AMENDMENT AND RESTATEMENT AGREEMENT dated as of
July 9, 2008 (this “ Amendment ”) relating to the Credit Agreement dated as of June 27,
2001, as amended and restated as of June 4, 2007 (the “ Original Credit Agreement ”),
among Rite Aid Corporation, a corporation organized under the laws of the State of
Delaware (the “ Borrower ”), the lenders from time to time party thereto (the “ Lenders
”), and Citicorp North America, Inc., as administrative agent and collateral processing
agent (in such capacities, the “ Administrative Agent ”).
A. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Original Credit Agreement or, to the extent specified herein, in the Original Credit
Agreement as amended hereby. The rules of construction specified in Section 1.03 of the Original Credit
Agreement also apply to this Amendment.
B. On the 2008 Restatement Effective Date (as defined below), the Borrower intends to
establish an Incremental Facility pursuant to Section 2.21 of the Original Credit Agreement, which shall be an
additional senior secured term loan facility under the Original Credit Agreement in an aggregate principal amount
of $350,000,000 (the “ Tranche 3 Term Facility ”; the terms loans thereunder, “ Tranche 3 Term Loans ”) to be
made available by the lenders signatory hereto (the “ Tranche 3 Term Lenders ”). The proceeds of the Tranche
3 Term Loans will be used (a) to finance the repurchase, redemption, retirement or defeasance of the Borrower’s
8.125% senior secured notes due 2010, 7.50% senior secured notes due 2015 and 9.25% senior notes due
2013, (b) to pay fees and expenses incurred in connection with the foregoing and (c) for other general corporate
purposes (including the payment of accrued interest).
C. This Amendment is the Incremental Facility Amendment relating to the Tranche 3 Facility
contemplated by Section 2.21 of the Original Credit Agreement. Pursuant to this A