Exhibit 10.1

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 21, 2013 (this “Restatement Agreement”), relating to the Credit Agreement dated as of June 27, 2001, as amended and restated as of June 5, 2009 (as further amended, supplemented or otherwise modified and in effect immediately prior to the Restatement Effective Date, the “Original Credit Agreement”), among Rite Aid Corporation, a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Citicorp North America, Inc., as administrative agent and collateral processing agent (in such capacities, the “Administrative Agent”).

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 Restated Credit Agreement (as defined below).  The rules of construction specified in Section 1.03 of the Original Credit Agreement also apply to this Restatement Agreement.

B.  On the Restatement Effective Date (as defined below), the Borrower intends to (a) incur additional Term Loans in an aggregate principal amount of $1,161,000,000 (the “Tranche 6 Term Loans”) to be made available to the Borrower by the lenders listed on Annex I hereto (the “Tranche 6 Term Lenders”) and (b) obtain new Revolving Commitments in an aggregate amount of $1,795,000,000 from the lenders listed on Annex II hereto (the “New Revolving Lenders” and, together with the Tranche 6 Term Lenders, the “New Lenders”).

C.  On the Restatement Effective Date, the Borrower will (a) terminate all Revolving Commitments in effect immediately prior to the Restatement Effective Date (the “Existing Revolving Commitments”), (b) utilize the proceeds of the Tranche 6 Term Loans and proceeds from new Revolving Loans made on the Restatement Effective Date pursuant to the New Revolving Commitments (as defined below) to repay all outstanding Tranche 2 Term Loans, in an aggregate principal amount of approximately $1,039,000,000, repay all outstanding Tranche 5 Term Loans, in an aggregate principal amount of approximately $331,700,000, repay all Revolving Loans, if any, outstanding immediately prior to the Restatement Effective Date (the “Existing Revolving Loans”) and consummate the repurchase of its 9.750% Notes (as defined below) pursuant to the offer to purchase and consent solicitation statement dated January 31, 2013 and (c) irrevocably call for redemption all 9.750% Notes that remain outstanding subsequent to such repurchase and deposit the redemption payment in respect thereof with the trustee under the indenture for the 9.750% Notes.  The aggregate principal amount of the Tranche 6 Term Loans and $1,384,700,000 of the new Revolving Commitments (the “Refinancing Revolving Commitments”, the portion of the new Revolving Commitments in excess of the Refinancing Revolving Commitments, the “Incremental Revolving Commitments” and, together, the “New Revolving Commitments”) are being incurred and obtained pursuant to Section 6.01(c) of the Original Credit Agreement as

Refinancing Indebtedness in respect of the Tranche 2 Term Loans, the Tranche 5 Term Loans and the Existing Revolving Commitments.

D.  The Borrower has also requested that, immediately following the consummation of the refinancing transactions referred to above on the Restatement Effective Date, the Original Credit Agreement be amended and restated (the “Amendment and Restatement”) in the form of Exhibit A to this Restatement Agreement (the Original Credit Agreement, as so amended and restated, the “Restated Credit Agreement”, and the Original Credit Agreement and Restated Credit Agreement being referred to collectively as the “Credit Agreement”).

E.  The New Lenders (constituting the Required Lenders under the Original Credit Agreement) and the Administrative Agent are willing, on the terms and subject to the conditions set forth in this Restatement Agreement, to effect the Amendment and Restatement immediately following the completion of the refinancing transactions referred to in the foregoing recitals.

AGREEMENTS

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Subsidiary Loan Parties, the Tranche 6 Term Lenders, the New Revolving Lenders and the Administrative Agent hereby agree as follows:

ARTICLE I

Refinancing Transactions; Amendment and Restatement

SECTION 1.1.  Tranche 6 Term Commitments.  (a)  Pursuant to Section 6.01(c) of the Original Credit Agreement, effective as of the Restatement Effective Date, for all purposes of the Senior Loan Documents, (i) the Tranche 6 Term Commitments (as defined below), the Tranche 6 Term Loans and the Tranche 6 Term Borrowings shall constitute “Other Term Commitments”, “Other Term Loans” and “Other Term Borrowings”, respectively, and (ii) each Tranche 6 Term Lender shall become an “Additional Lender” and a “Lender” (if such Tranche 6 Term Lender is not already a Lender prior to the effectiveness of this Restatement Agreement).

