Rite Aid Store Closure List

Case 23-18993-MBK Doc 37 Filed 10/16/23 Entered 10/16/23 03:31:27 Desc Main
Document Page 1 of 89
KIRKLAND & ELLIS LLP COLE SCHOTZ P.C.

KIRKLAND & ELLIS INTERNATIONAL LLP Michael D. Sirota, Esq.
Edward O. Sassower, P.C. Warren A. Usatine, Esq.
Joshua A. Sussberg, P.C. (pro hac vice pending) Felice R. Yudkin, Esq.
Aparna Yenamandra, P.C. (pro hac vice pending) Seth Van Aalten, Esq. (pro hac vice pending)
Ross J. Fiedler (pro hac vice pending) Court Plaza North, 25 Main Street
Zachary R. Manning (pro hac vice pending) Hackensack, New Jersey 07601
601 Lexington Avenue Telephone: (201) 489-3000
New York, New York 10022
[email protected]
Telephone: (212) 446-4800
[email protected]
Facsimile: (212) 446-4900
[email protected] [email protected]
[email protected] [email protected]
[email protected]
[email protected]
[email protected] Proposed Co-Counsel to the Debtors and
Debtors in Possession
Proposed Co-Counsel to the Debtors and

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEW JERSEY
In re: Chapter 11
RITE AID CORPORATION, et al., Case No. 23-18993 (MBK)
Debtors. 1 (Joint Administration Requested)
DEBTORS’ MOTION FOR

ENTRY OF INTERIM AND FINAL ORDERS
(I) AUTHORIZING AND APPROVING THE CONDUCT OF STORE
CLOSING SALES, WITH SUCH SALES TO BE FREE AND CLEAR OF ALL
LIENS, CLAIMS, AND ENCUMBRANCES, AND (II) GRANTING RELATED RELIEF
TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:
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The last four digits of Debtor Rite Aid Corporation’s tax identification number are 4034. A complete list of the
Debtors in these chapter 11 cases and each such Debtor’s tax identification number may be obtained on the
website of the Debtors’ proposed claims and noticing agent at https://restructuring.ra.kroll.com/RiteAid.
The location of Debtor Rite Aid Corporation’s principal place of business and the Debtors’ service address in
these chapter 11 cases is 1200 Intrepid Avenue, 2nd Floor, Philadelphia, Pennsylvania 19112.
The above-captioned debtors and debtors in possession (collectively, the “Debtors”)
respectfully state the following in support of this motion (this “Motion”): 2
Relief Requested
The Debtors seek entry of orders, substantially in the forms attached hereto as
Exhibit A and Exhibit B (respectively, the “Interim Order” and “Final Order”): (a) authorizing
and approving the continuation or initiation of store closing or similar themed sales (the “Initial
Store Closings”) at the stores identified on Schedule 1 to Exhibit A (collectively, the “Initial
Closing Stores”); (b) authorizing and approving the Debtors to conduct store closings at additional
stores (the “Additional Store Closings” and, together with the Initial Store Closings,
the “Store Closings”) at a later date or dates pursuant to the procedures set forth herein
(collectively, the “Additional Closing Stores,” if any, and together with the Initial Closing Stores,
the “Closing Stores”), with all such sales to be free and clear of all liens, claims, and encumbrances
(the “Sales”), in accordance with the terms of the store closing sale guidelines
(the “Sale Guidelines”), attached as Schedule 2 to Exhibit A; and (c) granting related relief. In
addition, the Debtors request that the Court schedule a final hearing within approximately 30 days
after the commencement of these chapter 11 cases to consider entry of the Final Order.
In support of this Motion, the Debtors respectfully submit (a) the Declaration of
Marc Liebman in Support of Debtors’ Motion for Entry of Interim and Final Orders
(I) Authorizing and Approving the Conduct of Store Closing Sales, With Such Sales to Be Free and
Clear of All Liens, Claims, and Encumbrances, and (II) Granting Related Relief
2
A detailed description of the Debtors and their businesses, including the facts and circumstances giving rise to
the Debtors’ chapter 11 cases, is set forth in the Declaration of Jeffrey S. Stein in Support of Debtors’ Chapter 11
Petitions and First Day Motions (the “First Day Declaration”), filed contemporaneously
herewith. Capitalized terms used but not defined in this motion have the meanings ascribed to them in the First
Day Declaration.
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(the “Liebman Declaration”) and (b) the Declaration of Elise S. Frejka in Support of Debtors’
Motions for Entry of Orders (I) Approving Bidding Procedures and Related Relief and
(II) Authorizing and Approving the Conduct of Store Closing Sales, With Such Sales to Be Free
and Clear of All Liens, Claims, and Encumbrances and Related Relief (the “Frejka Declaration”),
each filed contemporaneously herewith.
Jurisdiction and Venue
The United States Bankruptcy Court for the District of New Jersey (the “Court”)
has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of
Reference to the Bankruptcy Court Under Title 11, entered July 23, 1984, and amended on
September 18, 2012 (Simandle, C.J.). The Debtors confirm their consent to the Court entering a
final order in connection with this Motion to the extent that it is later determined that the Court,
absent consent of the parties, cannot enter final orders or judgments in connection herewith
consistent with Article III of the United States Constitution.
Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
The bases for the relief requested herein are sections 105, 363, 365, and 554 of
title 11 of the United States Code (the “Bankruptcy Code”), rules 2002, 6003, and 6004 of the
Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and rules 9013-2 and 9013-5 of
the Local Rules of the United States Bankruptcy Court for the District of New Jersey (the “Local
Rules”).
