FIRST AMENDMENT AND RESTATEMENT AND WAIVER dated as of June 4, 2007 (this “Amendment”) to the Amendment and Restatement Agreement dated as of November 8, 2006 (as amended, supplemented or otherwise modified from time to time, the “Original Amendment...

Exhibit 10.2

EXECUTION VERSION

FIRST AMENDMENT AND RESTATEMENT AND WAIVER dated as of June 4, 2007 (this “Amendment”) to the Amendment and Restatement Agreement dated as of November 8, 2006 (as amended, supplemented or otherwise modified from time to time, the “Original Amendment and Restatement”) relating to the Credit Agreement dated as of June 27, 2001, as amended and restated as of September 30, 2005 (the “Original Credit Agreement”), among Rite Aid Corporation, a corporation organized under the laws of the State of Delaware (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Citicorp North America, Inc., as administrative agent and collateral processing agent (in such capacities, the “Agent”) and Bank of America, N.A., as syndication agent.

WHEREAS the Borrower, the Agent and the Required Lenders have agreed, on the terms and subject to the conditions set forth herein, to amend and restate the Original Amendment and Restatement in the manner set forth herein.

WHEREAS the Borrower may form a new wholly owned subsidiary (“Escrow Corp”) which, if formed, will (i) be the assignee of the Borrower’s rights and obligations under the Acquisition Agreement (as defined in the Original Amendment and Restatement), (ii) not be a Subsidiary Loan Party, (iii) issue notes guaranteed by certain subsidiaries of the Borrower (the “Escrow Notes”) constituting New Notes (as defined in the Second Restated Credit Agreement) and will deposit the proceeds thereof into a segregated account under the sole control of the trustee or other escrow agent (the “Escrow Account”), (iv) grant a first priority security interest in the Escrow Account for the ratable benefit of the holders of the Escrow Notes (the “Escrow Account Lien”) and (v) either (a) merge with and into the Borrower with the Borrower being the surviving entity and assuming the Escrow Notes (the “Escrow Merger”) or (b) redeem the Escrow Notes if the Acquisition is not be consummated on or before July 6, 2007 (the “Escrow Note Redemption”).

WHEREAS, if the Borrower forms the Escrow Corp, the Borrower intends to contribute to Escrow Corp (the “Escrow Contribution”) an amount equal to the difference between the gross proceeds of the Escrow Notes and the amount that is 100% of the aggregate principal amount of the Escrow Notes on July 6, 2007 plus accrued interest on the Escrow Notes to (but not including) the date on which Escrow Corp redeems the Escrow Notes (the transactions described in this and the next preceding recital and any related transactions are collectively referred to as the “Escrow Arrangements”).

NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.   Defined Terms; Interpretation.   (a) Each capitalized term defined in both the Original Credit Agreement, as amended and restated in the form set forth in Exhibit A to Annex I hereto (the “First Restated Credit Agreement”) and the First Restated Credit Agreement, as amended and restated in the form set forth in Exhibit B to Annex I hereto (the “Second Restated Credit Agreement”) and not defined herein shall have the meaning assigned to it (a) in respect of any period prior to the Second Restatement Effective Date, in the First Restated Credit Agreement and (b) in respect of any period from and after the Second Restatement Effective Date, the Second Restated Credit Agreement. Each capitalized term defined in the Second Restated Credit Agreement (and not in the First Restated Credit Agreement) and not defined herein shall have the meaning assigned to it in the Second Restated Credit Agreement.

(b)        The rules of construction specified in Section 1.03 of the Second Restated Credit Agreement also apply to this Amendment.

SECTION 2. First Amendment and Restatement to the Original Amendment and Restatement. Effective as of the First Amendment Effective Date (as defined below), the Original Amendment and Restatement is hereby amended by restating the Original Amendment and Restatement in the form of the Amendment and Restatement Agreement attached as Annex I hereto.

SECTION 3. Waiver. Effective as of the Waiver Effective Date (as defined below), the Lenders hereby waive compliance with the provisions of the Credit Agreement by the Borrower and Escrow Corp, to the extent and only to the extent, necessary to permit the consummation of the Escrow Arrangements (including permitting the Escrow Corp not to become a Subsidiary Loan Party) until the earlier of (a) the Second Restatement Effective Date, (b) July 6, 2007 and (c) the Escrow Note Redemption.

SECTION 4. Representations and Warranties. The Borrower hereby represents and warrants to the Agent and the Lenders (as defined in the First Restated Credit Agreement) that as of the First Amendment Effective Date and after giving effect hereto:

(a)        This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes 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.

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

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

SECTION 5. Effectiveness. (a) The amendment and restatement contemplated by Section 2 shall become effective as of the first date (the “First Amendment Effective Date”) on which:

(i)   The Agent shall have received counterparts hereof duly executed and delivered by each of the Borrower and the Required Lenders.

