Following is a summary of indebtedness and lease financing obligations at June 2, 2012 and March 3, 2012:

	June 2, 2012			March 3, 2012

Secured Debt:
Senior secured revolving credit facility due August 2015 (or April 2014, see Credit Facility below)	$	—		$	136,000
Tranche 2 Term Loan due June 2014		1,044,433			1,044,433
Tranche 5 Term Loan due March 2018 ($333,367 face value less unamortized discount of $1,425 and $1,488)		331,942			331,879
9.75% senior secured notes (senior lien) due June 2016 ($410,000 face value less unamortized discount of $4,315 and $4,579)		405,685			405,421
8.00% senior secured notes (senior lien) due August 2020		650,000			650,000
10.375% senior secured notes (second lien) due July 2016 ($470,000 face value less unamortized discount of $23,040 and $24,422)		446,960			445,578
7.5% senior secured notes (second lien) due March 2017		500,000			500,000
10.25% senior secured notes (second lien) due October 2019 ($270,000 face value less unamortized discount of $1,518 and $1,569)		268,482			268,431
Other secured		5,314			5,342

		3,652,816			3,787,084
Guaranteed Unsecured Debt:
8.625% senior notes due March 2015		—			54,156
9.375% senior notes due December 2015 ($405,000 face value less unamortized discount of $2,673) (satisfied and discharged on June 1, 2012)		—			402,327
9.5% senior notes due June 2017 ($810,000 face value less unamortized discount of $6,504 and $6,830)		803,496			803,170
9.25% senior notes due March 2020 ($902,000 face value plus unamortized premium of $5,263)		907,263			481,000

		1,710,759			1,740,653
Unsecured Unguaranteed Debt:
9.25% senior notes due June 2013		6,015			6,015
6.875% senior debentures due August 2013		180,277			180,277
8.5% convertible notes due May 2015		64,188			64,188
7.7% notes due February 2027		295,000			295,000
6.875% fixed-rate senior notes due December 2028		128,000			128,000

		673,480			673,480
Lease financing obligations		126,350			126,984

Total debt		6,163,405			6,328,201
Current maturities of long-term debt and lease financing obligations		(33,627	)		(79,421	)

Long-term debt and lease financing obligations, less current maturities	$	6,129,778		$	6,248,780

The Company has a senior secured credit facility that consists of a $1,175,000 revolving credit facility and two term loans, a $1,044,433 senior secured term loan (the "Tranche 2 Term Loan") and a $331,942 senior secured term loan (the "Tranche 5 Term Loan"). Borrowings under the revolving credit facility bear interest at a rate per annum between LIBOR plus 3.25% and LIBOR plus 3.75% if the Company chooses to make LIBOR borrowings, or between Citibank's base rate plus 2.25% and Citibank's base rate plus 2.75%, in each case based upon the amount of revolver availability, as defined in the senior secured credit facility. The Company is required to pay fees between 0.50% and 0.75% per annum on the daily unused amount of the revolver depending on the amount of revolver availability. Amounts drawn under the revolver become due and payable on August 19, 2015, provided that such maturity date shall instead be April 18, 2014 in the event that on or prior to April 18, 2014 the Company does not repay, refinance or otherwise extend the maturity date of its Tranche 2 Term Loan to a date that is at least 90 days after August 19, 2015 and, in the case of a repayment or refinancing, the Company must have at least $500,000 of availability under the revolver. The Tranche 2 Term Loan will mature on June 4, 2014 and currently bears interest at a rate per annum equal to LIBOR plus 1.75%, if the Company elects LIBOR borrowings, or at Citibank's base rate plus 0.75%. The Tranche 5 Term Loan will mature on March 3, 2018 and currently bears interest at a rate per annum equal to LIBOR plus 3.25% with a 1.25% LIBOR floor.

The Company's ability to borrow under the revolver is based upon a specified borrowing base consisting of accounts receivable, inventory and prescription files. At June 2, 2012, the Company had no borrowings outstanding under the revolver and had letters of credit outstanding thereunder of $125,164 which gave the Company additional borrowing capacity of $1,049,836.

