Contract
Exhibit
10.1
INCREMENTAL
FACILITY AMENDMENT NO. 1 dated as of October 26, 2009 (this “Amendment”),
relating to the Credit Agreement dated as of June 27, 2001, as amended and
restated as of June 5, 2009 (as amended, supplemented or otherwise modified from
time to time, the “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 “Administrative
Agent”), and the other agents party thereto.
RECITALS
A. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The rules of
construction specified in Section 1.03 of the Credit Agreement also apply to
this Amendment.
B. Pursuant
to Section 2.21 of the Credit Agreement, the Borrower has given the
Administrative Agent notice of its request to incorporate into the Credit
Agreement, pursuant to Incremental Facility Amendments, Incremental
Securitization Refinancing Facilities, including an increase to the existing
Tranche 4 Term Loans in an aggregate principal amount of $125,000,000 and
incremental Revolving Commitments in an aggregate principal amount of
$175,000,000 (such increase in the Revolving Commitments, the “Incremental
Revolving Facility”).
C. On
the Amendment Effective Date (as defined below), the Borrower intends to incur
additional Term Loans pursuant to Section 2.21 of the Credit Agreement in an
aggregate principal amount of up to $125,000,000 ( the “Tranche
4A Term Loans”) to be made available to the Borrower by the lenders
signatory hereto (the “Xxxxxxx
0X Xxxx Xxxxxxx”). The proceeds of the Xxxxxxx 0X Xxxx Loans
will be used on the Amendment Effective Date (a) first,
to repay or repurchase Third Party Interests or Indebtedness incurred pursuant
to Section 6.01(a)(xvi)(A) of the Credit Agreement (or to repurchase
Securitization Assets that have been sold, conveyed or otherwise transferred
pursuant to any Securitization) and (b) second,
to pay fees and expenses incurred in connection with the foregoing.
D. With
respect to the Xxxxxxx 0X Xxxx Loans, (x) Citigroup Global Markets Inc. (“CGMI”)
and Banc of America Securities LLC (“BAS”)
will act as joint lead arrangers and (y) CGMI, Xxxxx Fargo Retail Finance, LLC,
BAS and Xxxxxxx Sachs Credit Partners L.P. will act as joint bookrunning
managers.
E. This
Amendment is an Incremental Facility Amendment providing for an Incremental
Securitization Refinancing Facility entered into pursuant to Section 2.21 of the
Credit Agreement.
AGREEMENTS
In
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Subsidiary Loan Parties, the Xxxxxxx 0X Xxxx Lenders and the Administrative
Agent hereby agree as follows:
ARTICLE
I
Amendment
SECTION
1.1. Amendment
of the Credit Agreement. Effective as of the Amendment
Effective Date, for all purposes of the Senior Loan Documents, (a) the Tranche
4A Term Loans and the Xxxxxxx 0X Xxxx Borrowings shall constitute “Tranche 4
Term Loans” and “Xxxxxxx 0 Xxxx Xxxxxxxxxx”, xxxxxxxxxxxx, (x) each Xxxxxxx 0X
Xxxx Lender shall become a “Tranche 4 Term Lender” and a “Lender” (if such
Xxxxxxx 0X Xxxx Lender is not already a Tranche 4 Term Lender prior to the
effectiveness of this Amendment), (c) the Tranche 4 Term Loans and the Xxxxxxx
0X Xxxx Loans shall be a single Class and a single series of Loans for the
purposes of the Senior Loan Documents and (d) any reference in the Senior Loan
Documents to the Tranche 4 Term Loans as a series of “Other Term Loans” or
“Other Term Borrowings” will be deemed to refer as well to the Xxxxxxx 0X Xxxx
Loans or Xxxxxxx 0X Xxxx Borrowings. Certain terms of the Xxxxxxx 0X
Xxxx Loans are set forth in Exhibit A
attached hereto.