(ii)  The Agent shall have received a favorable legal opinion of each of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower and (ii) ▇▇▇▇▇▇ Sari, General Counsel of the Borrower, in each case addressed to the Agent and the Lenders and dated the First Amendment Effective Date, in substantially the forms of Exhibits J-1 and J-2 to the Original Credit Agreement, modified, however, to address this Amendment, 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 First Amendment Effective Date as the Agent may reasonably request, and otherwise reasonably satisfactory to the Agent. The Borrower hereby requests such counsel to deliver such opinions.

(iii) The Agent shall have received such documents and certificates as the Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Agent.

(iv) To the extent invoiced at least two days prior to the date hereof, the Agent shall have received payment or reimbursement of its reasonable out-of-pocket expenses in

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connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Agent.

(v)   To the extent invoiced at least two days prior to the date hereof, CGMI shall have received payment of all fees owed to them by the Borrower in connection with this Amendment and the transactions contemplated hereby.

(b)        The waiver contemplated by Section 3 shall become effective as of the first date (the “Waiver Effective Date”) on which the Agent shall have received counterparts hereof duly executed and delivered by each of the Borrower and the Required Lenders.

The Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and the Waiver Effective Date and such notice shall be conclusive and binding.

SECTION 6. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents, the Issuing Banks or the Lenders under the Original Amendment and Restatement 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 Amendment and Restatement 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 Amendment and Restatement or any other Senior Loan Document in similar or different circumstances.

(b)        On and after the First Amendment Effective Date, each reference in the Original Amendment and Restatement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import shall be deemed a reference to this Amendment. This Amendment shall constitute a “Senior Loan Document” for all purposes of the First Restated Credit Agreement, the Second Restated Credit Agreement and the other Senior Loan Documents.

SECTION 7. Expenses. The Borrower agrees to reimburse the Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Agent.

SECTION 8. Governing Law; Counterparts. (a) This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

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

SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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

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

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Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
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Amendment and Restatement Agreement

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Amendment and Restatement Agreement

AMSOUTH BANK is now REGIONS BANK

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the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

Lender signature page to
the First Amendment to the Rite Aid
Amendment and Restatement Agreement

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Amendment and Restatement Agreement

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Amendment and Restatement Agreement

Tranche 2 Lender signature page to
the First Amendment to the
Amendment and Restatement Agreement
relating to the Rite Aid Credit Agreement

Tranche 2 Lender signature page to
the First Amendment to the
Amendment and Restatement Agreement
relating to the Rite Aid Credit Agreement

ANNEX I

Amendment and Restatement Agreement

AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 8, 2006, as amended and restated as of June 4, 2007 (this “Amendment”) relating to the Credit Agreement dated as of June 27, 2001, as amended and restated as of September 30, 2005 (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 (in such capacity, the “Administrative Agent”) and collateral processing agent and Bank of America, N.A., as syndication agent.

RECITALS

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

B.         The Borrower established a senior secured term loan facility under the Original Credit Agreement in an aggregate principal amount of $145,000,000 (the “Tranche 1 Term Facility”, the term loans thereunder, “Tranche 1 Term Loans”), the proceeds of which were utilized (a) to repay Revolving Loans in an aggregate principal amount of $142,025,000, the proceeds of which were used to repay $142,025,000 aggregate principal amount of the Borrower’s 12.50% Senior Secured Notes, which matured on September 15, 2006 (the “12.50% Notes”) and (b) for general corporate purposes (including the payment of accrued interest).

C.         The Borrower and The ▇▇▇▇ ▇▇▇▇▇ Group (PJC) Inc. (the “Seller”) have entered into a Stock Purchase Agreement dated as of August 23, 2006 (the “Acquisition Agreement”), pursuant to which the Borrower intends to acquire (the “Acquisition”) all the outstanding Equity Interests in The ▇▇▇▇ ▇▇▇▇▇ Group (PJC) USA, Inc. (“JCG-USA”) or, if the Seller effects the Reorganization (as defined in the Acquisition Agreement), all the outstanding Equity Interests in JCG (PJC) USA, LLC (“JCG LLC”), which will acquire all the outstanding Equity Interests in JCG-USA in such Reorganization. For purposes of this Amendment, “Holdings” means JCG-USA or, if the Reorganization is effected, JCG LLC. Upon consummation of the Acquisition, Holdings, together with its subsidiaries, will own and operate the network of retail drugstores conducting business under the Eckerd and ▇▇▇▇▇▇ tradenames (the “Acquired Business”). On the date on which the Acquisition is consummated pursuant to the Acquisition Agreement (the “Acquisition Closing Date”), the Borrower will transfer to the Seller, in consideration of the Acquisition, (i) $2,300,000,000 in cash, subject to certain adjustments, including adjustments in respect to working capital (as adjusted, the “Cash Consideration”) and (ii) 250,000,000 shares of common stock of the Borrower.