Background
The Debtors, together with their non-Debtor affiliates (collectively, “Rite Aid” or
the “Company”), are on the front lines of delivering healthcare services and retail products to
millions of Americans daily. Founded in 1962 with a single discount drugstore in Scranton,
Pennsylvania, Rite Aid—and its over 45,000 employees—meet the fundamental consumer need
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for pharmacy services across the country through two divisions. On the retail side, Rite Aid
employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations in
17 states. Through Elixir, the Company manages pharmacy benefits for more than one million
members via accredited mail and specialty pharmacies, prescription discount programs, and an
industry-leading claim adjudication platform. Headquartered in Philadelphia, Pennsylvania, Rite
Aid Corporation is publicly held with its common stock trading on the New York Stock Exchange
under the trading symbol, “RAD.”
On October 15, 2023 (the “Petition Date”), each Debtor filed a voluntary petition
for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their business and
managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. Concurrent with the filing of this Motion, the Debtors filed a motion requesting
procedural consolidation and joint administration of these chapter 11 cases. No request for the
appointment of a trustee or examiner has been made in these chapter 11 cases, and no official
committees have been appointed or designated.
I. The Store Closings.
As discussed in the First Day Declaration, the Debtors have worked tirelessly to
build stakeholder consensus around a value-maximizing restructuring of the Company.
The Debtors’ efforts on this front yielded agreement in principle on restructuring terms among the
Company and certain of its key creditor constituencies. A key component of the Company’s
go-forward business plan—and the value-maximizing restructuring of the Debtors contemplated
by the agreement in principle to be memorialized by the Restructuring Support Agreement—is the
continuation and completion of the Debtors’ ongoing multi-year effort to rationalize their retail
pharmacy store footprint. This effort entails, among other things, the closure of certain
underperforming stores (based on a comprehensive cost-benefit analysis).

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The Company’s store portfolio rationalization process has been ongoing for several
years and has accelerated in recent months in connection with the Company’s broader restructuring
efforts. During the twelve-month period ending on September 30, 2023, the Debtors closed
approximately 210 stores, leaving the Debtors with approximately 2,100 operating stores as of the
Petition Date.
The Debtors’ meticulous, thoroughly considered store closure plan is centered on
value maximization and an asset disposition strategy based on proceeds realizable through the sale
or internal transfer of prescription files and related records (collectively, the “Prescription
Assets”), store inventory, including front-end retail inventory (collectively, “Inventory”), and store
fixtures, furniture, and equipment (collectively, “FF&E,” and together with Inventory,
“Non-Prescription Assets”). Before the Petition Date, the Debtors, with the assistance of their
advisors, conducted a comprehensive analysis of the Debtors’ store portfolio, financial
performance, and market geography to identify unprofitable, underperforming, or otherwise sub-
optimal store locations. Once identified, the Debtors determined the best strategy to maximize
proceeds from the closure process for each location. With respect to Inventory, the Debtors’
strategy for maximizing store proceeds consists of either (i) conducting a self-managed strategic
mark-down plan followed by a clearance sale; and/or (ii) transferring Inventory to other Company
store locations that would remain open. With respect to Prescription Assets, the Debtors’ strategy
consists of either (i) transferring (or “pouring”) Prescription Assets to nearby Company store
locations that would remain open, or (ii) selling Prescription Assets to another (non-Rite Aid)
pharmacy.
After the completion of these asset dispositions, the Debtors would then vacate the
closing store location and address the applicable lease as deemed appropriate by the Debtors in
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their business judgment. With respect to the Closing Stores and any leased stores vacated
prepetition, the Debtors anticipate that they will either reject the applicable leases or assume and
assign them to one or more third-party buyers, consistent with their business judgment. 3
This Motion essentially seeks authority for the Debtors to continue their prepetition
store closure process, including through conducting Sales (including Sales of Prescription Assets)
pursuant to the proposed Interim and Final Orders and the Sale Guidelines incorporated therein.
As of the filing of this Motion, the Debtors expect to proceed with the Initial Store Closings in the
near-term. In light of the Debtors’ ongoing store portfolio rationalization analysis, the Debtors
request authority to conduct Additional Store Closings at Additional Closing Stores identified at a
later date or dates, pursuant to the Sale Guidelines.
II. The Sale Guidelines.
To maximize the value of Prescription Assets and Non-Prescription Assets
(together, the “Closing Store Assets”) and effectuate the Store Closings, the Debtors seek approval
of streamlined procedures to sell the Closing Store Assets free and clear of liens, claims, and
encumbrances (with the proceeds thereof distributed in accordance with the DIP Orders). 4 As set
forth below, the Sale Guidelines are substantially similar to sale guidelines approved in pharmacy
and/or retail bankruptcies across the United States. The Debtors also seek approval of the Sale
3
Contemporaneously herewith, the Debtors filed (a) the Debtors’ Motion for Entry of an Order (I) Authorizing
(A) Rejection of Certain Unexpired Leases of Non-Residential Real Property and (B) Abandonment of any
Personal Property, Effective as of the Rejection Date and (II) Granting Related Relief (the “Lease Rejection
Motion”) and (b) the Debtors’ Motion for Entry of an Order (I) Authorizing and Approving Procedures to Reject
or Assume Executory Contracts and Unexpired Leases and (II) Granting Related Relief (the “Assumption and
Rejection Procedures Motion”). This Motion seeks independent relief and does not request authorization to reject,
assume, or assume and assign any executory contract or unexpired lease of the Debtors.
4
“DIP Orders” means any interim or final orders of the Court granting the Debtors’ Motion for Entry of Interim
and Final Orders (I) Authorizing Debtors To (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral,
(II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection,
(IV) Modifying the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief.
6
Guidelines to provide newspaper and other advertising media in which the Sales may be advertised
with comfort that the Debtors are conducting the Sales, as applicable, in compliance with
applicable law and with the Court’s approval. The Debtors seek interim approval of the Sale
Guidelines to allow the continuation and commencement of the Sales at the Closing Stores.
The Debtors have determined, in the exercise of their reasonable business judgment
and in consultation with their advisors, that the Sale Guidelines will provide the best and most
efficient means of selling the Closing Store Assets to maximize their value to the estates.