SECTION
1.2. Xxxxxxx
0X Xxxx Commitments. i)Subject to the terms and conditions set
forth herein, each Xxxxxxx 0X Xxxx Lender agrees to make a Xxxxxxx 0X Xxxx Loan
to the Borrower on the Amendment Effective Date in a principal amount not
exceeding such Xxxxxxx 0X Xxxx Xxxxxx’s Tranche 4A Term Commitment (as defined
below). Notwithstanding anything to the contrary contained herein
(and without affecting any other provision hereof or of the Restated Credit
Agreement), the funded portion of each Xxxxxxx 0X Xxxx Loan to be made on the
Amendment Effective Date (i.e., the amount advanced in cash to the Borrower on
the Amendment Effective Date) shall be equal to 103% of the principal amount of
such Xxxxxxx 0X Xxxx Loan (it being agreed that the Borrower shall only be
obligated to repay 100.0% of the principal amount of each such Xxxxxxx 0X Xxxx
Loan and interest shall only accrue on 100.0% of the principal amount of each
such Xxxxxxx 0X Xxxx Loan, in each case as provided hereunder and under the
Credit Agreement). A Person shall become a Xxxxxxx 0X Xxxx Lender and
a Lender under the Credit Agreement executing and delivering to the
Administrative Agent, on or prior to the Amendment Effective Date, a signature
page to this Amendment as a “Xxxxxxx 0X Xxxx Lender” setting forth the amount of
Xxxxxxx 0X Xxxx Loans that such Person commits to make. The “Xxxxxxx
0X Xxxx Commitment” of any Xxxxxxx 0X Xxxx Lender will be the amount of
the commitment set forth in its signature page to this Amendment or such lesser
amount as is allocated to it by Citigroup Global Markets Inc. and notified to it
prior to the Amendment Effective Date. The commitments of the
Xxxxxxx 0X Xxxx Lenders are several and no Xxxxxxx 0X Xxxx Lender
shall be responsible for any other Xxxxxxx 0X Xxxx Lender’s failure to make
Xxxxxxx 0X Xxxx Loans.
(b) The
obligation of each Xxxxxxx 0X Xxxx Lender to make Xxxxxxx 0X Xxxx Loans on the
Amendment Effective Date is subject to the satisfaction of the following
conditions:
(i)
After giving effect to the borrowing of the Xxxxxxx 0X Xxxx Loans, the
conditions set forth in paragraphs (a), (b) and (c) of Section 4.02 of
the Credit Agreement shall be satisfied on and as of the Amendment Effective
Date, and the Administrative Agent shall have received a certificate of a
Financial Officer dated the Amendment Effective Date to such
effect.
(ii)
The Collateral and Guarantee Requirement shall have been satisfied.
(iii)
The Administrative Agent shall have received a favorable legal opinion of each
of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the
Borrower and (ii) Xxxx Xxxxxxxxx, General Counsel of the Borrower, in each
case addressed to the Administrative Agent and the Lenders under the Credit
Agreement, including the Xxxxxxx 0X Xxxx Lenders, and dated the Amendment
Effective Date, in substantially the forms thereof delivered in connection with
the 2009 Amendment and Restatement Agreement, modified, however, to address the
Xxxxxxx 0X Xxxx Loans and 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 Amendment
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 Administrative Agent shall have received a certificate, dated the Amendment
Effective Date and signed by a Financial Officer of the Borrower, certifying
that the representations and warranties set forth in Section 2.1 hereof are true
and correct as of the Amendment Effective Date and, if a Financial Covenant
Effectiveness Period is then occurring, setting forth a reasonably detailed
calculation demonstrating compliance with Section 6.12 of the Credit Agreement
(calculated, after giving effect to the Xxxxxxx 0X Xxxx Loans and any Revolving
Loans made pursuant to the Incremental Revolving Facility, on a pro forma basis
to give effect to the substantially simultaneous repayments or repurchases of
Third Party Interests or Indebtedness incurred under Section 6.01(a)(xvi)(A) of
the Credit Agreement (and the related repurchases of Securitization Assets and
cessation of future purchases of Securitization Assets)).
(vi)
The Administrative Agent shall have received a borrowing request in a form
acceptable to the Administrative Agent requesting that the Xxxxxxx 0X Xxxx
Lenders make the Xxxxxxx 0X Xxxx Loans to the Borrower on the Amendment
Effective Date as one or more Eurodollar Borrowings, setting forth the amounts
of such Borrowings and the initial Interest Period or Interest Periods to be
applicable to such Xxxxxxx 0X Xxxx Borrowings (each such Interest Period, an
“Initial
Interest Period”, and the percentage of the Xxxxxxx 0X Xxxx Loans
constituted by each such Eurodollar Borrowing, such Borrowing’s “Proportionate
Share”).