(b)  Subject to the terms and conditions set forth herein, each Tranche 6 Term Lender agrees to make a Tranche 6 Term Loan to the Borrower on the Restatement Effective Date in a principal amount not exceeding such Tranche 6 Term Lender’s Tranche 6 Term Commitment, and fund the principal amount of such Tranche 6 Term Loan in accordance with Section 2.06 of the Restated Credit Agreement.  A Person shall become a Tranche 6 Term Lender and a Lender under the Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Restatement Effective Date, a signature page to this Restatement Agreement as a “Tranche 6 Term Lender”.  The “Tranche 6 Term Commitment” of any Tranche 6 Term Lender will be the amount of Tranche 6 Term Loans that such Person commits to make, as set forth on Annex I hereto.

The commitments of the Tranche 6 Term Lenders are several and no Tranche 6 Term Lender shall be responsible for any other Tranche 6 Term Lender’s failure to make Tranche 6 Term Loans.

SECTION 1.2.  Revolving Commitments.  (a)  Subject to the terms and conditions set forth herein, effective as of the Restatement Effective Date, the Existing Revolving Commitments will be terminated pursuant to Section 2.08(b) of the Credit Agreement; provided, however, that the foregoing shall not affect (i) the LC Commitment of any Issuing Bank under the Original Credit Agreement or (ii) the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.04 of the Original Credit Agreement, in each case as in effect immediately prior to the effectiveness of the Restated Credit Agreement.

(b)  Subject to the terms and conditions set forth herein, on the Restatement Effective Date, simultaneously with the termination of the Revolving Commitments pursuant to clause (a) above, (i) each Lender that has executed and delivered to the Administrative Agent, on or prior to the Restatement Effective Date, a signature page to this Restatement Agreement as a “New Revolving Lender” shall become or continue to be, as applicable, a “Revolving Lender” and a “Lender” under the Credit Agreement and (ii) the “Revolving Commitment” of each New Revolving Lender will be the amount of the commitment set forth with respect to such New Revolving Lender on Annex II hereto.  The New Revolving Commitments of the New Revolving Lenders are several and no New Revolving Lender shall be responsible for any other New Revolving Lender’s failure to make Revolving Loans.

(c)  For all purposes of the Senior Loan Documents, (i) the New Revolving Commitment of each New Revolving Lender, and the Loans made by each New Revolving Lender pursuant to such Revolving Commitments, shall constitute a “Revolving Commitment” and “Revolving Loans”, respectively, under the Credit Agreement and (ii) all Letters of Credit outstanding immediately prior to the Restatement Effective Date shall continue to be Letters of Credit issued pursuant to the Original Credit Agreement and, following the Amendment and Restatement, the Restated Credit Agreement.

(d)  For purposes hereof, the Refinancing Revolving Commitments will become effective on the Restatement Effective Date simultaneously with the termination of the Existing Revolving Commitments and the repayment of the outstanding Tranche 2 Term Loans, Tranche 5 Term Loans and any Existing Revolving Loans.  By its signature to this Restatement Agreement, each of the Tranche 6 Term Lenders and each of the New Revolving Lenders (but only in respect of its Refinancing Revolving Commitments), collectively constituting the Supermajority Lenders at such time, hereby approve the Incremental Revolving Commitments as Revolving Commitments under the Credit Agreement, effective immediately after such termination and repayment.

SECTION 1.3.  Amendment and Restatement of Original Credit Agreement.  On the Restatement Effective Date, immediately following the completion of the transactions provided for in Sections 1.1 and 1.2, the Original Credit Agreement, as

previously amended pursuant to Sections 1.1 and 1.2, shall be further amended and restated in its entirety in the form of Exhibit A hereto.  All schedules and exhibits to the Original Credit Agreement, and the Definitions Annex, in each case in the forms thereof immediately prior to the 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 B to this Restatement Agreement.

SECTION 1.4.  Conditions to Tranche 6 Term Commitments and New Revolving Commitments.  The obligations of each Tranche 6 Term Lender to make Tranche 6 Term Loans pursuant to Section 1.1(b) above, the termination of the Existing Revolving Commitments pursuant to Section 1.2(a) above and the effectiveness of the New Revolving Commitments pursuant to Section 1.2(b) and 1.2(c) above, in each case on the Restatement Effective Date, are subject to the satisfaction of the following conditions:

(a)  After giving effect to (i) the borrowing of the Tranche 6 Term Loans and (ii) the effectiveness and the borrowing (if any) of Revolving Loans under the New Revolving Commitments on the Restatement Effective Date, the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 of the Original Credit Agreement shall be satisfied on and as of the Restatement Effective Date, and the New Lenders shall have received a certificate of a Financial Officer dated the Restatement Effective Date to such effect.

(b)  The Collateral and Guarantee Requirement shall be satisfied.

