  	
  5/31/2009

  	
   

  	
  6/27/2009

  	
   

  	
  4

  
	
  5

  	
   

  	
  6/28/2009

  	
   

  	
  7/25/2009

  	
   

  	
  4

  
	
  6

  	
   

  	
  7/26/2009

  	
   

  	
  8/29/2009

  	
   

  	
  5

  
	
  7

  	
   

  	
  8/30/2009

  	
   

  	
  9/26/2009

  	
   

  	
  4

  
	
  8

  	
   

  	
  9/27/2009

  	
   

  	
  10/24/2009

  	
   

  	
  4

  
	
  9

  	
   

  	
  10/25/2009

  	
   

  	
  11/28/2009

  	
   

  	
  5

  
	
  10

  	
   

  	
  11/29/2009

  	
   

  	
  12/26/2009

  	
   

  	
  4

  
	
  11

  	
   

  	
  12/27/2009

  	
   

  	
  1/23/2010

  	
   

  	
  4

  
	
  12

  	
   

  	
  1/24/2010

  	
   

  	
  2/27/2010

  	
   

  	
  5

  
																	






 




	
  

  	
  Fiscal Year 2011

  	
   

  
	
   

  	
  Period

  	
   

  	
   

  	
   

  	
  Start

  	
   

  	
   

  	
   

  	
  End

  	
   

  	
   

  	
   

  	
  # of Wks

  	
   

  
	
  1

  	
   

  	
  2/28/2010

  	
   

  	
  3/27/2010

  	
   

  	
  4

  
	
  2

  	
   

  	
  3/28/2010

  	
   

  	
  4/24/2010

  	
   

  	
  4

  
	
  3

  	
   

  	
  4/25/2010

  	
   

  	
  5/29/2010

  	
   

  	
  5

  
	
  4

  	
   

  	
  5/30/2010

  	
   

  	
  6/26/2010

  	
   

  	
  4

  
	
  5

  	
   

  	
  6/27/2010

  	
   

  	
  7/24/2010

  	
   

  	
  4

  
	
  6

  	
   

  	
  7/25/2010

  	
   

  	
  8/28/2010

  	
   

  	
  5

  
	
  7

  	
   

  	
  8/29/2010

  	
   

  	
  9/25/2010

  	
   

  	
  4

  
	
  8

  	
   

  	
  9/26/2010

  	
   

  	
  10/23/2010

  	
   

  	
  4

  
	
  9

  	
   

  	
  10/24/2010

  	
   

  	
  11/27/2010

  	
   

  	
  5

  
	
  10

  	
   

  	
  11/28/2010

  	
   

  	
  12/25/2010

  	
   

  	
  4

  
	
  11

  	
   

  	
  12/26/2010

  	
   

  	
  1/22/2011

  	
   

  	
  4

  
	
  12

  	
   

  	
  1/23/2011

  	
   

  	
  2/26/2011

  	
   

  	
  5

  
																	






 



 I-1
 









 




	
  

  	
  Fiscal Year 2012 (53 weeks and leap year)

  	
   

  
	
   

  	
  Period

  	
   

  	
   

  	
   

  	
  Start

  	
   

  	
   

  	
   

  	
  End

  	
   

  	
   

  	
   

  	
  # of Wks

  	
   

  
	
  1

  	
   

  	
  2/27/2011

  	
   

  	
  3/26/2011

  	
   

  	
  4

  
	
  2

  	
   

  	
  3/27/2011

  	
   

  	
  4/23/2011

  	
   

  	
  4

  
	
  3

  	
   

  	
  4/24/2011

  	
   

  	
  5/28/2011

  	
   

  	
  5

  
	
  4

  	
   

  	
  5/29/2011

  	
   

  	
  6/25/2011

  	
   

  	
  4

  
	
  5

  	
   

  	
  6/26/2011

  	
   

  	
  7/23/2011

  	
   

  	
  4

  
	
  6

  	
   

  	
  7/24/2011

  	
   

  	
  8/27/2011

  	
   

  	
  5

  
	
  7

  	
   

  	
  8/28/2011

  	
   

  	
  9/24/2011

  	
   

  	
  4

  
	
  8

  	
   

  	
  9/25/2011

  	
   

  	
  10/22/2011

  	
   

  	
  4

  
	
  9

  	
   

  	
  10/23/2011

  	
   

  	
  11/26/2011

  	
   

  	
  5

  
	
  10

  	
   

  	
  11/27/2011

  	
   

  	
  12/31/2011

  	
   

  	
  5

  
	
  11

  	
   

  	
  1/1/2012

  	
   

  	
  1/28/2012

  	
   

  	
  4

  
	
  12

  	
   

  	
  1/29/2012

  	
   

  	
  3/3/2012

  	
   

  	
  5

  
																	






 



 I-2















EXHIBIT II


SCHEDULE VIII


SPECIAL CONCENTRATION LIMITS




	
  Name of Obligor

  	
   

  	
  Maximum Percentage

  
	
  Medco (PAID)

  	
   

  	
  100
  % of Loss Percentage

  
	
  Express Scripts

  	
   

  	
  100%
  of Loss Percentage

  
	
  CVS/Caremark Corporation

  	
   

  	
  100%
  of Loss Percentage

  
	
  New York State

  	
   

  	
  50%
  of Loss Percentage

  
	
  Wellpoint

  	
   

  	
  50%
  of Loss Percentage

  
	
  Humana

  	
   

  	
  50%
  of Loss Percentage

  






 



 II-1















EXHIBIT III


ANNEX H


APPLICABLE
MARGIN


	
  

  	
   

  	
  Level 1

  	
   

  	
  Level 2

  	
   

  	
  Level 3

  	
   

  	
  Level 4

  	
   

  	
  Level 5

  	
   

  	
  Level 6

  	
   

  	
  Level 7

  
	
  Senior Unsecured Rating for the Parent

  	
   

  	
  BBB- / Baa3 or above

  	
   

  	
  BB+ / Ba1

  	
   

  	
  BB / Ba2

  	
   

  	
  BB- / Ba3

  	
   

  	
  B+ / B1 to B- / B3

  	
   

  	
  Caa1 / CCC+

  	
   

  	
  Below Caa1 / CCC+

  
	
  Applicable Margin (p.a.)

  	
   

  	
  1.25 %

  	
   

  	
  1.50 %

  	
   

  	
  1.50 %

  	
   

  	
  1.75 %

  	
   

  	
  1.75 %

  	
   

  	
  1.75 %

  	
   

  	
  1.75%

  



For the purposes of establishing the Applicable Margin
hereunder, in the event that (a) the Parent’s Senior Unsecured Debt Rating
by S&P and Moody’s fall within different Levels, the Level corresponding to
the lower of the two Senior Unsecured Debt Ratings shall apply, and (b) a
Debt Rating is not available from either or both of S&P and Moody’s, then
Level 7 shall apply.


Notwithstanding
the above, if the Applicable Margin or equivalent amount payable to the Lenders
under the Credit Agreement is increased at any time, then the Applicable Margin
payable hereunder shall be increased by a similar amount.


 



 III-1