Common use of ABSENCE OF FIDUCIARY RELATIONSHIPS Clause in Contracts

ABSENCE OF FIDUCIARY RELATIONSHIPS. The Company and each Subsidiary Guarantor acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or the Subsidiary Guarantors. Additionally, neither the Representative nor any other Underwriter (solely in their capacity as such) is advising the Company or the Subsidiary Guarantors as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in connection with the offering of Securities contemplated hereby. In connection with the offering of Securities contemplated hereby, the Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto, except as otherwise set forth herein. Any review by the Underwriters of the Company or the Subsidiary Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Subsidiary Guarantors. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, RITE AID CORPORATION, by /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Exec. Vice President and General Counsel Each of the Subsidiary Guarantors listed on Schedule V hereto, by /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For themselves and on behalf of the other several Underwriters, if any, listed in Schedule I. SCHEDULE I Underwriter Principal Amount of Securities to be Purchased Citigroup Global Markets Inc. $ 446,470,588.24 Wachovia Capital Markets, LLC 50,000,000.00 Barclays Capital Inc. 3,529,411.76 Total $ 500,000,000.00

ABSENCE OF FIDUCIARY RELATIONSHIPS. The Company and each Subsidiary Guarantor acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or the Subsidiary Guarantors. Additionally, neither the Representative nor any other Underwriter (solely in their capacity as such) is advising the Company or the Subsidiary Guarantors as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in connection with the offering of Securities contemplated hereby. In connection with the offering of Securities contemplated hereby, the Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto, except as otherwise set forth herein. Any review by the Underwriters of the Company or the Subsidiary Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Subsidiary Guarantors. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, RITE AID CORPORATION, by /s/ Xxxxxx Rxxxxx X. Xxxx Name: Xxxxxx Rxxxxx X. Xxxx Title: Exec. Executive Vice President and President, General Counsel and Secretary Each of the Subsidiary Guarantors listed on Schedule V hereto, by /s/ Xxxxxx Rxxxxx X. Xxxx Name: Xxxxxx Rxxxxx X. Xxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxxxx Xxxxx Txxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Txxxxxx X. Xxxxxxxx Title: Managing Director For themselves and on behalf of the other several Underwriters, if any, listed in Schedule I. SCHEDULE I Underwriter Principal Amount Subsidiary Guarantors Corporations 3000 Xxxxxx Xxxx Road–Montgomery Corp. Harco, Inc. K&B Alabama Corporation Rite Aid of Securities to be Purchased Citigroup Global Markets Alabama, Inc. $ 446,470,588.24 Wachovia Capital MarketsThrifty Corporation Thrifty PayLess, Inc. Rite Aid of Connecticut, Inc. Eagle Managed Care Corp. K&B, Incorporated Rite Aid Drug Palace, Inc. Rite Aid Hdqtrs. Corp. Rite Aid Hdqtrs. Funding, Inc. Rite Aid of Delaware, Inc. Rite Aid