(c)  The Administrative Agent shall have received a favorable legal opinion of each of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Borrower and (ii) Marc Strassler, General Counsel of the Borrower, in each case addressed to the Administrative Agent and the Lenders under the Credit Agreement, including the New Lenders, and dated the Restatement Effective Date, in substantially the forms thereof delivered in connection with Refinancing Amendment No. 4, dated as of March 3, 2011, to the Original Credit Agreement, modified, however, to address the Tranche 6 Term Loans, the New Revolving Commitments, the Amendment and Restatement and this Restatement Agreement, and covering such other matters relating to the Loan Parties, the other Senior Loan Documents, the Senior Collateral and the transactions contemplated hereby to occur on the Restatement Effective Date as the Administrative Agent may reasonably request, and otherwise reasonably satisfactory to the Administrative Agent.  The Borrower hereby requests such counsel to deliver such opinions.

(d)  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 this Restatement Agreement and the other

documents contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent.

(e)  The Administrative Agent shall have received a borrowing request in a form reasonably acceptable to the Administrative Agent requesting that the Tranche 6 Term Lenders make the Tranche 6 Term Loans and the New Revolving Lenders make the Revolving Loans (if any) to be made to the Borrower, in each case on the Restatement Effective Date.

(f)  After giving effect to the borrowing of the Tranche 6 Term Loans and the Revolving Loans (if any) on the Restatement Effective Date, the Borrowing Base Amount on the Restatement Effective Date shall be no less than the sum of (A) the aggregate principal amount of Loans outstanding on the Restatement Effective Date, (B) the LC Exposure on the Restatement Effective Date and (C) the aggregate principal amount of Additional Senior Debt outstanding on the Restatement Effective Date.  The Administrative Agent shall have received a completed Borrowing Base Certificate dated the Restatement Effective Date and signed by a Financial Officer of the Borrower.

(g)  The conditions to effectiveness of this Restatement Agreement set forth in Section 1.5 hereof shall have been satisfied.

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

(i)  The Average Revolver Availability shall be no less than $500,000,000 on the Restatement Effective Date, after giving effect to the transactions to be consummated on such date.

(j)  The principal of and accrued and unpaid interest on all outstanding 9.750% Notes due 2016 (the “9.750%  Notes”) shall have been (or substantially simultaneously with the effectiveness of this Restatement Agreement shall be) repaid, repurchased or satisfied and discharged, and the Administrative Agent shall have received evidence reasonably satisfactory to it of such payment or call for redemption (which may include the deposit of the redemption payment with the trustee for the 9.750% Notes to satisfy and discharge the 9.750% Notes pursuant to their terms).

SECTION 1.5.  Amendment and Restatement Effectiveness.  The Amendment and Restatement shall become effective as of the first date (the “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 Tranche 6 Term Lender, (iii) each New Revolving Lender and (iv) the Administrative Agent.

(b)  The conditions set forth in Section 1.4 hereof shall have been satisfied.

(c)  The Borrower shall have obtained New Revolving Commitments in an aggregate amount of $1,795,000,000.  The aggregate amount of Tranche 6 Term Commitments shall not exceed $1,161,000,000.

(d)  The principal of and accrued and unpaid interest on all outstanding (i) Tranche 2 Term Loans, (ii) Tranche 5 Term Loans and (iii) Revolving Loans, Swingline Loans and LC Disbursements, and all accrued and unpaid fees payable pursuant to Section 2.12(a) or (b) of the Original Credit Agreement, in each case as of the Restatement Effective Date, and all amounts owed in respect of such prepayments pursuant to Section 2.16 of the Original Credit Agreement, shall have been (or substantially simultaneously with the effectiveness of this Restatement Agreement shall be) paid in full, and the Administrative Agent shall have received evidence reasonably satisfactory to it of such payment.

(e)  To the extent invoiced prior to the Restatement Effective Date, the Administrative Agent shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Restatement Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Borrowing Base Agents.

(f)  To the extent invoiced prior to the Restatement Effective Date, the Administrative Agent shall have received, for the account of the Tranche 6 Term Lenders and the New Revolving Lenders, payment of all fees owed to such Tranche 6 Term Lenders and New Revolving Lenders by the Borrower on the Restatement Effective Date in connection with this Restatement Agreement and the transactions contemplated hereby.

(g)  To the extent invoiced prior to the Restatement Effective Date, the Arrangers shall have received the payments and reimbursements referred to in Section 2.4.

(h)  At least 3 Business Days prior to the Restatement Effective Date, the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act.

