8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report: January 16, 2009

Rite Aid Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-5742	23-1614034
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

30 Hunter Lane, Camp Hill, Pennsylvania 17011

(Address of principal executive offices, including zip code)

(717) 761-2633

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Under the terms of the Receivables Financing Agreement dated as of September 21, 2004 (as amended, the “Receivable Financing Agreement”), Rite Aid Corporation (the "Company") sells substantially all of its eligible third party pharmaceutical receivables to a special purpose entity ("SPE") and retains servicing responsibility (the "Existing Facility"). The assets of the SPE are not available to satisfy the creditors of any other person, including any of the Company’s affiliates. These agreements provide for the Company to sell, and for the SPE to purchase, these receivables. The SPE then transfers interests in these receivables to various commercial paper vehicles ("CPVs").  Under the terms of the securitization agreements, the total amount of interest in receivables that can be transferred to the CPVs is $650 million. The amounts available to the Company under the Receivables Financing Agreement are dependant upon a formula that takes into account such factors as write-off history, receivable concentrations and other adjustments.  Adjustments to the formula are at the discretion of the CPVs.  Should any of the CPVs fail to renew their commitment under these agreements, the Company has access to a backstop facility, which is backed by the CPVs, and which expires in September 2010, to provide receivable financing to the Company.  Similar to the Receivable Financing Agreement, amounts available under the backstop facility would be dependent upon a formula that takes into account such factors as default history, obligor concentrations and potential dilution and adjustments to the formula would be at the discretion of the banks.

On January 15, 2009, the Company entered into an amendment to its Receivables Financing Agreement  and a related fee letter (the "Amendment"), by and among Rite Aid Funding II, CAFCO, LLC, CRC FUNDING, LLC, Falcon Asset Securitization Company LLC, Variable Funding Capital Company LLC, as the investors, Citibank, N.A. ("Citibank"), JPMorgan Chase Bank, N.A. ("JPMorgan") and Wachovia Bank, National Association ("Wachovia"), as the banks, Citicorp North America, Inc. ("CNAI"), as program agent, CNAI, JPMorgan and Wachovia, as investor agents, Rite Aid Hdqtrs. Funding, Inc., as collection agent, and certain other parties thereto as originators, extending their commitment to the Receivables Financing Agreement, which had been scheduled to expire on January 15, 2009, to January 22, 2009 (the "Extension Period").   As a result of the Amendment, the Company will not currently use  the backstop facility and has the time to further negotiate and implement the renewal described below.

The Amendment also modifies the program and liquidity fees under the Receivables Financing  Agreement. The program fee has been modified from LIBOR plus 1.25% to LIBOR plus 2.00% of the receivables funded by the CPV’s. The liquidity fee has been modified from 1.50% to 3.50% of the total securitization agreement commitment of $650,000,000.

The Company is currently negotiating a renewal of the Existing Facility to take effect following expiration of the Extension Period.  The Company can give no assurance, however, that it will be able to obtain a renewal of the Existing Facility on favorable terms or at all.  As previously disclosed, the Company expects that its availability to borrow under the facility will decrease due to expected changes in obligor concentrations.  Depending on the outcome of the renewal negotiations, the Company may seek alternate sources of liquidity to offset any reduction in borrowing and/or utilize the backstop facility referred to above.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 99.1 hereto.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibits.

99.1 Amendment No. 9 to Receivables Financing Agreement, dated January 15, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

Date: January 16, 2009	By:	/s/ Robert B. Sari
	Name:	Robert B. Sari
	Title:	Executive Vice President,
		General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Amendment No. 9 to Receivables Financing Agreement, dated January 15, 2009

EX-99.1

Amendment No. 9 to Receivables Financing Agreement

This AMENDMENT NO. 9 TO RECEIVABLES FINANCING AGREEMENT, dated as of January 15, 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”) and each of the parties named in Schedule III to the Agreement (as defined below) as originators (the “Originators”).

Preliminary Statements.  (1) The Borrower, the Investors (other than CRC), the Program Agent, the Banks, the Investor Agents, the Collection Agent, the Originators and The Bank of New York, as Trustee are parties to a Receivables Financing Agreement, dated as of September 21, 2004, as amended as of September 20, 2005, December 30, 2005, September 19, 2006, November 9, 2006, February 20, 2007, August 31, 2007, September 18, 2007 and September 16, 2008 (the “Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Agreement).

(2)           The Borrower, the Investors, the Program Agent, the Banks, the Investor Agents, the Collection Agent and the Originators wish to amend the Agreement.

NOW, THEREFORE, the parties agree as follows:

SECTION 1.Amendments to Agreement.  As of the Effective Date (as defined below in Section 2), the Agreement is amended as follows:

1.1Section 1.01 of the Agreement is amended as follows:

(a)The definition of “Assignee Rate” is amended by deleting the parenthetical expression which follows the term “0.75%” in the last paragraph of said definition and replacing it with the following:  “(or, if the Applicable Margin is then 8.50%, 6.00%)”.

(b)The definition of “Commitment Termination Date” is amended by (i) deleting the date “January 15, 2009” contained in clause (a) thereof and replacing it with the date “January 22, 2009” and (ii) replacing the phrase “each Investor” in the fourth line thereof with the phrase “one or more Investors”.

(c)The definition of “Facility Termination Date” is amended by deleting the date “January 15, 2009” contained in clause (a) thereof and replacing it with the date “September 14, 2010”.

(d)The definition of “Yield” is amended by deleting the parenthetical expression at the end thereof and replacing it with the following:

“(on and after January 15, 2009, at the higher of 10.00% per annum above the Eurodollar Rate and 7.00% per annum above the Alternate Base Rate).”