Transport, Inc. Rite Fund, Inc. Rite Investments Corp. Rx Choice, Inc. Rite Aid Realty Corp. Pxxxxx Drive and Navy Boulevard Property Corporation Rite Aid of Florida, Inc. Rite Aid of Georgia, Inc. Rite Aid of Illinois, Inc. Rite Aid of Indiana, Inc. Rite Aid of Kentucky, Inc. K&B Louisiana Corporation K&B Services, Incorporated Rite Aid of Maine, Inc. Rite Aid of Massachusetts, Inc. GDF, Inc. READ’s Inc. Rite Aid of Maryland, Inc. Apex Drug Stores, Inc. PDS-1 Michigan, Inc. Perry Distributors, Inc. Perry Drug Stores, Inc. Ram–Utica, Inc. RDS Detroit, Inc. Rite Aid of Michigan, Inc. K&B Mississippi Corporation Rite Aid of New Hampshire, Inc. 657–659 Broad St. Corp. Lakehurst and Broadway Corporation Rite Aid of New Jersey, Inc. Rite Aid of New York, Inc. Rite Aid Rome Distribution Center, Inc. Rite Aid of North Carolina, Inc. 4000 Xxxxxxxxxxxx Xxxxxx Xxxx–Xxxxxxxxxxxx Xxxx, Inc. 5600 Superior Properties, Inc. Broadview and Wallings–Broadview Heights Ohio, Inc. Rite Aid of Ohio, Inc. The Lane Drug Company Keystone Centers, Inc. Rite Aid of Pennsylvania, Inc. 500 Xxx Xxxxxx Corporation Rite Aid of South Carolina, Inc. K&B Tennessee Corporation Rite Aid of Tennessee, Inc. K&B Texas Corporation Rite Aid of Vermont, Inc. England Street–Asheland Corporation Rite Aid of Virginia, Inc. 5277 Associates, Inc. Rite Aid of Washington, D.C., Inc. Rite Aid of West Virginia, Inc. Bxxxxx Pharmacy, Inc. Eckerd Corporation EDC Licensing, Inc. Gxxxxxxx Drug Stores, Inc. JCG Holdings (USA), Inc. Maxi Drug North, Inc. Maxi Drug, Inc. P.J.C. Distribution, Inc. P.J.C. Realty Co., Inc. PJC Lease Holdings, Inc. PJC Special Realty Holdings, Inc. The Jxxx Xxxxx Group (PJC) USA, Inc. Thrift Drug Services, Inc. Thrift Drug, Inc. Eckerd Fleet, Inc. PJC of Massachusetts, Inc. PJC Realty MA, Inc. EDC Drug Stores, Inc. MC Woonsocket, Inc. PJC of Cranston, Inc. PJC of East Providence, Inc. PJC of Rhode Island, Inc. P.J.C. of West Warwick, Inc. Maxi Green Inc. PJC of Vermont, Inc. Limited Liability Companies 1000 Xxxx Xxxxx Xxxxxx Xxxxx, Xxxxx, LLC 50,000,000.00 Barclays Capital Inc. 3,529,411.76 Total $ 500,000,000.00Axx & Government Streets–Mobile, Alabama, LLC Central Avenue & Main Street Petal-MS, LLC Eighth and Water Streets–Urichsville, Ohio, LLC Mxxxxx & Axxxxxx, LLC Name Rxxx, X.X.X. Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC Rite Aid Services, L.L.C. Silver Springs Road–Baltimore, Maryland/One, LLC Silver Springs Road–Baltimore, Maryland/Two, LLC State & Fortification Streets–Jackson, Mississippi, LLC State Street and Hill Road–Gxxxxx, Ohio, LLC Txxxx and Sxxxxxx Roads, Birmingham–Alabama, LLC 1740 Associates, LLC Northline & Dxx–Toledo–Southgate, LLC Seven Mile and Evergreen–Detroit, LLC 700 Xxxxx Xxxxxxxx–Xxxxxx, Ohio, LLC Gettysburg and Hxxxxx–Dayton, Ohio, LLC Mxxxxxxx & Chillicothe Roads–Chesterland, LLC 100 Xxxxxxxx Xxxxxx Norfolk, LLC Fairground, L.L.C. JCG (PJC) USA, LLC PJC Dorchester Realty LLC PJC East Lyme Realty LLC PJC Haverhill Realty LLC PJC Hermitage Realty LLC PJC Hyde Park Realty LLC PJC Manchester Realty LLC PJC Mansfield Realty LLC PJC New London Realty LLC PJC Peterborough Realty LLC PJC Providence Realty LLC PJC Realty N.E. LLC PJC Revere Realty LLC Limited Partnerships Maxi Drug South, L.P.