The Administrative Agent shall notify the Borrower, the Tranche 6 Term Lenders, the New Revolving Lenders and the other Lenders of the Restatement Effective Date and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the amendments effected hereby shall not become effective, and the obligations of the Tranche 6 Term Lenders hereunder to make the Tranche 6 Term Loans and the New Revolving Lenders hereunder to provide the New Revolving Commitments will automatically terminate, if each of the conditions set forth or referred to in Sections 1.4

and 1.5 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on February 21, 2013.

ARTICLE II

Miscellaneous

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

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

(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 Restatement Effective Date, with the same effect as though made on and as of the Restatement Effective Date (except to the extent any such representations or 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 2.2.  Effect of Amendment.  (a)  Except as expressly set forth herein, this Restatement Agreement 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 Restatement Agreement 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 Restatement Effective Date, each reference in the Original Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Original Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Senior Loan Document shall be deemed a reference to the Restated Credit Agreement.  This Restatement Agreement 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 2.3.  Governing Law.  This Restatement Agreement shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 2.4.  Costs and Expenses; Fees.  The Borrower agrees to (a) reimburse the Administrative Agent in respect of this Restatement Agreement for its reasonable out-of-pocket expenses in connection with this Restatement Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and (b) pay the fees and expenses referred to in those certain commitment and fee letters between the Borrower and the Persons designated as “Arrangers” therein, in each case dated January 31, 2013, in accordance with the terms and conditions thereof.

SECTION 2.5.  Counterparts.  This Restatement Agreement 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 Restatement Agreement by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof.

SECTION 2.6.  Severability.  Any provision of this Restatement 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 2.7.  Headings.  The headings of this Restatement Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

Annex I

Tranche 6 Term Loans

Annex II

New Revolving Commitments

Exhibit A

[Form of Restated Credit Agreement]

Exhibit A

CREDIT AGREEMENT

dated as of June 27, 2001,

as amended and restated as of February 21, 2013,

AMONG

RITE AID CORPORATION,

THE LENDERS PARTY HERETO,

CITICORP NORTH AMERICA, INC.,
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,

WELLS FARGO BANK, N.A.,

AS SYNDICATION AGENT,

BANK OF AMERICA, N.A.,

AS CO-DOCUMENTATION AGENT,

GENERAL ELECTRIC CAPITAL CORPORATION,

AS CO-DOCUMENTATION AGENT,

GOLDMAN SACHS BANK USA,

AS CO-DOCUMENTATION AGENT,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

AS CO-DOCUMENTATION AGENT

WELLS FARGO BANK, N.A.
WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunning Managers,

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arranger and Joint Bookrunning Manager,

[CS&M Ref. No. 8500-406]

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CREDIT AGREEMENT dated as of June 27, 2001, as amended and restated as of February 21, 2013 (this “Agreement”), among RITE AID CORPORATION, a Delaware corporation, the LENDERS party hereto and CITICORP NORTH AMERICA, INC. as Administrative Agent and Collateral 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), 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.

Pursuant to the 2013 Amendment and Restatement Agreement, on the 2013 Restatement Effective Date, (i) the Tranche 6 Term Lenders made Tranche 6 Term Loans in an aggregate principal amount of $1,161,000,000, (ii) the then existing Revolving Commitments were refinanced, increased and replaced with Revolving Commitments of Revolving Lenders in an aggregate amount of $1,795,000,000, (iii) the outstanding Tranche 2 Term Loans were repaid in full and (iv) the outstanding Tranche 5 Term Loans were repaid in full.

In accordance with the 2013 Amendment and Restatement Agreement, and effective immediately after consummation of the transactions referred to in the preceding recital, the parties hereto desire to amend and restate the Original (Second) Restated Agreement in the form of this Agreement.

The proceeds of Revolving Loans and Swingline Loans made on or after the 2013 Restatement Effective Date will be used for general corporate purposes, including the financing of Optional Debt Repurchases, the refinancing of the Tranche 2 Term Loans on the 2013 Restatement Effective Date, the refinancing of the Tranche 5 Term Loans on the 2013 Restatement Effective Date, the repurchase or repayment of the Borrower’s 9.75% senior secured notes due 2016,  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.

“2009 Amendment and Restatement Agreement” means the Amendment and Restatement Agreement dated as of June 5, 2009, among Rite Aid, the Subsidiary Loan Parties, the Senior Lenders party thereto and the Administrative Agent.

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

“2013 Amendment and Restatement Agreement” means the Amendment and Restatement Agreement dated as of February 21, 2013, among Rite Aid, the Subsidiary Loan Parties, the Senior Lenders party thereto and the Administrative Agent.