D.         On the Acquisition Closing Date, and in order, among other things, to finance a portion of the Cash Consideration, the Borrower intends (a) to establish an additional senior secured term loan facility under the First Restated Credit Agreement (as defined below) in an aggregate principal amount of $1,105,000,000 (the “Tranche 2 Term Facility”, the term loans thereunder, “Tranche 2 Term Loans”), and (b) to (i) issue and sell, in one or more public offerings or Rule 144A/Regulation S or other private placements, one or more tranches of notes (the “New Notes”) in an aggregate principal amount (the “Notes Amount”) equal to $1,220,000,000 or (ii) to the extent the Borrower does not issue the New Notes in the Notes Amount on or prior to the Acquisition Closing Date, borrow an amount equal to the Notes Amount minus the aggregate principal amount of New Notes that are issued pursuant to the immediately preceding clause (i), from one or more lenders under a new bridge loan facility (the “Bridge Facility”). The first date following the Acquisition Closing Date on which a consolidated balance sheet of the Borrower including the assets of the Acquired Business is filed with the Securities and Exchange Commission, and on which the applicable conditions set forth in the Second Restated Credit Agreement (as defined below) are

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satisfied or waived, is referred to as the “Borrowing Base Date”. The proceeds of the Tranche 2 Term Loans will be used (a) to pay part of the consideration due to the Seller in connection with the Acquisition, (b) to pay fees and expenses (including any premiums and amendment fees) incurred in connection with the Transactions and (c) for general corporate purposes (including the payment of accrued interest).

E.         The Borrower requested that the Original Credit Agreement be amended and restated (the “First Amendment and Restatement”) substantially in the form of Exhibit A to this Amendment (the Original Credit Agreement, as so amended and restated, the “First Restated Credit Agreement”), effective as of the date on which the Tranche 1 Term Loans are made, on the terms and subject to the conditions set forth herein.

F.          The Borrower has further requested that the First Restated Credit Agreement be further amended and restated (the “Second Amendment and Restatement”) substantially in the form of Exhibit B to this Amendment (the First Restated Credit Agreement, as so amended and restated, the “Second Restated Credit Agreement”), effective as of the Acquisition Closing Date, to permit the Acquisition, to establish the Tranche 2 Term Facility, the New Notes and/or the Bridge Facility, to forgo taking a security interest in assets of the Acquired Business until the Borrowing Base Date and to effect other modifications to the First Restated Credit Agreement as contemplated hereby.

G.         The Required Lenders, the Collateral Agent and the Administrative Agent are willing, on the terms and subject to the conditions hereof, to effect the First Amendment and Restatement, and the Required Lenders (as defined in the First Restated Credit Agreement) and the Administrative Agent are willing, on the terms and subject to the conditions hereof, to effect the Second Amendment and Restatement.

AGREEMENTS

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

First Amendment and Restatement

SECTION 1.1.   First Amendment and Restatement of Credit Agreement.   (a) The Original Credit Agreement and the Definitions Annex is hereby amended and restated, effective as of the First Restatement Effective Date (as defined below), substantially in the form of the First Restated Credit Agreement attached as Exhibit A to this Amendment. The schedules to the Original Credit Agreement are amended in their entirety to read in the form of Exhibit A-1 to this Amendment (it being understood that all exhibits to the Original Credit Agreement, in the forms thereof immediately prior to the First Restatement Effective Date, shall constitute exhibits to the First Restated Credit Agreement).

(b)        The parties hereto authorize an amendment to the Collateral Trust and Intercreditor Agreement which conforms the definitions annex in the Collateral Trust and Intercreditor Agreement to the definitions contained in the First Restated Credit Agreement.

SECTION 1.2.   Tranche 1 Term Loans.   (a) Subject to the terms and conditions set forth herein, each lender under the Tranche 1 Term Facility (the “Tranche 1 Lenders”) agrees to make Tranche 1 Term Loans to the Borrower on the First Restatement Effective Date in a principal amount equal to such Tranche 1 Lender’s Tranche 1 Term Commitment. A Person shall become a Tranche 1 Lender and a party to the First Restated Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the First Restatement Effective Date, a signature page to this Amendment as a “Tranche 1 Lender” setting forth the amount of Tranche 1 Term Loans that such Person commits to make. The “Tranche 1 Term Commitment” of any Tranche 1 Lender will be the amount of such commitment set forth

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in its signature page to this Amendment or such lesser amount as is allocated to it by Citigroup Global Markets Inc. (“CGMI”) and notified to it prior to the First Restatement Effective Date. The commitments of the Tranche 1 Lenders are several and no Tranche 1 Lender shall be responsible for any other Tranche 1 Lender’s failure to make Tranche 1 Term Loans.

(b)        The obligations of each Tranche 1 Lender to make Tranche 1 Term Loans is subject to the satisfaction of the following conditions:

(i)         The conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 of the First Restated Credit Agreement shall be satisfied on and as of the First Restatement Effective Date, and the Tranche 1 Lenders shall have received a certificate of a Financial Officer, dated the First Restatement Effective Date, to such effect.