ABSENCE OF FIDUCIARY RELATIONSHIPS. The Company acknowledges and each Subsidiary Guarantor acknowledge and agree agrees that the Underwriters are acting solely in the capacity of an arm’s-arm's length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or the Subsidiary GuarantorsCompany. Additionally, neither the Representative Representatives nor any other Underwriter (solely in their capacity as such) is advising the Company or the Subsidiary Guarantors as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in connection with the offering of Securities contemplated hereby. In connection with the offering of Securities contemplated hereby, the Company and the Subsidiary Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto, except as otherwise set forth herein. Any review by the Underwriters of the Company or the Subsidiary GuarantorsCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Subsidiary GuarantorsCompany. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, RITE AID CORPORATION, by /s/ Xxxxxx X. Xxxx Sari --------------------------------- Name: Xxxxxx X. Xxxx Sari Title: Exec. Senior Vice President and President, General Counsel Each of the Subsidiary Guarantors listed on Schedule V heretoand Secretary Accepted: August 16, by /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory 2005 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For themselves and on behalf of the other several Underwriters, if any, listed in Schedule I. SCHEDULE I Underwriter Principal Amount of Securities to be Purchased by Citigroup Global Markets Inc. $ 446,470,588.24 Wachovia Capital Markets, LLC 50,000,000.00 Barclays Capital Inc. 3,529,411.76 Total $ 500,000,000.00By --------------------------------- Name: Title:

ABSENCE OF FIDUCIARY RELATIONSHIPS. The Company acknowledges and each Subsidiary Guarantor acknowledge and agree agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or the Subsidiary GuarantorsCompany. Additionally, neither the Representative nor any other Underwriter (solely in their capacity as such) is advising the Company or the Subsidiary Guarantors as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in connection with the offering of Securities contemplated hereby. In connection with the offering of Securities contemplated hereby, the Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto, except as otherwise set forth herein. Any review by the Underwriters of the Company or the Subsidiary GuarantorsCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Subsidiary GuarantorsCompany. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, RITE AID CORPORATION, by /s/ Xxxxxx X. Xxxx Sari Name: Xxxxxx X. Xxxx Sari Title: Exec. Vice President and General Counsel Each of the Subsidiary Guarantors listed on Schedule V hereto, by /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director For themselves and on behalf of the other several Underwriters, if any, listed in Schedule I. SCHEDULE I Underwriter Principal Amount of Securities to be Purchased Citigroup Global Markets Inc. $ 446,470,588.24 Wachovia Capital Markets, LLC 50,000,000.00 Barclays Capital Inc. 3,529,411.76 Total $ 500,000,000.00

ABSENCE OF FIDUCIARY RELATIONSHIPS. The Company acknowledges and each Subsidiary Guarantor acknowledge and agree agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or the Subsidiary GuarantorsCompany. Additionally, neither the Representative nor any other Underwriter (solely in their capacity as such) is advising the Company or the Subsidiary Guarantors as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in connection with the offering of Securities contemplated hereby. In connection with the offering of Securities contemplated hereby, the Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto, except as otherwise set forth herein. Any review by the Underwriters of the Company or the Subsidiary GuarantorsCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Subsidiary GuarantorsCompany. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours[signature page follows] VERY TRULY YOURS, RITE AID CORPORATION, by By /s/ Xxxxxx Rxxxxx X. Xxxx Sari Name: Xxxxxx Rxxxxx X. Xxxx Sari Title: Exec. Executive Vice President and President, General Counsel Each of the Subsidiary Guarantors listed on Schedule V hereto, by and Secretary THE FOREGOING AGREEMENT IS HEREBY CONFIRMED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN. CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxxx X. Xxxx Guy Seebohn Name: Xxxxxx X. Xxxx Guy Seebohn Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director MD For themselves and on behalf of the other several Underwriters, if any, listed in Schedule I. SCHEDULE I Underwriter Principal Amount of Underwritten Securities to be Purchased Maximum Principal Amount of Option Securities to be Purchased if Over-allotment is Exercised Citigroup Global Markets Inc. $ 446,470,588.24 Wachovia Capital Markets, LLC 50,000,000.00 Barclays Capital Inc. 3,529,411.76 150,000,000.00 $ 8,000,000 Total $ 500,000,000.00150,000,000.00 $ 8,000,000 Representatives: Citigroup Global Markets Inc. Purchase Price of Underwritten Securities: 97% of principal amount of Underwritten Securities plus accrued interest, if any, from May 29, 2008