III. Liquidation Sale Laws and Dispute Resolution Procedures.
Certain jurisdictions in which the Debtors operate stores have or may have licensing
or other requirements governing the conduct of store closing, liquidation, or other inventory
clearance sales, including, without limitation, state and local laws, statutes, rules, regulations, and
ordinances (collectively, the “Liquidation Sale Laws”). The Liquidation Sale Laws may establish
licensing, permitting, or bonding requirements, waiting periods, time limits, bulk sale restrictions,
and augmentation limitations that would otherwise apply to the Store Closings. Such requirements
hamper the Debtors’ ability to maximize value in selling the Closing Store Assets. Subject to the
Court’s approval, the Debtors intend to conduct the Store Closings in accordance with the
Sale Guidelines, and to the extent the Sale Guidelines conflict with the Liquidation Sale Laws, the
Sale Guidelines shall control.
For the orderly resolution of any disputes between the Debtors and any
Governmental Units (as defined in section 101(27) of the Bankruptcy Code) arising due to the Sale
Guidelines and the alleged applicability of any Liquidation Sale Laws, the Debtors respectfully
request that the Court approve and authorize the Debtors to implement the following dispute
resolution procedures (the “Dispute Resolution Procedures”), as set forth in the Interim and Final
Orders:
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i. Provided that the Sales are conducted in accordance with the Interim Order, any
Final Order, and the Sale Guidelines, the Debtors and the Debtors’ landlords shall
be deemed to be in compliance with any requirements of any and all county, parish,
municipal, or other local government (collectively, “Local”) and state Liquidation
Sale Laws that would otherwise apply to the Store Closings or the Sales; provided
that the term “Liquidation Sale Laws” shall not include any public health or safety
laws of any state (collectively, “Safety Laws”), and the Debtors shall continue to
be required to comply with applicable Safety Laws and applicable General Laws
(as defined in the Interim and Final Orders), subject to any applicable provisions of
the Bankruptcy Code and federal law, and nothing in the Interim Order or the Final
Order shall be deemed to bar Governmental Units (as defined in section 101(27) of
the Bankruptcy Code) or public officials from enforcing Safety Laws or General
Laws.
ii. Within five business days after entry of the Interim Order, or as soon as reasonably
practicable thereafter, the Debtors will serve by first-class mail copies of the Interim
Order, the proposed Final Order, and the Sale Guidelines on the following: (a) the
Attorney General’s office for each state where the Sales are being held; (b) the
Board of Pharmacy’s office for each state where a Closing Store is located; (c) the
county consumer protection agency or similar agency for each county where the
Sales are being held; (d) the division of consumer protection for each state where
the Sales are being held; (e) the landlords for the Closing Stores; and (f) any
subtenants (if any) under the leases with respect to the Closing Stores
(collectively, the “Dispute Notice Parties”).
iii. With respect to any Additional Closing Stores, within five business days after filing
any Additional Closing Store List (as defined below) with the Court, or as soon as
reasonably practicable thereafter, the Debtors will serve copies of the Interim Order
or the Final Order (if entered) and the Sale Guidelines on the applicable Dispute
Notice Parties.
iv. To the extent that there is a dispute arising from or relating to the Sales, the Interim
Order or Final Order, or the Sale Guidelines, which dispute relates to any
Liquidation Sale Laws (a “Reserved Dispute”), the Court shall retain exclusive
jurisdiction to resolve the Reserved Dispute. Any time within ten days following
entry of the Interim Order, or the service of an Additional Closing Store List, any
Governmental Unit may assert that a Reserved Dispute exists by serving a notice
(the “Dispute Notice”) explaining the nature of the dispute on: (a) Kirkland & Ellis
LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Joshua A.
Sussberg, P.C., Aparna Yenamandra, P.C.; Ross J. Fiedler, and Zachary R.
Manning; (b) Cole Schotz, P.C., Court Plaza North, 25 Main Street, Hackensack,
New Jersey 07601, Attn: Michael D. Sirota, Warren A. Usatine, Felice R. Yudkin,
and Seth Van Aalten; (c) Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285
Avenue of the Americas, New York, New York 10019 (Attn: Andrew N.
Rosenberg ([email protected]); Brian S. Hermann
([email protected]); and Christopher Hopkins
([email protected]) and Fox Rothschild LLP, 49 Market Street,
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Morristown, NJ 07960 (Attn: Howard A. Cohen ([email protected]);

Joseph J. DiPasquale ([email protected]) and Michael R. Herz
([email protected]), counsel for the Ad Hoc Secured Noteholder Group;
(d) the United States Trustee for the District of New Jersey, One Newark Center,
Suite 2100, Newark, NJ 07102, Attn: Jeffrey M. Sponder and Lauren Bielskie;
(e) Choate, Hall & Stewart LLP, Two International Place, Boston, MA 02110
(Attn: John F. Ventola ([email protected]), Jonathan D. Marshall
([email protected]) and Mark D. Silva ([email protected]) and Greenberg
Traurig, LLP, 500 Campus Drive, Suite 400, Florham Park NJ 07932 (Attn: Alan
J. Brody ([email protected]), Oscar N. Pinkas ([email protected]))
(the “Counsel to the DIP Agents”); (f) counsel to any statutory committee
appointed in these chapter 11 cases; and (g) the affected landlord or its known
counsel. If the Debtors and the Governmental Unit are unable to resolve the
Reserved Dispute within fifteen days after service of the Dispute Notice, the
Governmental Unit may file a motion with the Court requesting that the Court
resolve the Reserved Dispute (a “Dispute Resolution Motion”).