“2013 Restatement Effective Date” means February 21, 2013, which is the date on which the amendment and restatement of the Original (Second) Restated Credit Agreement pursuant to the 2013 Amendment and Restatement Agreement became effective pursuant to its terms.

“2015 8.5% Convertible Note Indenture” means the Senior Debt Securities Indenture dated as of May 29, 2008, as supplemented by the First Supplemental Indenture dated as of May 29, 2008, between the Borrower and The Bank of New York Trust Company, N.A., as trustee, relating to the 2015 8.5% Convertible Notes.

“2015 8.5% Convertible Notes” means the 8.5% Convertible Notes of the Borrower due 2015 issued pursuant to the 2015 8.5% Convertible Note Indenture.

“2016 10.375% Note Indenture” means the Indenture dated as of July 9, 2008, among Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 2016 10.375% Notes.

“2016 10.375% Notes” means the 10.375% Senior Secured Notes of the Borrower due 2016 issued pursuant to the 2016 10.375% Note Indenture, and the Guarantees thereof by the Subsidiary Guarantors.

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“2017 7.5% Note Indenture” means the Indenture dated as of February 21, 2007, among Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 2017 7.5% Notes.

“2017 7.5% Notes” means the 7.5% Senior Secured Notes of the Borrower due 2017 issued pursuant to the 2017 7.5% Note Indenture, and the Guarantees thereof by the Subsidiary Guarantors.

“2017 9.50% Note Indenture” means the Amended and Restated Indenture dated as of June 4, 2007, among Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 2017 9.50% Notes.

“2017 9.50% Notes” means the 9.50% Senior Notes due 2017 issued pursuant to the 2017 9.50% Note Indenture, and the Guarantees thereof by the Subsidiary Guarantors.

“2020 8.00% Notes” means the Borrower’s 8.00% Senior Secured Notes due 2020 issued under the indenture dated as of August 16, 2010, among the Borrower, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.

“2003 9.25% Note Indenture” means the Indenture dated as of May 20, 2003, between Rite Aid and BNY Midwest Trust Company, as Trustee, relating to the 9.25% Notes of the Borrower due 2013 and any notes issued in exchange therefor.

“2020 9.25% Notes” means the Borrower’s 9.25% Senior Notes due 2020, issued under the indenture dated as of February 27, 2012, among Rite Aid, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.

“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.

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“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.

“Additional Senior Debt” means any Indebtedness of Rite Aid (other than Indebtedness constituting Senior Loan Obligations) Guaranteed by the Subsidiary Guarantors pursuant to the Senior Subsidiary Guarantee Agreement (and not Guaranteed by any other Subsidiary) with such Guarantees secured by the Senior Collateral on a pari passu basis (but without regard to control of remedies) with the Senior Loan Obligations (and not secured by Liens on any other assets of Rite Aid or any Subsidiary); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and Guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) the Representative for the holders of such Indebtedness shall have become party to (A) the Collateral Trust and Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.12 thereof and (B) the Senior Lien Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 5.02(c) thereof, provided further that, if such Indebtedness will be the initial Additional Senior Debt incurred by Rite Aid, then the Subsidiary Guarantors, the Senior Collateral Agent and the Representative for such Indebtedness shall have executed and delivered the Senior Lien Intercreditor Agreement.  Additional Senior Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Subsidiary Guarantors pursuant to the Senior Subsidiary Guarantee Agreement issued in exchange thereof.

“Additional Senior Debt Documents” means, with respect to any series, issue or class of Additional Senior Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Senior Collateral Documents.

“Additional Senior Debt Facility” means each indenture or other governing agreement with respect to any Additional Senior Debt.

“Additional Senior Debt Obligations” means, with respect to any series, issue or class of Additional Senior Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Proceeding, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Additional Senior Debt, (b) all other amounts payable to the related Additional Senior Debt Parties under the related Additional Senior Debt Documents and (c) any renewals or extensions of the foregoing.

“Additional Senior Debt Parties” means, with respect to any series, issue or class of Additional Senior Debt, the holders of such Indebtedness, any trustee or agent therefor under any related Additional Senior Debt Documents and the beneficiaries of each indemnification obligation undertaken by Rite Aid or any Obligor under any related Additional Senior Debt Documents, but shall not include the Obligors or any Controlled

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Affiliates thereof (unless such Obligor or Controlled Affiliate is a holder of such Indebtedness, a trustee or agent therefor or beneficiary of such an indemnification obligation named as such in an Additional Senior Debt Document).

“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).

“Affiliate” means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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

“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 greatest of (a) the Citibank Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate that would be applicable to a Eurodollar Loan with an Interest Period of one month commencing on such day plus 1.00% ; provided, however, that solely for purposes of calculating interest in respect of any Tranche 6 Term Loan that is an ABR Loan, the Alternate Base Rate will be deemed to be 2.00% per annum on any day when the Alternate Base Rate would otherwise be less than 2.00% 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.