(vii)
After giving effect to the borrowing of the Xxxxxxx 0X Xxxx Loans, the Borrowing
Base Amount on the Amendment Effective Date shall be no less than the sum of
(A) the aggregate principal amount of Loans outstanding on the Amendment
Effective Date (including any Revolving Loans made pursuant to the Incremental
Revolving Facility), (B) the LC Exposure on the Amendment Effective Date
and (C) any Additional Senior Debt outstanding on the Amendment Effective
Date. The Administrative Agent and the Borrowing Base Agent shall
have received a completed Borrowing Base Certificate dated the Amendment
Effective Date and signed by a Financial Officer.
(viii)
The conditions to effectiveness of this Amendment set forth in Section 1.3
hereof (other than paragraph (b) thereof) shall have been
satisfied.
(ix)
Each Subsidiary Guarantor shall have entered into a Reaffirmation Agreement
pursuant to which such Subsidiary Guarantor reaffirms its obligations under the
Senior Subsidiary Guarantee Agreement and the other Senior Collateral Documents,
in form and substance reasonably satisfactory to the Administrative
Agent.
SECTION
1.3. Amendment
Effectiveness. This Amendment shall become effective as of the
first date (the “Amendment
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 Subsidiary Loan Party, (iii) each Xxxxxxx
0X Xxxx Lender and (iv) the Administrative Agent. The aggregate
amount of Xxxxxxx 0X Xxxx Commitments shall not exceed
$125,000,000.
(b) The
conditions to the making of the Xxxxxxx 0X Xxxx Loans set forth in
Section 1.2(b) hereof (other than clause (viii) thereof) shall have been
satisfied.
(c) The
Borrower shall have given notice pursuant to Section 2.03 of the Credit
Agreement to continue all existing Tranche 4 Borrowings into new Interest
Periods commencing on the Amendment Effective Date that are the same as the
Initial Interest Periods and that apply to Eurodollar Borrowings with the same
Proportionate Share of the Tranche 4 Borrowings as the Proportionate Share of
the Xxxxxxx 0X Xxxx Borrowings with such Interest Periods.
(d) The
Borrower shall have obtained (i) the Incremental Revolving Facility and (ii)
Permitted Second Priority Debt in the form of second priority senior secured
notes due 2019 in an aggregate principal amount of not less than
$250,000,000.
(e) The
Administrative Agent shall have received payment, for the accounts of the
existing Tranche 4 Term Lenders immediately prior to the Amendment Effective
Date, of all accrued and unpaid interest on the Tranche 4 Term Loans up to but
excluding the Amendment Effective Date.
(f) All
Third Party Interests or Indebtedness incurred pursuant to Section
6.01(a)(xvi)(A) of the Credit Agreement shall have been paid in full and/or all
Securitization Assets that have been sold, conveyed or otherwise transferred
pursuant to any Securitization shall have been repurchased (or arrangements for
such payments and repurchases satisfactory to the Administrative Agent shall be
in effect), and, upon such repayments and/or repurchases, (x) no Third
Party Interests or Indebtedness incurred pursuant to Section 6.01(a)(xvi)(A) of
the Credit Agreement shall remain outstanding, (y) all commitments of the
Borrower and the Subsidiaries to sell, convey or otherwise transfer
Securitization Assets pursuant to any Securitization shall be terminated and
(z) all Securitization Assets that remain outstanding and were previously
sold, conveyed or otherwise transferred pursuant to any Securitization shall
have been repurchased by or otherwise transferred to the Borrower or a
Subsidiary Guarantor, and the Administrative Agent shall have received
reasonably satisfactory evidence of the foregoing.
(g) To
the extent invoiced at least two days prior to the Amendment 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.
(h) To
the extent invoiced at least two days prior to the Amendment Effective Date, the
Administrative Agent shall have received, for the accounts of the Xxxxxxx 0X
Xxxx Lenders, payment of all fees owed to such Xxxxxxx 0X Xxxx Lenders by the
Borrower on the Amendment Effective Date in connection with this Amendment and
the transactions contemplated hereby.
The
Administrative Agent shall notify the Borrower, the Xxxxxxx 0X Xxxx Lenders and
the other Lenders of the Amendment Effective Date and such notice shall be
conclusive and binding. Notwithstanding the foregoing, the amendment
effected hereby shall not become effective, and the obligations of the Xxxxxxx
0X Xxxx Lenders hereunder to make Xxxxxxx 0X Xxxx Loans will automatically
terminate, if each of the conditions set forth or referred to in Section 1.3
hereof has not been satisfied at or prior to 11:59 p.m., New York City
time, on October 30, 2009.