v. If a Dispute Resolution Motion is filed, nothing in the Interim Order or the Final
Order, as applicable, shall preclude the Debtors, a landlord, or any other interested
party from asserting (a) that the provisions of any Liquidation Sale Laws are
preempted by the Bankruptcy Code, or (b) that neither the terms of the Interim
Order nor the Final Order, nor the conduct of the Debtors pursuant to the Interim
Order or the Final Order, violates such Liquidation Sale Laws. The filing of a
Dispute Resolution Motion as set forth herein shall not be deemed to affect the
finality of the Interim Order or the Final Order or to limit or interfere with the
Debtors’ ability to conduct or to continue to conduct Sales and Store Closings
pursuant to the Interim Order or the Final Order, as applicable, absent further order
of the Court. Upon the entry of the Interim Order or Final Order, the Debtors shall
be authorized to conduct the Sales and Store Closings pursuant to the terms of the
Interim Order or the Final Order, as applicable, and the Sale Guidelines, and to take
all actions reasonably related thereto or arising in connection therewith. The
Governmental Unit will be entitled to assert any jurisdictional, procedural, or
substantive arguments it wishes with respect to the requirements of its Liquidation
Sale Laws or the lack of any preemption of such Liquidation Sale Laws by the
Bankruptcy Code. Nothing in the Interim Order or the Final Order will constitute
a ruling with respect to any issues to be raised in any Dispute Resolution Motion.
vi. If, at any time, a dispute arises between the Debtors and a Governmental Unit as to
whether a particular law is a Liquidation Sale Law, and subject to any provisions
contained in the Interim Order or the Final Order related to the Liquidation Sale
Laws, then any party to that dispute may utilize the provisions of subparagraphs
(iv) and (v) above by serving a notice to the other party and proceeding thereunder
in accordance with those paragraphs. Any determination with respect to whether a
particular law is a Liquidation Sale Law shall be made de novo.
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IV. Fast Pay Laws.
Several states in which the Debtors operate have laws and regulations that require
the Debtors to pay an employee substantially contemporaneously with his or her termination
(the “Fast Pay Laws” and together with the Liquidation Sale Laws, the “Applicable State Laws”).
These laws often require payment to occur immediately or within a period of only a few days from
the date such employee is terminated.
The nature of the contemplated Store Closings is expected to result in the
termination of certain Closing Store employees’ employment during the Store Closings. To be
clear, the Debtors intend to pay their terminated employees as expeditiously as possible and under
normal payment procedures. The Debtors’ payroll systems, however, may be unable to process
the payroll information associated with these terminations in a manner that will be compliant with
the Fast Pay Laws. Under ordinary circumstances, the Debtors’ payroll department is able to
coordinate delivery of final payments to coincide with an employee’s final day of work where
required by applicable law. This process requires the Debtors’ payroll department to calculate
individual payments upon termination, prepare each termination payment, obtain authorization for
each such payment, and then prepare each such payment for disbursement. Given the number of
employees who will be terminated during the Store Closings, this process could easily take several
days, making compliance with the Fast Pay Laws burdensome to the Debtors’ estates, if not
impossible.
V. Disposition of Prescription Assets.
As discussed above, in connection with their pharmacy business, the Debtors own
certain Prescription Assets across their various store locations, including the Closing Stores.
Before the Petition Date, in connection with the Debtors’ prepetition store closures, the Debtors
either transferred Prescription Assets to non-closing Company stores or sold closing stores’
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Prescription Assets to one or more non-Rite Aid pharmacies on a confidential basis, with such sale
transactions averaging $0.8 million per sale.
By this Motion, the Debtors seek authority to continue Sales and internal transfers
of Prescription Assets on a confidential basis consistent with their past practice. The Prescription
Assets are prototypical “melting ice cube” assets. If customers anticipate a potential store
closure—which they likely will here given extensive media coverage of the Debtors’ restructuring
and the public nature of these cases—they may transfer their prescriptions to another pharmacy,
leaving no saleable or internally transferable prescription file with the old pharmacy. This dynamic
is intensified by the limited market for the Prescription Assets, which under applicable
nonbankruptcy law generally can only be sold to another licensed/registered pharmacy. The
universe of potential acquirors is therefore limited. Accordingly, the Debtors firmly believe that
continuing Sales and internal transfers of Prescription Assets consistent with their historical
practice is the best way to maximize the value of those assets.
VI. Contractual Restrictions.
The Debtors also respectfully request a waiver of any contractual restrictions that
could otherwise inhibit or prevent the Debtors from maximizing value through the Store Closings
and Sales. In certain cases, the contemplated Store Closings and Sales may be inconsistent
with certain provisions of leases, subleases, or other agreements or documents with respect to the
premises in or upon which the Debtors operate, including (without limitation) reciprocal easement
agreements, agreements containing covenants, conditions, and restrictions (e.g., “go dark”
provisions and landlord recapture rights), or other similar agreements, documents, or provisions
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(collectively, “Contractual Restrictions”). Such restrictions would also hamper the Debtors’
ability to maximize value in selling Closing Store Assets.
The Debtors also request that no person or entity, including, without limitation,
utilities, landlords, shopping center managers and personnel, creditors, and all persons acting for
or on their behalf shall interfere with or otherwise impede the conduct of the Store Closings, the
Sales or institute any action against the Debtors in any court (other than in the Court) or before
any administrative body that in any way directly or indirectly interferes with, obstructs, or
otherwise impedes the conduct of the Store Closings, the Sales, or the advertising and promotion
(including through the posting of signs) of the Sales.
