RITE AID CORPORATION Underwriting AgreementUnderwriting Agreement • May 27th, 2008 • Rite Aid Corp • Retail-drug stores and proprietary stores • New York
Rite Aid Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $150,000,000 aggregate principal amount of its 8.5% Convertible Notes due 2015 (the “Notes”)(the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to an additional principal amount of Notes set forth in Schedule I hereto to cover over-allotments (the “Option Securities”, together with the Underwritten Securities, the “Securities”). The Securities are convertible into shares (the “Shares”) of Common Stock, par value $1.00 per share (the “Common Stock”), of the Company at the conversion price set forth in the Final Prospectus. The Securities are to be issued under an indenture (the “Base Indenture”) to be dated as of May 29, 2008, between the Company and The Bank of New York Trust Company, N.A., as tr