ARTICLE
II
Miscellaneous
SECTION
2.1. Representations
and Warranties. ii)To induce the other parties hereto to enter
into this Amendment, the Borrower represents and warrants to each of
the
Lenders,
including the Xxxxxxx 0X Xxxx Lenders, and the Administrative Agent that, as of
the Amendment Effective Date and after giving effect to the transactions and
amendments to occur on the Amendment Effective Date:
(i)
This Amendment has been duly authorized, executed and delivered by the Borrower
and constitutes, and the Credit Agreement, as amended hereby on the Amendment
Effective 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)
After giving effect to the Xxxxxxx 0X Xxxx Loans and the other transactions to
be consummated on the Amendment Effective Date, the Borrower will be in
compliance with the penultimate sentence of Section 2.21 of the Credit
Agreement. The Borrower confirms that such provision will, on and
after the Amendment Effective Date, constitute a negative covenant for purposes
of the Credit Agreement.
SECTION
2.2. Effect
of Amendment. iii)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 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 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 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 Credit Agreement and the other Senior Loan
Documents specifically referred to herein.
(b) On
and after the Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import,
and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein”
or words of like import in any other Senior Loan Document, shall be deemed a
reference to the Credit Agreement, as amended hereby. This Amendment
shall constitute a “Senior Loan Document” for all purposes of the Credit
Agreement and the other Senior Loan Documents.
SECTION
2.3. Governing
Law. This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York.
SECTION
2.4. 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.
SECTION
2.5. 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 effective as delivery of a manually executed
counterpart hereof.
SECTION
2.6. Headings. The
headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their officers as of the date first above
written.
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RITE
AID CORPORATION,
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by
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/s/
Xxxxx Xxxxxxx
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Name:
Xxxxx Xxxxxxx
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Title:
Senior Executive Vice President, Chief Financial Officer and Chief
Administrative Officer
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EACH
OF THE SUBSIDIARIES LISTED ON SCHEDULE A HERETO,
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by
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/s/
Xxxx Xxxxxxxxx
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Name:
Xxxx Xxxxxxxxx
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Title:
Authorized Signatory
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CITICORP
NORTH AMERICA, INC.,
as
Administrative Agent,
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by
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/s/
Xxxxxxx Xxxxxx
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Name: Xxxxxxx
Xxxxxx
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Title: Vice
President
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Xxxxxxx
0X Xxxx Lender signature page to
the
Incremental Facility Amendment No. 1 dated as of
October ,
2009 to the Rite Aid Credit Agreement
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To
approve the Amendment:
Name
of Tranche 4A Term Lender,
CITICORP
NORTH AMERICA, INC.
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Xxxxxxx
0X Xxxx Commitment:
$125,000,000.00
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by
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/s/
Xxxxxxx Xxxxxx
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Name: Xxxxxxx
Xxxxxx
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Title: Vice
President
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EXHIBIT
A
TERMS
OF THE TRANCHE 4A TERM LOANS1
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Interest:
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At
the option of the Borrower, (a) Alternate Base Rate plus the Applicable
Rate or (b) Adjusted LIBO Rate plus the Applicable Rate.
For
purposes of calculating interest in respect of any Xxxxxxx 0X Xxxx Loan
that is an ABR Loan, the Alternate Base Rate will be deemed to be 4.00%
per annum on any day when the Alternate Base Rate would otherwise be less
than 4.00%.
For
purposes of calculating interest in respect of any Xxxxxxx 0X Xxxx
Loan that is a Eurodollar Loan, the LIBO Rate in respect of any applicable
Interest Period will be deemed to be 3.00% per annum if the LIBO Rate for
such Interest Period calculated pursuant to the Credit Agreement would
otherwise be less than 3.00% per annum.
The
“Applicable Rate” means, on any day, with respect to any ABR Xxxxxxx 0X
Xxxx Loan, a rate per annum of 5.50% and, with respect to any Eurodollar
Xxxxxxx 0X Xxxx Loan, a rate per annum of 6.50%.
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Xxxxxxx 0X Xxxx Xxxxxxxx
Date:
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June
10, 2015 (the “Xxxxxxx
0X Xxxx Xxxxxxxx Date”).
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Amortization and Repayment of Xxxxxxx
0X Xxxx Xxxxx:
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The
Borrower shall repay to the Administrative Agent for the ratable account
of the Xxxxxxx 0X Xxxx Lenders 0.25% of the initial aggregate principal
amount of the Xxxxxxx 0X Xxxx Loans on the last Business Day of each
March, June, September and December, commencing on June 30,
2010.