VII. Abandonment.
The Debtors respectfully request that the Court authorize the abandonment of
certain owned Non-Prescription Assets remaining in the Closing Stores. The Debtors intend to
sell any marketable owned Non-Prescription Assets present in the Closing Stores. In certain cases,
however, the Debtors may determine that the cost associated with holding or selling that property
exceeds the proceeds that will be realized from its sale—or such property may not be saleable at
all. In such cases, retaining the property would be burdensome to the estate and the property
would be of inconsequential value. For the avoidance of doubt, the Debtors will not sell any
personal identifying information (which means information that alone or in conjunction with other
information identifies an individual, including, but not limited to, an individual’s name, social
security number, date of birth, government-issued identification number, account number, and
credit or debit card number) as part of the Store Closings, and all personal identifying information
will be removed from any Non-Prescription Assets prior to abandonment of same. Accordingly,
the Debtors respectfully submit that abandonment of such property is in the best interests of their
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estates and request that the Court authorize the Debtors to do so where the Debtors determine in
their business judgment that abandonment is the appropriate course of action.
Basis for Relief
I. The Debtors Have a Valid Business Justification for the Sales of the Closing
Store Assets.
Section 363(b)(1) of the Bankruptcy Code, which governs asset sales outside of a
debtor’s ordinary course of business, provides that “the trustee, after notice and a hearing, may
use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C.
§ 363(b)(1). When selling assets outside of the ordinary course of business, a debtor must
articulate a valid business justification to obtain court approval. See, e.g., Myers v. Martin
(In re Martin), 91 F.3d 389, 395 (3d Cir. 1996) (citation omitted); In re Abbotts Dairies, Inc., 788
F.2d 143, 147-48 (3d Cir. 1986). When a debtor demonstrates a valid business justification for a
decision, a strong presumption arises “that in making [the] business decision the directors of
[the company] acted on an informed basis, in good faith and in the honest belief that the action
taken was in the best interests of the company.” Off. Comm. of Subordinated Bondholders v.
Integrated Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656 (S.D.N.Y. 1990) (holding that
the Delaware business judgment rule has “vitality by analogy” in chapter 11).
Store closing or liquidation sales are a routine occurrence in chapter 11 cases
involving retail debtors. See, e.g., In re Bed Bath & Beyond Inc., No. 23-13359 (VFP) (Bankr.
D.N.J. June 7, 2023) (authorizing procedures for store closing sales); In re Christopher & Banks
Corporation, No. 21-10269 (ABA) (Bankr. D.N.J. Feb. 8, 2021) (same); In re RTW Retailwinds,
Inc., No. 20-18445 (JKS) (Bankr. D.N.J. Aug. 10, 2020) (same); In re SLT Holdco, Inc., No. 20-
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18368 (MBK) (Bankr. D.N.J. July 29, 2020) (same); In re Modell’s Sporting Goods, Inc., No. 20-
14179 (VFP) (Bankr. D.N.J. June 25, 2020) (same). 5
Sufficient business justification exists to approve the proposed Sales of the Closing
Store Assets under section 363(b)(1). 6 The Debtors, with the assistance of their advisors, have
determined that the Sales represent the best alternative to monetize the Closing Store Assets and
maximize the value received by the Debtors on account thereof. First, delay in commencing any
Sales would diminish the value realizable through the sale of the Closing Store Assets. Many of
the Closing Stores fail to generate positive cash flow and therefore are a significant drain on
liquidity. Accordingly, the Debtors will realize a near-term liquidity improvement through the
Store Closings and related Sales. Second, with respect to Sales of Non-Prescription Assets, there
are meaningful amounts of Non-Prescription Assets in the aggregate that may be monetized most
efficiently and quickly through an orderly mark-down sale process. Third, uninterrupted and
orderly Sales will allow the Debtors to timely reject or assume and assign leases associated with
the Closing Stores and, therefore, avoid the accrual of unnecessary administrative expenses for
rent and related costs. Suspension of the Sales until entry of the Final Order may cause the Debtors
to incur claims for rent at many of these stores for another month, potentially costing the estate
millions of dollars each month. Finally, with respect to Prescription Assets, permitting timely
Sales of the Prescription Assets consistent with the Debtors’ prepetition practices is the best
5
Because of the voluminous nature of the orders cited herein, such orders have not been attached to this Motion.
Copies of these orders are available upon request to the Debtors’ proposed counsel.
6
With respect to Sales of Inventory and Prescription Assets, the Debtors submit that such Sales are authorized
without notice or hearing pursuant to section 363(c) of the Bankruptcy Code as sales in the “ordinary course of
business,” given the Debtors’ well-established prepetition store closing process. See 11 U.S.C. § 363(c). The
Debtors are nonetheless requesting authority to conduct Sales of Inventory and Prescription Assets by this Motion
out of an abundance of caution.
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pathway to preserve and maximize Prescription Asset value, given the risk of value erosion if such
Sales are not timely consummated.
II. The Court Should Approve the Sale Guidelines.
The Court may authorize the Debtors to consummate the Store Closings pursuant
to sections 105(a) and 363(b) of the Bankruptcy Code. Section 363(b)(1) of the Bankruptcy Code
provides, in relevant part, that, “[t]he [debtor], after notice and a hearing, may use, sell, or lease,
other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b)(1).
Further, section 105(a) of the Bankruptcy Code provides, in relevant part, that, “[t]he court may
issue any order, process, or judgment that is necessary or appropriate to carry out the provisions
of this title.” 11 U.S.C. § 105(a).
As discussed herein, pursuant to section 363(b) of the Bankruptcy Code, for the
purpose of conducting the Store Closings, the Debtors need only show a legitimate business
justification for the proposed action. See, e.g., Martin, 91 F.3d at 395 (citation omitted).
In addition, the Court may authorize the Store Closings based on section 105(a) of
the Bankruptcy Code. Section 105(a) codifies the Court’s inherent equitable powers to “issue any
order, process, or judgment that is necessary or appropriate to carry out the provisions of
[the Bankruptcy Code].” Under section 105(a), courts may authorize any action that is essential
to the continued operation of a debtor’s businesses. See, e.g., In re NVR L.P., 147 B.R. 126, 127
(Bankr. E.D. Va. 1992) (holding that a court may permit pre-plan payments of prepetition
obligations when essential to the continued operation of the debtor); In re Fin. News Network Inc.,
134 B.R. 732, 735–36 (Bankr. S.D.N.Y. 1991) (same).
The relief requested by this Motion represents a sound exercise of the Debtors’
business judgment, is necessary to avoid immediate and irreparable harm to the Debtors’ estates,
and is justified under sections 105(a) and 363(b) of the Bankruptcy Code. The Debtors believe
15
that the Sale Guidelines represent the most efficient and appropriate means of maximizing the
value of the Closing Store Assets, while balancing the potentially competing concerns of landlords
and other parties in interest.