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“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) [intentionally omitted], (b) with respect to any ABR Tranche 6 Term Loan, a rate per annum of 2.00% and, with respect to any Eurodollar Tranche 6 Term Loan, a rate per annum of 3.00%, (c) with respect to any ABR Loan (other than a Tranche 6 Term Loan, an Other Revolving Loan or an Other Term Loan) or Eurodollar Loan (other than a Tranche 6 Term Loan an Other Revolving Loan or an Other Term Loan), as the case may be, (i) from the 2013 Restatement Effective Date through May 31, 2013, (A) 1.50% in the case of any ABR Loan and 2.50% in the case of any Eurodollar Loan and (ii) thereafter, 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, (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 and (e) with respect to the commitment fees payable hereunder, (i) from the 2013 Restatement Effective Date through May 31, 2013, 0.50% and (ii) thereafter, the applicable rate per annum set forth below (expressed in basis points) under the caption “Commitment Fee Rate”, based upon the Average Revolver Availability determined as of the most recent Adjustment Date:

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“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.

“Asset Sale” means any sale, lease, assignment, transfer or other disposition (including pursuant to a Sale and Leaseback Transaction) of any property or asset (whether now owned or hereafter acquired, whether in one transaction or a series of transactions and whether by way of merger or otherwise) of the Borrower or any Subsidiary (including of any Equity Interest in a Subsidiary).

“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.

“Attributable Debt” means, as to any particular Capital Lease or Sale and Leaseback Transaction under which the Borrower or any Subsidiary is at the time liable, as of any date as of which the amount thereof is to be determined (a) in the case of a transaction involving a Capital Lease, the amount as of such date of Capital Lease Obligations with respect thereto and (b) in the case of a Sale and Leaseback Transaction not involving a Capital Lease, the then present value of the minimum rental obligations under such Sale and Leaseback Transaction during the remaining term thereof (after giving effect to any extensions at the option of the lessor) computed by discounting the rental payments at the actual interest factor included in such payments or, if such interest factor cannot be readily determined, at the rate per annum that would be applicable to a Capital Lease of the Borrower having similar payment terms.  The amount of any rental payment required to be made under any such Sale and Leaseback Transaction not involving a Capital Lease may exclude amounts required to be paid by the lessee on account of maintenance and repairs, insurance, taxes, assessments, utilities, operating and labor costs and similar charges, whether or not characterized as rent.  Any determination

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of any rate implicit in the terms of a Capital Lease or a lease in a Sale and Leaseback Transaction not involving a Capital Lease made in accordance with generally accepted financial practices by the Borrower shall be binding and conclusive absent manifest error.

“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.

“Bankruptcy Event” means, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided, however, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.

“Bankruptcy Proceeding” means any proceeding under Title 11 of the U.S. Code or any other Federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Basket Asset Sale” means any sale, transfer or disposition (including a Sale and Leaseback Transaction not involving any Mortgaged Property) of office locations, Stores or other personal or real property (including any improvements thereon), whether or not constituting Mortgaged Property, or leasehold interest therein for fair value in the ordinary course of business consistent with past practice and not inconsistent with the business plan delivered to the Senior Lenders prior to the Original Restatement Effective Date; provided, however, that (a) the aggregate consideration received therefor (including the fair market value of any non-cash consideration) shall not exceed $200,000,000 in any fiscal year of Rite Aid (calculated without regard to Sale and Leaseback Transactions permitted by Section 6.01(ix), (xiv) and (xv) of the Senior Credit Agreement) and (b) except with respect to any net consideration received from any sale, transfer or disposition to a third Person 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 Person of Stores, leases and prescription files of a substantially equivalent value, at least 75% of such consideration shall consist of cash.

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“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 Bank, N.A. (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 (including under Section 5.08(b)) 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.

“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) 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;

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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 30% of the Borrowing Base Amount .

The Borrowing Base Amount shall be computed (i) monthly with respect to Eligible Accounts Receivable, Eligible Inventory and Eligible Credit Card Accounts Receivable and (ii) annually with respect to Eligible Script Lists (or, in any fiscal year in which a second appraisal is conducted pursuant Section 5.08(b)(iii), twice per year), 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.

“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

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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.

“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks in New York City or Chicago, Illinois are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Lease” means any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which, in accordance with GAAP, should be capitalized on the lessee’s balance sheet.

“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.

“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.