(ii)       The Collateral and Guarantee Requirement (as defined in the First Restated Credit Agreement) shall have been satisfied.

(iii)      The Administrative Agent shall have received a favorable legal opinion of each of (i) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower and (ii) ▇▇▇▇▇▇ Sari, General Counsel of the Borrower, in each case addressed to the Administrative Agent and the Lenders under the First Restated Credit Agreement and dated the First Restatement Effective Date, in substantially the forms of Exhibits J-1 and J-2 to the Original Credit Agreement, modified, however, to address the Tranche 1 Term Loans, this Amendment and the First Restated Credit 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 First 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.

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

(v)        The Lenders (as defined in the First Restated Credit Agreement) 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 U.S.A. Patriot Act.

(vi)       To the extent deemed necessary or appropriate by the Administrative Agent, each Senior Collateral Document shall have been amended to provide the benefits thereof to the Tranche 1 Term Loans and the obligations of the Loan Parties in connection therewith on the same basis as such benefits are provided to the Revolving Exposures.

(vii)     Each Loan Party that has not executed and delivered this Amendment shall have entered into a written instrument reasonably satisfactory to the Administrative Agent pursuant to which it confirms that it consents to this Amendment, and that the Senior Collateral Documents to which it is party will continue to apply in respect of the First Restated Credit Agreement and the Senior Obligations thereunder.

(viii)    The Borrowing Base Amount on the First Restatement Effective Date shall be no less than the sum of (A) the aggregate Revolving Exposures on the First Restatement Effective Date

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and (B) the aggregate principal amount of Tranche 1 Term Loans to be made on the First Restatement Effective Date. The Administrative Agent shall have received a completed Borrowing Base Certificate dated the First Restatement Effective Date and signed by a Financial Officer.

The conditions to effectiveness of the First Amendment and Restatement set forth in Section 1.3 hereof shall have been satisfied.

SECTION 1.3.   First Restatement Effectiveness.   The First Amendment and Restatement of the Original Credit Agreement effected hereby shall become effective as of the first date (the “First 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 1 Lender, (iii) the Required Lenders, (iv) the Collateral Agent and (v) the Administrative Agent. The aggregate amount of Tranche 1 Term Commitments shall not exceed $145,000,000.

(b)        The conditions to the making of the Tranche 1 Term Loans set forth in Section 1.2(b) hereof shall have been satisfied.

(c)        To the extent invoiced, the Administrative Agent shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

(d)        CGMI shall have received payment of all fees owed to them by the Borrower on the First Restatement Effective Date in connection with this Amendment and the transactions contemplated hereby.

The Administrative Agent shall notify the Borrower, the Tranche 1 Lenders and the Lenders of the First Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the First Amendment and Restatement shall not become effective, and the obligations of the Tranche 1 Lenders hereunder to make Tranche 1 Term Loans will automatically terminate, if each of the conditions set forth or referred to in Sections 1.2(b) and 1.3 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on November 15, 2006.

ARTICLE II

Second Amendment and Restatement

SECTION 2.1.   Second Amendment and Restatement of Credit Agreement.   (a) The First Restated Credit Agreement and the Definitions Annex are hereby amended and restated, effective as of the Second Restatement Effective Date (as defined below), substantially in the form of the Second Restated Credit Agreement attached as Exhibit B to this Amendment. The schedules to the First Restated Credit Agreement are amended in their entirety to read in the form of Exhibit B-1 to this Amendment (it being understood that, subject to the amendments permitted by paragraphs (b), (c) and (d) below, all exhibits to the First Restated Credit Agreement, in the forms thereof immediately prior to the Second Restatement Effective Date, shall constitute, together with the Interim Collateral Documents (as defined in the Second Restated Credit Agreement), exhibits to the Second Restated Credit Agreement).

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(b) The parties hereto authorize an amendment to the Collateral Trust and Intercreditor Agreement which conforms the definitions annex in the Collateral Trust and Intercreditor Agreement to the definitions contained in the Second Restated Credit Agreement.

(c) Effective as of the Second Restatement Effective Date, the Senior Indemnity, Subrogation and Contribution Agreement is hereby amended by replacing the first sentence in Section 12 with the following sentence: “Pursuant to Section 5.11 of the Senior Credit Agreement, certain wholly-owned Domestic Subsidiaries of the Borrower that were not in existence on the Restatement Effective Date are required to enter into the Senior Subsidiary Guarantee Agreement as Subsidiary Guarantors upon becoming a wholly-owned Domestic Subsidiary.”.

(d) The parties hereto authorize the Administrative Agent to, and the Administrative Agent may in its sole discretion, modify the Senior Collateral Documents and the schedules and the exhibits to the Second Restated Credit Agreement to correct inaccuracies or omissions in the Senior Collateral Documents and such schedules and exhibits that result from the consummation of the Transactions (as defined in the Second Restated Credit Agreement); provided that no such modification shall be material and adverse to the interests of the Loan Parties or the Lenders (as defined in the Second Restated Credit Agreement); and provided further, that, no such modification shall become effective until the lapse of five Business Days after the Agent has distributed the modified Senior Collateral Documents, schedules and exhibits to the Lenders (as defined in the Second Restated Credit Agreement) without the Required Lenders (as defined in the Second Restated Credit Agreement) having objected to such modification.

