CREDIT AGREEMENT Dated as of February 18, 2009 Among RITE AID FUNDING II as the Borrower and the Lenders party hereto and CITICORP NORTH AMERICA, INC. as the Administrative Agent and RITE AID HDQTRS. FUNDING, INC. as Collection Agent and Each of the...Credit Agreement • February 20th, 2009 • Rite Aid Corp • Retail-drug stores and proprietary stores • New York
RITE AID FUNDING II, a Cayman Islands exempted company incorporated with limited liability (the “Borrower”), the lenders from time to time party hereto (the “Lenders”), CITICORP NORTH AMERICA, INC., a Delaware corporation (“CNAI”), as administrative agent and collateral processing agent (in such capacities, together with any successor in such capacities, the “Administrative Agent”) for the Lenders, RITE AID HDQTRS. FUNDING, INC., a Delaware corporation, as Collection Agent, and each of the parties named on Schedule III hereto as Originators, agree as follows:
Amendment No. 11 to Receivables Financing AgreementReceivables Financing Agreement • February 20th, 2009 • Rite Aid Corp • Retail-drug stores and proprietary stores
This AMENDMENT NO. 11 TO RECEIVABLES FINANCING AGREEMENT, dated as of February 18, 2009 (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”), each of the parties named in Schedule III to the Agreement (as defined below) as originators (the “Originators”) and The Bank of New York Mellon, as Trustee.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 20th, 2009 • Rite Aid Corp • Retail-drug stores and proprietary stores
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of February 18, 2009, and entered into by and among CITICORP NORTH AMERICA, INC., a Delaware corporation, in its capacity as program agent for the First Lien Claimholders (as defined below), including its successors and assigns from time to time (the “First Lien Agent”) and CITICORP NORTH AMERICA, INC., a Delaware corporation, in its capacity as administrative agent and collateral processing agent for the Second Lien Claimholders (as defined below), including its successors and assigns from time to time (the “Second Lien Agent”), and acknowledged and agreed to by RITE AID FUNDING II, a Cayman Islands exempted company incorporated with limited liability (the “Borrower”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