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

“Casualty/Condemnation” means any event that gives rise to Casualty/ Condemnation Proceeds.

“Casualty/Condemnation Proceeds” means:

(a) any insurance proceeds under any insurance policies or otherwise with respect to any casualty or other insured damage to any properties or assets of the Borrower or the Subsidiaries; and

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(b) any proceeds received by the Borrower or any Subsidiary in connection with any action or proceeding for the taking of any properties or assets of the Borrower or the Subsidiaries, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any similar public improvement or condemnation proceeding;

minus, in each case (i) any fees, commissions and expenses (including the costs of adjustment and condemnation proceedings) and other costs paid or incurred by the Borrower or any Subsidiary in connection therewith, (ii) the amount of income taxes reasonably estimated to be payable as a result of any gain recognized in connection with the receipt of such payment or proceeds and (iii) the amount of any Indebtedness (or Attributable Debt), other than the Senior Obligations, together with premium or penalty, if any, and interest thereon (or comparable obligations in respect of Attributable Debt), that is secured by a Lien on (or if Attributable Debt, the lease of) the properties or assets in question and that has priority over both the Senior Lien and the Second Priority Lien, that is required to be repaid as a result of the receipt by the Borrower or a Subsidiary of such payments or proceeds; provided, however, that no such proceeds shall constitute Casualty/Condemnation Proceeds to the extent that such proceeds are (A) reinvested in other like fixed or capital assets within 270 days of the Casualty/Condemnation that gave rise to such proceeds or (B) committed to be reinvested in other like fixed or capital assets within 270 days of such Casualty/Condemnation, with diligent pursuit of such reinvestment, and reinvested in such assets within 365 days of such Casualty/ Condemnation.

“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,

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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” means Citibank, N.A.

“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 6 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 6 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” means the Senior Collateral and the Second Priority Collateral.

“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

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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.

“Collateral Documents” means the Senior Collateral Documents and the Second Priority Collateral Documents.

“Collateral Trust and Intercreditor Agreement” means the Amended and Restated Collateral Trust and Intercreditor Agreement, dated as of June 27, 2001, as amended and restated as of May 28, 2003, as further amended and restated as of June 5, 2009 (as amended, supplemented or otherwise modified from time to time), among Rite Aid, the Subsidiary Guarantors, the Second Priority Collateral Trustee, the Senior Collateral Agent and each other Representative.

“Commitment” means the Revolving Commitments, the Other Revolving Commitments (if any), the Tranche 6 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).

“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

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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 (or excluded) 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 business conduct and practices of the former management of the Borrower, (xii) all Integration Expenses and (xiii) an amount equal to revenue deferrals during such period in respect of the Borrower’s customer loyalty card program, 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, (ii) LIFO Adjustments which increased such Consolidated Net Income and (iii) the amount of revenues recognized in such period that were added back in calculating Consolidated EBITDA in any prior period pursuant to clause (a)(xiii) above.

“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

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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, 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 or payment intangible due to any Subsidiary Loan Party from the credit card or debit card issuer in

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

“Credit Party” means the Administrative Agent, each Issuing Bank, the Swingline Lender and each other Lender.

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

“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.

“Defaulting Lender” means any Revolving Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Revolving Loans, (ii) to fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) to pay to any Credit Party any other amount required to be paid by it hereunder, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party or the Borrower made in good faith to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s or the Borrower’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

“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.

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“Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“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.

“Effective Date Indentures” mean, collectively, (a) the Indenture dated as of December 21, 1998, between Rite Aid and Harris Trust and Savings Bank, as trustee and (b) the Indenture dated as of August 1, 1993, between Rite Aid and Morgan Guaranty Trust Company of New York, as trustee.

“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 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 2013 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;

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(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;

(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

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(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 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

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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;

(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 2013 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

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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) 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;

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(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;

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

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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.

“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

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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 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

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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 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, (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) and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Existing Additional Senior Debt” means Additional Senior Debt outstanding on the 2013 Restatement Effective Date, consisting of the Borrower’s 2020 8.00% Notes.

“Existing Guaranteed Unsecured Indebtedness” means Indebtedness outstanding as of the 2013 Restatement Effective Date under the 2017 9.5% Notes and the 2020 9.25% Senior Notes.

“Existing Non-Guaranteed Indebtedness” means Indebtedness outstanding as of the 2013 Restatement Effective Date under the Borrower’s 9.25% Senior Notes due 2013, the Borrower’s 8.5% Convertible Notes due 2015,  the Borrower’s 7.7% Notes due 2027 and the Borrower’s 6.875% Notes due 2028.