Furthermore, ample business justification exists to conduct the Store Closings.
Prior to the Petition Date, the Debtors, with the assistance of their advisors, engaged in an extensive
review of their store footprint to identify specific store locations for near-term closure to eliminate
their ongoing negative impact on the Debtors’ financial performance and to improve the Debtors’
liquidity. This process has resulted in the Debtors’ identification of the Initial Closing Stores and
is ongoing with respect to any Additional Closing Stores.
Delay in consummating the Store Closings would diminish the value realized
through monetization of the Closing Store Assets for a number of reasons, chief among them that
the Closing Stores are a drain on liquidity. Thus, the Debtors will realize a near-term liquidity
improvement upon the sale of the Closing Store Assets and the termination of operations at the
Closing Stores. Further, the swift and orderly consummation of the Store Closings will allow the
Debtors to timely reject or assume and assign the applicable store leases, and therefore avoid the
accrual of unnecessary administrative expenses for rent payment. Delaying the Store Closings
may cause the Debtors to incur postpetition rent obligations at many of these stores. Additionally,
given the Debtors’ current section 365(d)(4) deadline, there is a finite number of days that the
Sales can run without obtaining further consents from landlords (or further relief from the Court).
Courts in this and other districts have routinely approved sale guidelines in
chapter 11 cases, including for assets such as the Prescription Assets, and numerous courts have
granted retail debtors authority to implement such guidelines. See, e.g., In re Bed Bath & Beyond
Inc., No. 23-13359 (VFP) (Bankr. D.N.J. June 7, 2023) (authorizing the debtors, pursuant to
16
sections 105(a) and 363(b), to conduct store closings in accordance with court-approved sale
guidelines); In re Christopher & Banks Corporation, No. 21-10269 (ABA) (Bankr. D.N.J. Feb. 8,
2021) (same); In re RTW Retailwinds, Inc., No. 20-18445 (JKS) (Bankr. D.N.J. Aug. 10, 2020)
(same); In re SLT Holdco, Inc., No. 20-18368 (MBK) (Bankr. D.N.J. July 29, 2020) (same);
In re Modell’s Sporting Goods, Inc., No. 20-14179 (VFP) (Bankr. D.N.J. June 25, 2020) (same);
In re Tops Holding II Corporation, No. 18-22279 (RDD) (Bankr. S.D.N.Y. May 10, 2018)
(authorizing store closing procedures permitting transfers of customer prescription records in
accordance with applicable law); In re The Great Atl. & Pac. Tea Co., Inc., Case No. 15-23007
(RDD) (Bankr. S.D.N.Y. Jul. 28, 2015) (same). 7
III. The Court Should Approve the Sale of the Closing Store Assets Free and Clear of all
Liens, Encumbrances, and Other Interests under Section 363(f) of the
Bankruptcy Code.
The Debtors request approval to sell the Closing Store Assets on a final “as is”
basis, free and clear of any and all liens, claims, and encumbrances in accordance with
section 363(f) of the Bankruptcy Code. A debtor in possession may sell property under
sections 363(b) and 363(f) “free and clear of any interest in such property of an entity other than
the estate” if any one of the following conditions is satisfied: (a) applicable non-bankruptcy law
permits sale of such property free and clear of such interest; (b) such entity consents; (c) such
interest is a lien and the price at which such property is to be sold is greater than the aggregate
value of all liens on such property; (d) such interest is in bona fide dispute; or (e) such entity could
be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.
11 U.S.C. § 363(f); see also Citicorp Homeowners Servs., Inc. v. Elliot (In re Elliot), 94 B.R. 343,
7
Copies of these orders are available upon request of the Debtors’ proposed counsel.
17
345 (E.D. Pa. 1988) (noting that since section 363(f) is written in the disjunctive, the court may
approve a sale free and clear if any one subsection is met). Moreover, the Third Circuit has
indicated that a debtor possesses broad authority to sell assets free and clear of liens. See
In re TWA Inc., 322 F.3d 283, 289 (3d Cir. 2003).
To the extent there are liens on the Closing Store Assets, the Debtors anticipate that
all holders of such liens will consent to the Sales because they provide the most effective, efficient,
and timely approach to realizing proceeds for, among other things, the repayment of amounts due
to such parties. Subject to the terms of the DIP Orders, any and all liens on the Closing Store
Assets sold through the Sales would attach to the remaining net proceeds of such sales with the
same force, effect, and priority as such liens currently have on such assets, subject to the rights
and defenses, if any, of the Debtors and of any other party in interest with respect thereto.
Moreover, all identified lienholders have received sufficient notice and have been given sufficient
opportunity to object to the relief requested.
Accordingly, the Sales of the Closing Store Assets satisfy the requirements of
section 363(f) of the Bankruptcy Code and should, therefore, be free and clear of any liens, claims,
encumbrances, and other interests.
IV. The Court Should Waive Compliance with Applicable State Laws and Approve the
Dispute Resolution Procedures.
The Debtors’ ability to conduct the Sales in accordance with the Sale Guidelines
and without complying with Applicable State Laws is critical to the Sales’ success. Although the
Debtors intend to comply with state and local health and safety laws and consumer protection laws
in conducting the Sales (including with respect to Sales of Prescription Assets), many
Liquidation Sale Laws require special and cumbersome licenses, waiting periods, time limits, and
other procedures for store closing, liquidation, or similar sales. Additionally, compliance with
18
Fast Pay Laws would require the Debtors to pay terminated employees within a time frame that
likely would be detrimental to the conduct of these chapter 11 cases.