SECTION 2.2.   Tranche 2 Term Loans.   (a) Subject to the terms and conditions set forth herein and in the Second Restated Credit Agreement, each lender under the Tranche 2 Term Facility (the “Tranche 2 Lenders”) agrees to make its pro rata share of the Tranche 2 Term Loans, determined based upon such Tranche 2 Lender’s Tranche 2 Term Commitment. A Person shall become a Tranche 2 Lender and a party to the First Amendment and Restatement and Waiver of this Amendment and the Second Restated Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Second Restatement Effective Date, a signature page to the First Amendment and Restatement and Waiver of this Amendment as a “Tranche 2 Lender” setting forth the amount of Tranche 2 Term Loans that such Person commits to make. The “Tranche 2 Term Commitment” of any Tranche 2 Lender will be the amount of such commitment set forth in its signature page to the First Amendment and Restatement and Waiver of this Amendment or such lesser amount as is allocated to it by CGMI and notified to it prior to the Second Restatement Effective Date. The commitments of the Tranche 2 Lenders are several and no Tranche 2 Lender shall be responsible for any other Tranche 2 Lender’s failure to make Tranche 2 Term Loans.

(b) The obligations of each Tranche 2 Lender to make its pro rata share of the Tranche 2 Term Loans (determined based upon such Tranche 2 Lender’s Tranche 2 Term Commitment) on the Second Restatement Effective Date is subject to the satisfaction of the following conditions:

(i) The Administrative Agent shall have received a borrowing request in a form acceptable to the Administrative Agent requesting that the Tranche 2 Lenders make Tranche 2 Term Loans to the Borrower on the Second Restatement Effective Date in an aggregate principal amount equal to the Second Restatement Date Amount.

(ii) The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the making of the Tranche 2 Term Loans, in accordance in all material respects with applicable law and the Acquisition Agreement and related documentation (and no provision of the Acquisition Agreement shall have been waived, amended or otherwise modified in a manner material and adverse to the Lenders without the consent of CGMI).

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(iii) The Borrower shall have received (A) gross cash proceeds from the issuance or incurrence of Indebtedness of the New Notes, Revolving Loans or additional term loans under the Section 2.21 of the Second Restated Credit Agreement in an aggregate amount equal to the Notes Amount or (B) to the extent the Borrower does not issue the New Notes or incur the Revolving Loans or additional term loans pursuant to clause (A) in the Notes Amount on or prior to the Second Restatement Effective Date, the Notes Amount minus the aggregate principal amount of the New Notes issued and the Revolving Loans and the additional term loans incurred pursuant to clause (A), in gross cash proceeds from borrowings under the Bridge Facility.

(iv) The Borrower (A) shall have obtained requisite approval from the Investor Agents and the Program Agent under the Borrower’s receivables facility under the Receivables Financing Agreement dated as of September 21, 2004 (the “Receivables Facility”) for an amendment that will permit the consummation of the Transactions (as defined in the Second Restated Credit Agreement) without constituting a Change in Control under the Receivables Facility, will reduce the requisite availability of Revolving Loans to no more than $100,000,000 until the Borrowing Base Date and will otherwise permit the consummation of the Transactions (as defined in the Second Restated Credit Agreement) or (B) shall have obtained, or substantially simultaneously with the making of the Tranche 2 Term Loans to be made on the Second Restatement Effective Date will obtain, a new tranche of term loans (the “Receivables Incremental Term Facility”) in an aggregate principal amount of $400,000,000 under the Second Restated Credit Agreement.

(v) On the Second Restatement Effective Date, (A) all amounts owing under the 12.50% Notes, the 4.75% Convertible Notes and the 7.125% Notes will have been repaid in full, (B) Holdings will have outstanding no Indebtedness or preferred Equity Interests other than (1) its Guarantees of (w) the Second Restated Credit Agreement including, if applicable, the Receivables Incremental Term Facility, (x) the New Notes and/or the Bridge Facility, and (y) the Borrower’s 8.125% Senior Secured Notes due 2010, the Borrower’s 7.50% Senior Secured Notes due 2015, the Borrower’s 7.50% Senior Secured Notes due 2017, the Borrower’s 9.25% Senior Notes due 2013 and the Borrower’s 8.625% Senior Notes due 2015 (collectively, the “Existing Indebtedness to be Guaranteed”), (2) other Indebtedness permitted by the Second Restated Credit Agreement and (3) certain preferred Equity Interests, all of which will be owned by the Borrower, (C) the subsidiaries of Holdings will have outstanding no Indebtedness or preferred Equity Interests other than (1) their Guarantees of (x) the Second Restated Credit Agreement including, if applicable, the Receivables Incremental Term Facility, (y) the New Notes and/or the Bridge Facility and (z) the Existing Indebtedness to be Guaranteed, (2) other Indebtedness permitted by the Second Restated Credit Agreement and (3) solely if the Reorganization is consummated prior to the Second Restatement Effective Date, certain preferred Equity Interests in ▇▇▇▇ ▇▇▇▇▇ Holdings (USA) Inc., all of which will be owned by Holdings (both before and after the consummation of the Reorganization), (D) Holdings will have outstanding no common Equity Interests other than common Equity Interests owned by the Borrower and (E) the subsidiaries of Holdings will have outstanding no common Equity Interests other than common Equity Interests owned by Holdings or a direct or indirect subsidiary of Holdings.