To
the extent not previously paid, all Xxxxxxx 0X Xxxx Loans shall be due and
payable on the Xxxxxxx 0X Xxxx Xxxxxxxx Date.
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Call
Protection:
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All
prepayments of Xxxxxxx 0X Xxxx Loans effected on or prior to (a) June 10,
2010 shall be accompanied by a prepayment fee equal to 5.00% of the
aggregate
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principal
amount of such prepayment, (b) June 10, 2011 shall be accompanied by a
prepayment fee equal to 3.00% of the aggregate principal amount of such
prepayment and (c) June 10, 2012 shall be accompanied by a prepayment fee
equal to 1.00% of the aggregate principal amount of such
prepayment. Such fee shall be paid by the Borrower to the
Administrative Agent, for the account of the Xxxxxxx 0X Xxxx Lenders, on
the date of such prepayment.
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SCHEDULE
A
SUBSIDIARY
LOAN PARTIES
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1.
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000
Xxxxxxxx Xxxxxx Xxxxxxx, LLC
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2.
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0000
Xxxx Xxxxx Xxxxxx Xxxxx, Xxxxx, LLC
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3.
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1740
Associates, L.L.C.
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4.
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0000
Xxxxxx Xxxx Xxxx–Xxxxxxxxxx Corp.
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5.
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0000
Xxxxxxxxxxxx Xxxxxx Xxxx – Xxxxxxxxxxxx Xxxx, Inc.
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6.
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5277
Associates, Inc.
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7.
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000
Xxx Xxxxxx Corp.
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8.
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5600
Superior Properties, Inc.
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9.
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000-000
Xxxxx Xx. Corp.
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10.
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000
Xxxxx Xxxxxxxx-Xxxxxx, Ohio, LLC
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11.
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Xxx
& Government Streets - Mobile, Alabama, LLC
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12.
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Apex
Drug Stores, Inc.
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13.
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Broadview
and Wallings-Broadview Heights Ohio, Inc.
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14.
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Xxxxxx
Pharmacy, Inc.
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15.
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Xxxxxxx
Xxxxxx xxx Xxxx Xxxxxx - Xxxxx, XX, LLC
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16.
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Eagle
Managed Care Corp.
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17.
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Eckerd
Corporation
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18.
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Eckerd
Fleet, Inc.
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19.
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EDC
Drug Stores, Inc.
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20.
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Eighth
and Water Streets – Urichsville, Ohio, LLC
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21.
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England
Street-Asheland Corporation
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22.
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Fairground,
L.L.C.
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23.
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GDF,
Inc.
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24.
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Xxxxxxxx
Drug Stores, Inc.
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25.
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Gettysburg
and Xxxxxx-Dayton, Ohio, LLC
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26.
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Harco,
Inc.
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27.
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K
& B Alabama Corporation
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28.
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K
& B Louisiana Corporation
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29.
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K
& B Mississippi Corporation
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30.
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K
& B Services, Incorporated
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31.
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K
& B Tennessee Corporation
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32.
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K&B
Texas Corporation
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33.
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K
& B, Incorporated
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34.
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Keystone
Centers, Inc.
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35.
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Lakehurst
and Broadway Corporation
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36.
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Maxi
Drug North, Inc.
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37.
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Maxi
Drug South, L.P.
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38.
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Maxi
Drug, Inc.
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39.
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Maxi
Green Inc.
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40.
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Xxxxxxxx
& Chillicothe Roads – Chesterland, LLC
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41.
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MC
Woonsocket, Inc.
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42.
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Xxxxxx
& Xxxxxxx, LLC
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43.
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Name
Rite, L.L.C.
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44.
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Northline
& Xxx – Toledo – Southgate, LLC
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45.
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P.J.C.
Distribution, Inc.
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46.
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P.J.C.
Realty Co., Inc.
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47.
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Xxxxxx
Drive and Navy Boulevard Property Corporation
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48.
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Paw
Paw Lake Road & Paw Paw Avenue–Coloma, Michigan,
LLC
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49.
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PDS-1
Michigan, Inc.
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50.
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Perry
Distributors, Inc.
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51.
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Perry
Drug Stores, Inc.
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52.
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PJC
Dorchester Realty LLC
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53.
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PJC
East Lyme Realty LLC
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54.
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PJC
Haverhill Realty LLC
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55.
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PJC
Hermitage Realty LLC
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56.
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PJC
Hyde Park Realty LLC
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57.
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PJC
Lease Holdings, Inc.
