Amendment No. 7 to Receivables Financing Agreement and Waiver
This AMENDMENT NO. 7 TO RECEIVABLES FINANCING AGREEMENT AND
WAIVER, dated as of September 18, 2007 (this “ Amendment Agreement ”), is made by and among Rite Aid
Funding II (the “ Borrower ”), CAFCO, LLC (“ CAFCO ”), CRC FUNDING, LLC (“CRC”), Falcon Asset
Securitization Company LLC (“ Falcon ”), Variable Funding Capital Company LLC (“ Variable ”; together with
CAFCO, CRC and Falcon, the “ Investors ”), Citibank, N.A. (“ Citibank ”), JPMorgan Chase Bank, N.A. (“
JPMorgan ”) and Wachovia Bank, National Association (“ Wachovia ”; together with Citibank and JPMorgan,
the “ Banks ”), Citicorp North America, Inc., as program agent (the “ Program Agent ”), Citicorp North
America, Inc. (“ CNAI ”), JPMorgan and Wachovia, as investor agents (CNAI, JPMorgan and Wachovia, in
such capacity, the “ Investor Agents ”), Rite Aid Hdqtrs. Funding, Inc. (the “ Collection Agent ”) and each of the
parties named in Schedule III to the Agreement (as defined below) as originators (the “ Originators ”).
Preliminary Statements . (1) The Borrower, the Investors (other than CRC), the Program Agent,
the Banks, the Investor Agents, the Collection Agent, the Originators and The Bank of New York, as Trustee
are parties to a Receivables Financing Agreement, dated as of September 21, 2004, as amended as of
September 20, 2005, December 30, 2005, September 19, 2006, November 9, 2006, February 20, 2007 and
August 31, 2007 (the “ Agreement ”; capitalized terms used herein and not otherwise defined herein shall have
the meanings attributed to them in the Agreement).
(2) CAFCO has agreed with CRC to allocate between them Principal of Advances made
by CAFCO and that CRC should become a party to the Agreement, as an Investor in the same Group as
(3) The Borrower, the Investors, the Program Agent, the Banks, the Investor Agents, the
Collection Agent and the Originators wish to amend the Agreement.
NOW, THEREFORE, the parties ag