(vi) Except as expressly contemplated by the Acquisition Agreement, since March 4, 2006, there shall not have occurred any Purchaser Material Adverse Effect (as defined in the Acquisition Agreement) or any fact, occurrence, condition, change, development, effect, circumstance or event that would, individually or in the aggregate, be reasonably likely to have or result in a Purchaser Material Adverse Effect (as defined in the Acquisition Agreement). Since August 23, 2006, there shall not have occurred or come to exist any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, has had or resulted in or would reasonably be expected to have or result in a Purchaser Material Adverse Effect (as defined in the

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Acquisition Agreement). Except as expressly contemplated by the Acquisition Agreement or as set forth in Schedule 2.10 of the Seller Disclosure Schedule (as defined in the Acquisition Agreement), since May 27, 2006, there shall not have occurred any Company Material Adverse Effect (as defined in the Acquisition Agreement) or any fact, occurrence, condition, change, development, effect, circumstance or event that would, individually or in the aggregate, be reasonably likely to have or result in a Company Material Adverse Effect (as defined in the Acquisition Agreement). Since August 23, 2006, there shall not have occurred or come to exist any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, has had or resulted in or would reasonably be expected to have or result in a Company Material Adverse Effect (as defined in the Acquisition Agreement).

(vii) There shall not be any action, suit or proceeding by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries (including Holdings or any of its subsidiaries) (A) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to have a Purchaser Material Adverse Effect (as defined in the Acquisition Agreement), (B) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to have a Company Material Adverse Effect (as defined in the Acquisition Agreement) or    (C) which would reasonably be expected to affect the legality, validity or enforceability of the Senior Loan Documents.

(viii) The Lenders (as defined in the Second Restated Credit Agreement) shall have received (A) audited consolidated balance sheets and related statements of operations, shareholders’ equity and cash flows of each of the Borrower and the Acquired Business for each of the two most recently completed fiscal years (it being understood that the audit reports for all such financial statements shall not be subject to any qualifications or limitations with respect to the scope of the audit), which financial statements for the most recently completed fiscal year shall not reflect any material and adverse inaccuracy in the financial statements previously provided to the Lenders (as defined in the Second Restated Credit Agreement) and (B) unaudited consolidated balance sheets and related statements of operations and cash flows of each of the Borrower and the Acquired Business for (1) each subsequent fiscal quarter ended at least 45 days before the Second Restatement Effective Date and (2) to the extent available (and in any event without footnotes), each fiscal month after the most recent fiscal period for which financial statements were received by the Lenders (as defined in the Second Restated Credit Agreement) as described above and ended at least 30 days before the Second Restatement Effective Date, in each case prepared in accordance with U.S. generally accepted accounting principles. In addition, the Lenders (as defined in the Second Restated Credit Agreement) shall have received a pro forma consolidated balance sheet of the Borrower as of the date of the most recent balance sheets delivered pursuant to clauses (A) and (B)(1) above, giving pro forma effect to the Transactions (as defined in the Second Restated Credit Agreement), which shall not reflect any material and adverse inaccuracy in the financial statements previously provided to the Lenders (as defined in the Second Restated Credit Agreement).

(ix) The Lenders (as defined in the Second Restated Credit Agreement) shall have received consolidated financial projections for the Borrower and its subsidiaries (including Holdings and its subsidiaries) for the five-year period ending February 28, 2012, in form and substance reasonably satisfactory to the Lenders (as defined in the Second Restated Credit Agreement).

(x) All requisite Governmental Authorities and other third Persons shall have approved or consented to the transactions contemplated hereby to the extent required and material, all applicable material waiting or appeal periods (including any extensions thereof) shall have expired and there shall be no governmental or judicial action, actual or threatened, that could reasonably be

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expected to restrain, prevent or impose materially burdensome conditions on the transactions contemplated hereby.