To eliminate the time, delay, and expense associated with the administrative actions
and procedures necessary to comply with the Applicable State Laws, the Debtors propose the
Sale Guidelines to streamline the administrative burdens on their estates while still adequately
protecting the broad and varied interests of both landlords and applicable governmental agencies
charged with enforcing any Liquidation Sale Laws that may apply to the Store Closings.
Accordingly, the Debtors believe the Sale Guidelines mitigate any concerns that their landlords or
governmental agencies may raise with respect to the Store Closings, and therefore, the requested
relief complies with any applicable Liquidation Sale Laws.
There is strong support for granting the Debtors the authority to not comply with
the Liquidation Sale Laws, subject to the Sale Guidelines. First, it is generally accepted that many
state statutes and regulations provide that, if a liquidation or bankruptcy sale is court-authorized,
a company need not comply with Liquidation Sale Laws. See, e.g., N.Y. Gen. Bus. Law § 584(a)
(so providing); 53 Pa. Stat. § 4471-5(a)(1) (same). Second, pursuant to section 105(a) of the
Bankruptcy Code, the Court has the authority to permit the Store Closings to proceed
notwithstanding any contrary Applicable State Laws as it is essential to the continued operation of
the Debtors’ business. Third, this Court will be able to supervise the Store Closings because the
Debtors and their assets are subject to this Court’s exclusive jurisdiction. See 28 U.S.C. § 1334.
Accordingly, creditors and the public interest are adequately protected by notice of this Motion
and the ongoing jurisdiction and supervision of the Court.
Further, bankruptcy courts have consistently recognized, with limited exception,
that federal bankruptcy law preempts state and local laws that contravene the underlying policies
19
of the Bankruptcy Code. See Belculfine v. Aloe (In re Shenango Group. Inc.), 186 B.R. 623, 628
(Bankr. W.D. Pa. 1995) (“Trustees and debtors-in-possession have unique fiduciary and legal
obligations pursuant to the bankruptcy code. . . . [A] state statute . . . cannot place burdens on
[a debtor] where the result would contradict the priorities established by the federal bankruptcy
code.”), aff’d, 112 F.3d 633 (3d Cir. 1997).
Courts in some jurisdictions have found that preemption of state law is not
appropriate if the laws deal with public health and safety. See Baker & Drake. Inc. v. Pub. Serv.
Comm’n of Nev. (In re Baker & Drake. Inc.), 35 F.3d 1348, 1353–54 (9th Cir. 1994) (holding that
Bankruptcy Code did not preempt state law prohibiting taxicab leasing that was promulgated in
part as public safety measure). Nevertheless, preemption is appropriate where, as is the case here,
the only state laws involved concern economic regulation rather than the protection of public
health and safety. See id. at 1353 (finding that “federal bankruptcy preemption is more likely . . .
where a state statute is concerned with economic regulation rather than with protecting the public
health and safety”).
Under the circumstances of these chapter 11 cases, enforcing the strict requirements
of the Liquidation Sale Laws would undermine the Bankruptcy Code’s fundamental
value-maximization imperative by placing constraints on the Debtors’ ability to maximize the
value of estate assets for the benefit of creditors. Accordingly, authorizing the Sales without the
delays and burdens associated with compliance with Liquidation Sale Laws is necessary and
appropriate. The Debtors do not seek a general waiver of all state and local law requirements, but
only those that apply specifically to retail liquidation sales. Indeed, the requested waiver is
narrowly tailored to facilitate the successful consummation of the Sales. Moreover, the Debtors
will comply with applicable state and local public health and safety laws (including with respect
20
to Sales of Prescription Assets), and applicable tax, labor, employment, environmental, and
consumer protection laws, including consumer laws regulating deceptive practices and false
advertising. Finally, the Dispute Resolution Procedures provide an orderly means for resolving
any disputes arising between the Debtors and any Governmental Units with respect to the
applicability of any Liquidation Sale Laws, and should therefore be approved.
Further, courts in this district, and in other districts, have recognized that the
Bankruptcy Code preempts certain state laws and have granted relief similar to that requested
herein. See, e.g., In re Bed Bath & Beyond Inc., No. 23-13359 (VFP) (Bankr. D.N.J. June 7, 2023)
(authorizing debtors to conduct store closing sales under the terms of the order and finding that
“no further approval, license, or permit of any Governmental Unit shall be required”);
In re Christopher & Banks Corporation, No. 21-10269 (ABA) (Bankr. D.N.J. Feb. 8, 2021)
(same); In re RTW Retailwinds, Inc., No. 20-18445 (JKS) (Bankr. D.N.J. Aug. 10, 2020) (same);
In re SLT Holdco, Inc., No. 20-18368 (MBK) (Bankr. D.N.J. July 29, 2020) (same); In re Modell’s
Sporting Goods Inc., No. 20-14179 (VFP) (Bankr. D.N.J. June 25, 2020) (same). 8
Courts have also granted similar relief from Fast Pay Laws in other bankruptcy
cases under similar circumstances. See, e.g., In re Bed Bath & Beyond Inc., No. 23-13359 (VFP)
(Bankr. D.N.J. June 7, 2023) (granting relief from federal, state, or local laws including “any fast
pay laws” in connection with store closing sales); In re Z Gallerie, LLC, No. 19-10488 (LSS)
(Bankr. D. Del. Apr. 9, 2019) (same); In re Things Remembered, Inc., No. 19-10234 (KG) (Bankr.
D. Del. Feb. 28, 2019) (same); In re Charming Charlie Holdings, Inc., No. 17-12906 (CSS)
8
21
(Bankr. D. Del. Dec. 13, 2017); In re Golfsmith Int’l Holdings, Inc., No. 16- 12033 (Bankr. D. Del.
