FOURTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
THIS FOURTH AMENDMENT TO MANAGEMENT SERVICES AGREEMENT, hereinafter called
“Fourth Amendment”, is made and entered into this 12th of February, 2007 by and between Rite Aid
Corporation, a Delaware corporation, hereinafter called “Company” and Leonard Green & Partners, L.P. ,
hereinafter called “LGP”.
WHEREAS, the Company and LGP entered into a Management Services Agreement on January 1, 2003
as amended on January 13, 2004, January 31, 2005 and January 13, 2006 to provide Services to the Company
(as amended, the “Management Agreement”); and
WHEREAS, Capitalized terms used herein and not defined herein are defined in the Management
WHEREAS, the Company and LGP desire to amend the terms of the Management Agreement as set
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals . The recitals set forth above are incorporated herein. All defined terms used in the
Management Agreement shall have the same meaning when used in this Fourth Amendment, except as expressly
set forth herein to the contrary.
2. Term . The term of the Management Agreement shall be extended on a month-to-month basis
commencing January 1, 2007, terminable by either party at any time on written notice to the other party.
3. Compensation . The General Services Fee shall remain at Twenty-Five Thousand Dollars
($25,000.00) per month, which shall be payable monthly in arrears and pro-rated for partial or fractional periods;
provided, however, in the event that either Messrs. Sokoloff or Danhakl cease to serve as a director on the
Company’s Board of Directors, then the monthly fee shall be reduced to Twelve Thousand Five Hundred Dollars
($12,500.00); provided further, however, in the event tha