(xi) The Collateral and Guarantee Requirement (as defined in the Second Restated Credit Agreement) and the Interim Collateral and Guarantee Requirement (as defined in the Second Restated Credit Agreement) shall have been satisfied and the Administrative Agent shall have received (A) a completed Perfection Certificate dated the Second Restatement Effective Date and signed by an executive officer of the Borrower or a Financial Officer, together with all attachments contemplated    thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties and Holdings and its subsidiaries in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 6.02 of the Second Restated Credit Agreement or have been released and (B) evidence that the concentration account arrangements contemplated by the Senior Collateral Documents shall be in full force and effect.

(xii) Intentionally omitted.

(xiii) The Administrative Agent shall have received reasonably satisfactory evidence that the insurance required by Section 5.07 of the Second Restated Credit Agreement is in effect.

(xiv) The Lenders (as defined in the Second Restated Credit Agreement) 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 U.S.A. Patriot Act.

(xv) The Administrative Agent shall have received a favorable legal opinion of each of (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Borrower and (B) ▇▇▇▇▇▇ Sari, General Counsel of the Borrower, in each case addressed to the Administrative Agent and the Lenders under the Second Restated Credit Agreement and dated the Second Restatement Effective Date, in substantially the forms of Exhibits J-1 and J-2 to the Original Credit Agreement, modified, however, to address the Loans (as defined in the Second Restated Credit Agreement), this Amendment and the Second Restated Credit 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 Second 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.

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

(xvii) To the extent deemed necessary or appropriate by the Administrative Agent, each Senior Collateral Document shall have been amended to provide the benefits thereof to the Tranche 2 Term Loans and the obligations of the Loan Parties in  connection therewith on the same basis as such benefits are provided to the Revolving Exposures and the Tranche 1 Term Loans.

(xviii) Each Loan Party that has not executed and delivered this Amendment shall have entered into a written instrument reasonably satisfactory to the Administrative Agent pursuant to

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which it confirms that it consents to this Amendment, and that the Senior Collateral Documents to which it is party will continue to apply in respect of the Second Restated Credit Agreement and the Senior Obligations thereunder.

(xix) The Borrowing Base Amount on the Second Restatement Effective Date shall be no less than the sum of (A) the aggregate principal amount of Loans (as defined in the First Restated Credit Agreement) outstanding on the Second Restatement Effective Date and (B) the LC Exposure on the Second Restatement Effective Date. The Administrative Agent shall have received a completed Borrowing Base Certificate dated the Second Restatement Effective Date and signed by a Financial Officer.

(xx) After giving effect to the Acquisition and the borrowing of the Tranche 2 Term Loans to be made on the Second Restatement Effective Date, the Estimated Borrowing Base Amount (as defined in the Second Restated Credit Agreement) on the Second Restatement Effective Date shall be no less than the sum of (A) the aggregate principal amount of Loans (as defined in the Second Restated Credit Agreement) outstanding on the Second Restatement Effective Date and (B) the LC Exposure on the Second Restatement Effective Date.

(xxi) The Administrative Agent shall have received such valuations and appraisals of the assets of the Acquired Business that will compose the Borrowing Base from Hilco Appraisal Services, LLC, ▇▇▇▇▇▇▇▇ & Associates or any other valuation or appraisal firm reasonably satisfactory to the Administrative Agent, which valuations and appraisals shall be reasonably satisfactory to the Administrative Agent.

(xxii) The Administrative Agent shall have completed a field examination of the assets of the Acquired Business that will compose the Borrowing Base, the results of which shall be reasonably satisfactory to the ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇.

SECTION 2.3.   Second Restatement Effectiveness.   The Second Amendment and Restatement of the First Restated Credit Agreement effected hereby shall become effective as of the first date (the “Second 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 2 Lender, (iii) the Required Lenders (as defined in the First Restated Credit Agreement) and (iv) the Administrative Agent. The aggregate amount of Tranche 2 Term Commitments shall not exceed $1,105,000,000.

(b) The Administrative Agent (or its counsel) shall have received duly executed counterparts of the Interim Collateral Documents (in each case as defined in the Second Restated Credit Agreement) that, when taken together, bear the signatures of each party thereto.

(c) The conditions to the making of the Tranche 2 Term Loans on the Second Restatement Effective Date set forth in Section 2.2(b) hereof shall have been satisfied.

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

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

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The Administrative Agent shall notify the Borrower, the Tranche 2 Lenders and the Lenders (as defined in the First Restated Credit Agreement) of the Second Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Second Amendment and Restatement shall not become effective, and the obligations of the Tranche 2 Lenders hereunder to make Tranche 2 Term Loans will automatically terminate, if each of the conditions set forth or referred to in Sections 2.2(b) and 2.3 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on the Outside Date (as defined in the Acquisition Agreement).

SECTION 2.4.   Additional Amendments.   (a) clause (i) of the proviso in the definition of “Borrowing Base Amount” in Section 1.01 of the Second Restated Credit Agreement is amended to replace the amount “$500,000,000” with the amount “$800,000,000”.

(b) The amendments effected by Section 2.4(a) hereof shall become effective as of the first date on which the following conditions have been satisfied:

(i) The Second Restatement Effective Date shall have occurred.