The senior secured credit facility contains certain restrictions on the ability of the Company and the subsidiary guarantors to accumulate cash on hand, and under certain circumstances, requires the funds in the Company's deposit accounts to be applied first to the repayment of outstanding revolving loans under the senior secured credit facility and then to be held as Collateral for the senior obligations.

The senior credit facility restricts the amount of secured second priority debt and unsecured debt the Company may have outstanding in addition to borrowings under the senior secured credit facility and existing indebtedness, subject to limitations on the amount of such debt that shall mature or require scheduled payments of principal prior to three months after June 4, 2014. The senior secured credit facility allows the Company to incur an unlimited amount of unsecured debt with a maturity beyond three months after June 4, 2014. However, the indentures that govern the Company's secured and guaranteed unsecured notes contain restrictions on the amount of additional secured and unsecured debt that can be incurred by the Company. The Company could not incur any additional secured debt assuming a fully drawn revolver and the outstanding letters of credit. The senior secured credit facility also contains restrictions on the amount of secured first priority debt the Company may incur. The ability to issue additional unsecured debt under the indentures is governed by an interest coverage ratio test.

The senior secured credit facility contains additional covenants which place restrictions on the incurrence of debt, the payments of dividends, sale of assets, mergers and acquisitions and the granting of liens. The credit facility has a financial covenant, which is the maintenance of a fixed charge coverage ratio. The covenant requires that, if availability on the revolving credit facility is less than $150,000, the Company must maintain a minimum fixed charge coverage ratio of 1.05 to 1.00. As of June 2, 2012, the Company was in compliance with this financial covenant. The senior secured credit facility also provides for customary events of default.

Substantially all of Rite Aid Corporation's 100 percent owned subsidiaries guarantee the obligations under the senior secured credit facility, secured guaranteed notes and unsecured guaranteed notes. The senior secured credit facility and secured guaranteed notes are secured, on a senior or second priority basis, as applicable, by a lien on, among other things, accounts receivable, inventory and prescription files of the subsidiary guarantors. The subsidiary guarantees related to the Company's senior secured credit facility and secured guaranteed notes and, on an unsecured basis, the unsecured guaranteed notes are full and unconditional and joint and several, and there are no restrictions on the ability of the Company to obtain funds from its subsidiaries. Also, the Company has no independent assets or operations, and subsidiaries not guaranteeing the credit facility and applicable notes are minor. Accordingly, condensed consolidating financial information for the Company and subsidiaries is not presented.

In February 2012, the Company issued $481,000 of its 9.25% senior notes due 2020 and in May 2012, the Company issued an additional $421,000 of its 9.25% senior notes due 2020. The proceeds of the notes, together with available cash, were used to repurchase the 8.625% senior notes due 2015 and the 9.375% senior notes due 2015, respectively. These notes are unsecured, unsubordinated obligations of Rite Aid Corporation and rank equally in right of payment with all other unsubordinated indebtedness. The Company's obligations under the notes are fully and unconditionally guaranteed, jointly and severally, on an unsubordinated basis, by all of its subsidiaries that guarantee the Company's obligations under the senior secured credit facility and the outstanding 8.00% senior secured notes due 2020, 9.75% senior secured notes due 2016, 10.375% senior secured notes due 2016, 7.5% senior secured notes due 2017, 10.25% senior secured notes due 2019 and 9.5% senior notes due 2017.

In February 2012, the Company completed a tender offer for the 8.625% notes in which $404,844 aggregate principal amount of the outstanding 8.625% notes were tendered and repurchased, resulting in an aggregate loss on debt retirement of $16,066, recorded in the fourth quarter of fiscal 2012. During March 2012, the Company called and redeemed the remaining 8.625% notes for $55,644, which included the call premium and interest through the redemption date.

In May 2012, the Company completed a tender offer for the 9.375% notes in which $296,269 aggregate principal amount of the outstanding 9.375% notes were tendered and repurchased. The Company called for the redemption of the remaining 9.375% notes which were satisfied and discharged on June 1, 2012 for $108,731. The May 2012 refinancing resulted in an aggregate loss on debt retirement of $17,842.

The aggregate annual principal payments of long-term debt for the remainder of fiscal 2013 and thereafter are as follows: 2013—$5,261; 2014—$189,317; 2015—$1,044,692; 2016—$67,618; 2017—$883,430 and $3,878,276 thereafter.