Amendment, Waiver, and Consent to Participation Agreement among Rite Aid Realty Corp., Rite Aid Corporation, Wells Fargo Bank Northwest, and Note Holders

  AMENDMENT, WAIVER AND CONSENT This AMENDMENT, WAIVER AND CONSENT ("Amendment"), dated as of February 22, 2002, under the Participation Agreement, dated as of June 27, 2001 (as heretofore amended, supplemented or otherwise modified, the "Participation Agreement"), among RITE AID REALTY CORP. (the "Company"), RITE AID CORPORATION (the "Guarantor"), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (the "Trustee"), the persons named from time to time on Schedule I to the Participation Agreement as note holders and their permitted successors and assigns (collectively, the "Note Holders"). W I T N E S S E T H : WHEREAS, the Company, Guarantor, Trustee and the Note Holders are parties to the Participation Agreement; WHEREAS, the Senior Credit Facility was amended by that certain Amendment No. 1 to Senior Credit Agreement dated as of September 19, 2001 ("Amendment No. 1"); WHEREAS, the Senior Credit Facility was further amended by that certain Amendment No. 2 to Senior Credit Agreement dated as of February 22, 2002 ("Amendment No. 2" and together with Amendment No. 1, the "Senior Amendments"); WHEREAS, the Company and the Guarantor have requested that the Majority Holders (i) agree to consent to the Senior Amendments for purposes of Section 4.02(b) of the Participation Agreement and (ii) agree to amend Appendix A to the Participation Agreement to incorporate the Senior Amendments into the definition of "Senior Credit Facility"; WHEREAS, under the Indenture dated as of November 19, 2001 between the Guarantor and BNY Midwest Trust Company, as trustee, the Guarantor issued its 4.75% Senior Unsecured Convertible Notes due December 1, 2006 in an aggregate principal amount of $250,000,000 (the "Notes"); WHEREAS, the Company and the Guarantor have requested that the Majority Holders agree to waive any Default or Event of Default that may have resulted from the Guarantor's issuance of the Notes; and WHEREAS, the Majority Holders are willing to agree to such requested consents, amendments and waivers, but only upon the terms and conditions of this Amendment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein which is defined in the Participation Agreement has the meaning assigned to such term in the Participation Agreement. Each reference to "hereof", "hereunder",  "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Participation Agreement shall, after this Amendment becomes effective, refer to the Participation Agreement after giving effect to this Amendment. Except as herein specifically waived or amended, all terms and provisions of the Participation Agreement shall remain in full force and effect and shall be performed by the parties thereto according to such terms and provisions. This Amendment is limited as specified and shall not constitute a modification, amendment or waiver of any other provision of the Participation Agreement or indicate the Note Holders' willingness to consent to any other modification, amendment or waiver of the Participation Agreement including without limitation, any modification, amendment or waiver of the Participation Agreement or any other document in connection with any other transaction. SECTION 2. Consent. The Majority Holders hereby consent under Section 4.02(b) of the Participation Agreement to the Senior Amendments and hereby agree that all references to "Senior Credit Facility" in Section 4.02(b) of the Participation Agreement shall hereinafter refer to the definition of "Senior Credit Facility" as amended pursuant to Section 3 herein. SECTION 3. Amendment. The Majority Holders hereby agree to amend Appendix A to the Participation Agreement by deleting the definition of "Senior Credit Facility" in its entirety and substituting therefor the following: " 'Senior Credit Facility' means the Senior Credit Agreement, dated as of June 27, 2001, among the Guarantor, as borrower, the banks party thereto and CUSA, as Senior Administrative Agent and as Senior Collateral Agent, as amended by that Amendment No. 1 to Senior Credit Agreement, dated as of September 19, 2001, and as further amended by that Amendment No. 2 to Senior Credit Agreement, dated as of February 22, 2002." SECTION 4. Waiver. (a) The Majority Holders hereby waive any and all Defaults and Events of Default existing under the Participation Agreement and the other Operative Documents as a result of the issuance of the Notes. SECTION 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 7. Effectiveness. This Amendment shall become effective when (i) each of the Company, the Guarantor, the Trustee and the Majority Holders has executed and delivered at least one counterpart hereof and (ii) each of the Note Holders executing this Amendment shall have received a fee from the Company in an amount equal to 0.25% of each approving Note Holder's Equity Investment. 2  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. RITE AID REALTY CORP. By --------------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- RITE AID CORPORATION By --------------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly set forth in the Participation Agreement, but solely as Trustee By --------------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- CITICORP USA, INC., as Note Holder and Certificate Holder By --------------------------------------------------- Name: --------------------------------------------- Title: --------------------------------------------  JP MORGAN/CHASE BANK (f/ka/ The Chase Manhattan Bank), as Note Holder and Certificate Holder By --------------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- CREDIT SUISSE FIRST BOSTON as Note Holder and Certificate Holder By --------------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- FLEET RETAIL FINANCE, INC., as Note Holder and Certificate Holder By --------------------------------------------------- Name: --------------------------------------------- Title: --------------------------------------------