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