(ii) The Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of each Lender (as defined in the Second Restated Credit Agreement).

ARTICLE III

Miscellaneous

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

(i) This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes, and the First Restated Credit Agreement, as amended and restated hereby on the First Amendment Restatement 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 First Restated Credit Agreement are true and correct in all material respects on and as of the First Restatement Effective Date, with the same effect as though made on and as of the First Restatement Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

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

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

(i) This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes, and the Second Restated Credit Agreement, as amended and restated hereby on the

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Second Amendment Restatement Date and as further amended by Section 2.4(a) hereof on the date such amendments become effective pursuant to Section 2.4(b) hereof, 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 Sections 3.01, 3.02, 3.08 and 3.16 of the Second Restated Credit Agreement are true and correct in all material respects on and as of the Second Restatement Effective Date, with the same effect as though made on and as of the Second Restatement Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date). The representations and warranties set forth in Article III of the Second Restated Credit Agreement (other than those set forth in Sections 3.01, 3.02, 3.04(c), 3.06(a), 3.08, and 3.16 of the Second Restated Credit Agreement) are true and correct on and as of the Second Restatement Effective Date, except where the failure of such representations and warranties to be true and correct has not resulted in and is not reasonably likely to result in a Purchaser Material Adverse Effect (as defined in the Acquisition Agreement) or a Company Material Adverse Effect (as defined in the Acquisition Agreement).

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

SECTION 3.2.   Effect of Amendment.   (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Agents under the Original Credit Agreement, the First Restated Credit Agreement, the Second 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 First Restated Credit Agreement, the Second 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 First Restated Credit Agreement, the Second Restated Credit Agreement or any other Senior Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Original Credit Agreement, the First Restated Credit Agreement, the Second Restated Credit Agreement and the other Senior Loan Documents specifically referred to herein.

(b) On and after the First Restatement Effective Date and the Second 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 First Restated Credit Agreement or the Second Restated Credit Agreement, as the case may be. This Amendment shall constitute a “Senior Loan Document” for all purposes of the Original Credit Agreement, the First Restated Credit Agreement, the Second Restated Credit Agreement and the other Senior Loan Documents.

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

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

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

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

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EXHIBIT A

First Restated Credit Agreement

EXHIBIT B

Second Restated Credit Agreement

CREDIT AGREEMENT

dated as of June 27, 2001,

as amended and restated as of June 4, 2007,

among

RITE AID CORPORATION,

The Lenders Party Hereto,

CITICORP NORTH AMERICA, INC.,
as Administrative Agent and Collateral Processing Agent,

BANK OF AMERICA, N.A.,
as Syndication Agent,

JPMORGAN CHASE BANK , N.A.,
as Co-Documentation Agent,

▇▇▇▇▇ FARGO FOOTHILL, LLC,
as Co-Documentation Agent

and

GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agent

CITIGROUP GLOBAL MARKETS INC.,
as Lead Arranger and Joint Bookrunner

and

BANC OF AMERICA SECURITIES LLC,
as Joint Bookrunner

[CS&M Ref. No. 8500-406]

TABLE OF CONTENTS

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CREDIT AGREEMENT dated as of June 27, 2001, as  amended and restated as of June 4, 2007 (this “Agreement”),  among RITE AID CORPORATION, a Delaware corporation, the  LENDERS party hereto, CITICORP NORTH AMERICA, INC., as  Administrative Agent and Collateral Processing Agent and BANK  OF AMERICA, N.A., as Syndication Agent.

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

On the First Restatement Effective Date, the Tranche 1 Term Lenders  made Tranche 1 Term Loans in an aggregate principal amount of $145,000,000. The  parties hereto desire to amend this Agreement and to restate it in its entirety giving effect  to such amendment.

The Borrower has requested the Tranche 2 Term Lenders to extend credit  hereunder in the form of Tranche 2 Term Loans in an aggregate principal amount of  $1,105,000,000, which may be drawn on the Second Restatement Effective Date.

The proceeds of the Tranche 2 Term Loans will be used (i) to pay part of  the consideration due to the Seller in connection with the Acquisition, (ii) to pay fees and  expenses (including any premiums and amendment fees) incurred in connection with the  Transactions, and (iii) for general corporate purposes (including the payment of accrued  interest). The proceeds of Revolving Loans and Swingline Loans made on or after the  Second Restatement Effective Date will be used for general corporate purposes, including  the payment of part of the consideration due to the Seller in connection with the  Acquisition, the payment of fees and expenses (including any premiums and amendment  fees) incurred in connection with the Transactions, the financing of Optional Debt  Repurchases, permitted capital expenditures, the repurchase of the Borrower’s and/or its  Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock and  permitted Restricted Payments, as more fully described herein. Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred  in the ordinary course of business.

Accordingly, in consideration of the mutual agreements herein contained  and other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties hereto agree that this Agreement shall be amended and  restated to read in its entirety as follows:

ARTICLE I

Definitions

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

“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.

“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.