“Existing Second Priority Debt” means Indebtedness outstanding as of the 2013 Restatement Effective Date under the 2017 7.5% Notes, the 2019 10.25% Notes and the Second Priority Tranche 1 Term Loans.

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“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 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, and approved in writing by, the Collateral Agent.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the Code.

“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.

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“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.

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

“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.

“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 (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

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

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working

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capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“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.

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

“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.

“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.

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

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

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness

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of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indentures” mean, collectively, the Effective Date Indentures and the Restatement Date Indentures.

“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.

“Intercompany Inventory Purchase Agreement” means the Intercompany Inventory Purchase Agreement dated as of June 12, 2000 (as amended), among the Borrower, Rite Aid Hdqtrs. Corp., the Distribution Subsidiaries named therein and the Operating Subsidiaries named therein.

“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

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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 numerically corresponding day in the last calendar month of such 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).

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“Issuing Banks” means Citibank, N.A,., Bank of America, N.A., General Electric Capital Corporation, 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 whose financial results would not be consolidated under GAAP with 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 Maturity Date, (b) the Tranche 6 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, subject to the limitation set forth in Section 2.05(a) that the aggregate amount of Letters of Credit issued by any Issuing Bank shall not exceed $125,000,000 at any time outstanding.

“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 (Second) 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.

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“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters Screen “LIBOR01” page (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 in the London interbank market 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 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 6 Term Loan that is a Eurodollar Loan, the LIBO Rate in respect of any applicable Interest Period will be deemed to be 1.00% per annum if the LIBO Rate for such Interest Period calculated pursuant to the foregoing provisions would otherwise be less than 1.00% per annum.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capital Lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“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).

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“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 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.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to its business of rating debt securities.

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

“Net Cash Proceeds” means:

(a)      with respect to any Asset Sale, an amount equal to the cash proceeds received by the Borrower or any of the Subsidiaries from or in respect of such Asset Sale (including, when received, any cash proceeds received in respect of any noncash proceeds of any Asset Sale), less the sum of

(i)  reasonable costs and expenses paid or incurred in connection with such transaction, including, without limitation, any underwriting brokerage or other customary selling commissions and reasonable legal, advisory and other fees and expenses (including title and recording expenses, associated therewith), payments of unassumed liabilities relating to the assets sold and any severance and termination costs;

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(ii) the amount of any Indebtedness (or Attributable Debt), together with premium or penalty, if any, and accrued interest thereon (or comparable obligations in respect of Attributable Debt) secured by a Lien on (or if Attributable Debt, the lease of) any asset disposed of in such Asset Sale and discharged from the proceeds thereof, but only to the extent such Lien has priority over the Senior Lien and the Second Priority Lien;

(iii) any taxes actually paid or to be payable by such Person (as estimated by a senior financial or accounting officer of the Borrower, giving effect to the overall tax position of the Borrower) in respect of such Asset Sale; and

(iv) the portion of such cash proceeds which the Borrower determines in good faith and reasonably should be reserved for post-closing adjustments, including, without limitation, indemnification payments and purchase price adjustments, provided, that on the date that all such post-closing adjustments have been determined, the amount (if any) by which the reserved amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by the Borrower or any of the Subsidiary Loan Parties shall constitute Net Cash Proceeds on such date;

(b)      with respect to the proceeds received by the Borrower or a Subsidiary from or in respect of an issuance in the public or private capital markets of long-term debt securities, of equity securities or of equity-linked (e.g., trust preferred) securities, an amount equal to the cash proceeds received by the Borrower or any of the Subsidiaries from or in respect of such issuance, less any reasonable transaction costs, including investment banking and underwriting fees, discounts and commissions and any other expenses (including legal fees and expenses) reasonably incurred by such Person in respect of such issuance;

(c)      with respect to any Securitization, an amount equal to the cash proceeds received by the Borrower or any of the Subsidiary from or in respect of such Securitization, less any reasonable transaction costs, including investment banking and underwriting fees, discounts and commissions and any other expenses (including legal fees and expenses) reasonably incurred by such Person in respect of such Securitization; and

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

“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.

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“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).

“Non-Defaulting Lender” means, at any time, any Revolving Lender that is not a Defaulting Lender at such time.

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

“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.

“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 Restatement Effective Date” means September 30, 2005.

“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.

“Original (Second) Restated Agreement” means this Agreement, including all amendments hereto and waivers hereof effective prior to the 2013 Restatement Effective Date, as in effect immediately prior to the 2013 Restatement Effective Date.

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“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 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.

“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.

“Parent Undertaking” means an agreement by the Borrower to cause a Subsidiary other than a Securitization Vehicle to perform its obligations under the

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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.