1.2Annex H (Applicable Margin) to the Agreement is amended in its entirety to read as Exhibit I to this Amendment Agreement.

SECTION 2.Condition to Effectiveness.  This Amendment Agreement shall become effective when fully executed counterparts of this Amendment Agreement and a new Fee Agreement have been delivered to the Program Agent (the “Effective Date”).

SECTION 3.Representations and Warranties.  Each of the Borrower and the Collection Agent represents and warrants that each of the representations and warranties contained in Section 4.01 and Section 4.02, respectively, of the Agreement (after giving effect to this Amendment Agreement) are correct in all material respects on and as of the date of this Amendment Agreement as though made on and as of such date.

SECTION 4.Confirmation of Agreement.  Each reference in the Agreement to “this Agreement” or “the Agreement” shall mean the Agreement as amended by this Amendment Agreement, and as hereafter amended or restated.  Except as herein expressly amended, the Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.

SECTION 5.Confirmation of Parent Undertakings.  The Parent, by its signature below, hereby confirms and agrees that notwithstanding the effectiveness of this Amendment Agreement, the Parent Undertakings shall continue to be in full force and effect and shall apply to the Agreement as amended as contemplated by this Amendment Agreement, and the Parent Undertakings are hereby ratified and confirmed.

SECTION 6.Costs and Expenses.  The Borrower agrees to pay on demand all reasonable costs and expenses in connection with the preparation, execution and delivery of this Amendment Agreement and any other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Program Agent, the Investor Agents, the Investors and the Banks with respect thereto.

SECTION 7.GOVERNING LAW.  THIS AMENDMENT AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK,  BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

SECTION 8.Execution in Counterparts.  This Amendment Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken

together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment Agreement by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

RITE AID FUNDING II
By:	/s/ James J. Comitale
Name:  James J. Comitale
Title:  Vice President

CAFCO, LLC
By:	Citicorp North America, Inc., as Attorney-in-Fact

By:	/s/ Tom Sullivan
	Name:  Tom Sullivan
	Title:  Director, VP

CRC FUNDING, LLC
By:	Citicorp North America, Inc., as Attorney-in-Fact

By:	/s/ Tom Sullivan
	Name: Tom Sullivan
	Title:  Director, VP

FALCON ASSET SECURITIZATION   COMPANY LLC
By:	JPMorgan Chase Bank, N.A., its attorney-in-fact
By:	/s/ John M. Kuhns
	Name:  John M. Kuhns
	Title:  Executive Director

VARIABLE FUNDING CAPITAL COMPANY LLC
By:	Wachovia Capital Markets, LLC, Inc., as Attorney-in-Fact

By:	/s/ Douglas R. Wilson, Sr.
	Name:  Douglas R. Wilson, Sr.
	Title:  Director

CITICORP NORTH AMERICA, INC.,   as Program Agent and as an Investor Agent
By:	/s/ Tom Sullivan
Name:  Tom Sullivan
Title:  Director, VP

CITIBANK, N.A.
By:	/s/ Tom Sullivan
Name:  Tom Sullivan
Title:

JPMORGAN CHASE BANK, N.A.   as a Bank and as an Investor Agent
By:	/s/ John M. Kuhns
Name:  John M. Kuhns
Title:  Executive Director

WACHOVIA BANK, NATIONAL ASSOCIATION   as a Bank and as an Investor Agent
By:	/s/ Michael J. Landry
	Name: Michael J. Landry
	Title: Vice President

RITE AID HDQTRS. FUNDING INC.
By:	/s/  James J. Comitale
	Name:  James J. Comitale
	Title:  Vice President

RITE AID CORPORATION

RITE AID OF CONNECTICUT, INC.

RITE AID OF DELAWARE, INC.

RITE AID OF GEORGIA, INC.

RITE AID OF INDIANA, INC.

RITE AID OF KENTUCKY, INC.

RITE AID OF MAINE, INC.

RITE AID OF MARYLAND, INC.

RITE AID OF MICHIGAN, INC.

RITE AID OF NEW HAMPSHIRE, INC.

RITE AID OF NEW JERSEY, INC.

RITE AID OF NEW YORK, INC.

RITE AID OF OHIO, INC.

RITE AID OF PENNSYLVANIA, INC.

RITE AID OF TENNESSEE, INC.

RITE AID OF VERMONT, INC.

RITE AID OF VIRGINIA, INC.

RITE AID OF WASHINGTON, D.C., INC.

RITE AID OF WEST VIRGINIA, INC.

KEYSTONE CENTERS, INC.

THE LANE DRUG COMPANY

RITE AID DRUG PALACE, INC.

THRIFTY PAYLESS, INC.

HARCO, INC.

PERRY DRUG STORES, INC.

APEX DRUG STORES, INC.

PDS-1 MICHIGAN, INC.

RDS DETROIT, INC.

K & B ALABAMA CORPORATION

K & B LOUISIANA CORPORATION

K & B MISSISSIPPI CORPORATION

K & B TENNESSEE CORPORATION

ECKERD CORPORATION

GENOVESE DRUG STORES, INC.

EDC DRUG STORES, INC.

MAXI DRUG, INC.

MAXI DRUG SOUTH, L.P.

MAXI DRUG NORTH, INC.

MAXI GREEN, INC.

THRIFT DRUG, INC.

By:	/s/ Robert B. Sari
	Name:  Robert B. Sari
	Title:  EVP as to Rite Aid Corporation
	EVP as to all Originators

EXHIBIT I

ANNEX H

APPLICABLE MARGIN

8.50%, regardless of the senior unsecured rating for the Parent.

Notwithstanding the above, if the Applicable Margin or equivalent amount payable to the Lenders under the Credit Agreement is increased at any time, then the Applicable Margin payable hereunder shall be increased by a similar amount.