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58.
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PJC
Manchester Realty LLC
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59.
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PJC
Mansfield Realty LLC
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60.
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PJC
New London Realty LLC
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61.
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PJC
of Cranston, Inc.
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62.
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PJC
of East Providence, Inc.
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63.
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PJC
of Massachusetts, Inc.
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64.
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PJC
of Rhode Island, Inc.
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65.
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PJC
of Vermont Inc.
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66.
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P.J.C.
of West Warwick, Inc.
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67.
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PJC
Peterborough Realty LLC
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68.
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PJC
Providence Realty LLC
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69.
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PJC
Realty MA, Inc.
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70.
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PJC
Realty N.E. LLC
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71.
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PJC
Revere Realty LLC
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72.
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PJC
Special Realty Holdings, Inc.
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73.
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Ram-Utica,
Inc.
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74.
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RDS
Detroit, Inc.
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75.
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Read's
Inc.
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76.
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Rite
Aid Drug Palace, Inc.
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77.
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Rite
Aid Hdqtrs. Corp.
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78.
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Rite
Aid of Alabama, Inc.
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79.
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Rite
Aid of Connecticut, Inc.
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80.
|
Rite
Aid of Delaware, Inc.
|
|
81.
|
Rite
Aid of Florida, Inc.
|
|
82.
|
Rite
Aid of Georgia, Inc.
|
|
83.
|
Rite
Aid of Illinois, Inc.
|
|
84.
|
Rite
Aid of Indiana, Inc.
|
|
85.
|
Rite
Aid of Kentucky, Inc.
|
|
86.
|
Rite
Aid of Maine, Inc.
|
|
87.
|
Rite
Aid of Maryland, Inc.
|
|
88.
|
Rite
Aid of Massachusetts, Inc.
|
|
89.
|
Rite
Aid of Michigan, Inc.
|
|
90.
|
Rite
Aid of New Hampshire, Inc.
|
|
91.
|
Rite
Aid of New Jersey, Inc.
|
|
92.
|
Rite
Aid of New York, Inc.
|
|
93.
|
Rite
Aid of North Carolina, Inc.
|
|
94.
|
Rite
Aid of Ohio, Inc.
|
|
95.
|
Rite
Aid of Pennsylvania, Inc.
|
|
96.
|
Rite
Aid of South Carolina, Inc.
|
|
97.
|
Rite
Aid of Tennessee, Inc.
|
|
98.
|
Rite
Aid of Vermont, Inc.
|
|
99.
|
Rite
Aid of Virginia, Inc.
|
|
100.
|
Rite
Aid of Washington, D.C., Inc.
|
|
101.
|
Rite
Aid of West Virginia, Inc.
|
|
102.
|
Rite
Aid Realty Corp.
|
|
103.
|
Rite
Aid Rome Distribution Center, Inc.
|
|
104.
|
Rite
Aid Services, L.L.C.
|
|
105.
|
Rite
Aid Transport, Inc.
|
|
106.
|
RX
Choice, Inc.
|
|
107.
|
Seven
Mile and Evergreen – Detroit, LLC
|
|
108.
|
Silver
Springs Road – Baltimore, Maryland/One, LLC
|
|
109.
|
Silver
Springs Road – Baltimore, Maryland/Two, LLC
|
|
110.
|
State
& Fortification Streets – Jackson, Mississippi, LLC
|
|
000.
|
Xxxxx
Xxxxxx and Hill Road – Xxxxxx, Ohio, LLC
|
|
112.
|
The
Lane Drug Company
|
|
113.
|
Thrift
Drug Services, Inc.
|
|
114.
|
Thrift
Drug, Inc.
|
|
115.
|
Thrifty
Corporation
|
|
116.
|
Thrifty
PayLess, Inc.
|
|
117.
|
Tyler
and Xxxxxxx Roads, Birmingham - Alabama, LLC
|
|
118.
|
Rite
Aid Payroll Management, Inc.
|
|
119.
|
Rite
Aid Online Store, Inc.
|
|
120.
|
Rite
Fund, Inc.
|
|
121.
|
Rite
Investments Corp.
|
|
122.
|
Rite
Aid Hdqtrs. Funding, Inc.
|
|
123.
|
EDC
Licensing, Inc.
|
|
124.
|
JCG
Holdings (USA), Inc.
|
|
125.
|
JCG
(PJC) USA, LLC
|
|
126.
|
The
Xxxx Xxxxx Group (PJC) USA, Inc.
|