Oct. 13, 2016) (same). 9
V. The Court Should Waive Compliance with Contractual Restrictions.
Certain of the Debtors’ leases governing the premises of the Closing Stores may
contain provisions purporting to restrict or prohibit the Debtors from conducting store closing,
liquidation, or similar sales. Such provisions have been held to be unenforceable in chapter 11
cases as they constitute an impermissible restraint on a debtor’s ability to properly administer its
reorganization case and maximize the value of its assets under section 363 of the Bankruptcy Code.
See In re Ames Dep’t Stores, Inc., 136 B.R. 357, 359 (Bankr. S.D.N.Y. 1992) (determining that
enforcement of such lease restrictions would “contravene overriding federal policy requiring
[the debtor] to maximize estate assets . . . .”); In re R.H. Macy and Co., Inc., 170 B.R. 69, 73–74
(Bankr. S.D.N.Y. 1994) (holding that the lessor could not recover damages for breach of a
covenant to remain open throughout the lease term, because the debtor had a duty to maximize the
value to the estate and the debtor fulfilled this obligation by holding a store closing sale and closing
the store); In re Tobago Bay Trading Co., 112 B.R. 463, 467–68 (Bankr. N.D. Ga., 1990) (finding
that a debtor’s efforts to reorganize would be significantly impaired to the detriment of creditors
if lease provisions prohibiting a debtor from liquidating its inventory were enforced); In re Lisbon
Shops, Inc., 24 B.R. 693, 695 (Bankr. E.D. Mo. 1982) (holding restrictive lease provision
unenforceable in chapter 11 case where the debtor sought to conduct a liquidation sale).
Courts in this district and others have held that restrictive lease provisions affecting
store liquidation sales in chapter 11 cases are unenforceable. See, e.g., In re Bed Bath & Beyond
9
22
Inc., No. 23-13359 (VFP) (Bankr. D.N.J. June 7, 2023) (ordering that restrictive lease provisions
shall not be enforceable in conjunction with store closings); In re Christopher & Banks
Corporation, No. 21-10269 (ABA) (Bankr. D.N.J. Feb. 8, 2021) (same); In re RTW Retailwinds,
Inc., No. 20-18445 (JKS) (Bankr. D.N.J. Aug. 10, 2020) (same); In re SLT Holdco, Inc., No. 20-
18368 (MBK) (Bankr. D.N.J. July 29, 2020) (same); In re Modell’s Sporting Goods Inc., No. 20-
14179 (VFP) (Bankr. D.N.J. June 25, 2020) (same).
Thus, to the extent that such provisions or restrictions exist in any of the leases of
the Closing Stores, the Debtors request that the Court authorize the Debtors to conduct Sales at the
Closing Stores without interference by any landlords or other persons affected, directly or
indirectly, by the Sales.
VI. The Court Should Approve the Abandonment of Certain Property in Connection
with any Liquidation Sales.
After notice and a hearing, a debtor “may abandon any property of the estate that
is burdensome to the estate or that is of inconsequential value and benefit to the estate.” 11 U.S.C.
§ 554(a); see also Hanover Ins. Co. v. Tyco Indus., Inc., 500 F.2d 654, 657 (3d Cir. 1974) (stating
that a trustee “may abandon his claim to any asset, including a cause of action, he deems less
valuable than the cost of asserting that claim”).
The Debtors are seeking to sell all owned Non-Prescription Assets remaining in the
Closing Stores. In certain cases, however, the Debtors may determine that the costs associated
with holding or selling certain Non-Prescription Assets exceeds the proceeds that will be realized
upon their sale, or that such property is not sellable at all. In such event, the property is of
inconsequential value and benefit to the estates and/or may be burdensome to retain.
To maximize the value of the Debtors’ assets and to minimize the costs to the
estates, the Debtors respectfully request authority to abandon any of their remaining
23
Non-Prescription Assets located at any of the Closing Stores without incurring liability to any
person or entity. The Debtors further request that the landlord of each Closing Store with any
abandoned Non-Prescription Assets be authorized to dispose of such property without liability to
any third parties.
Notwithstanding the foregoing, the Debtors will utilize all commercially reasonable
efforts to remove or cause to be removed any confidential or personal identifying information
(which means information that alone or in conjunction with other information identifies an
individual, including, but not limited to, an individual’s name, social security number, date of birth,
government-issued identification number, account number, and credit or debit card number) in any
of the Debtors’ hardware, software, computers or cash registers or similar equipment that are to be
sold or abandoned.
VII. The Court Should Approve the Procedures Relating to Additional Closing Stores.
The Debtors request that the Sale Guidelines, the Interim Order, and the Final Order
apply to Store Closings of any Additional Closing Stores. In order to provide landlords and other
parties in interest with information regarding the ultimate disposition of the Closing Stores, to the
extent that the Debtors seek to conduct Store Closings (and related Sales) at any Additional Closing
Store, the Debtors will file a list of such Additional Closing Stores with the Court
(the “Additional Closing Store List”), and serve a notice of their intent to conduct the applicable
Sales at the Additional Closing Stores on the Dispute Notice Parties, including applicable landlords
(the “Additional Closing Store Landlords”), and any other interested parties by email
(to the extent available to the Debtors) or overnight mail within five business days of filing the
Additional Store Closing List or as soon as reasonably practicable thereafter. With respect to the
Dispute Notice Parties, including the Additional Closing Store Landlords, the Debtors will mail
24
such notice to the notice address set forth in the lease for such Additional Closing Store (or at the
last known address available to the Debtors).
The Debtors propose that the Additional Closing Store Landlords (each of whom
will have already been served with this Motion, the Interim Order, and possibly the Final Order)
and any interested parties have five days after service of the applicable Additional Closing Store
List to object to the application of the relevant Order to their Closing Stores. If no timely
objections are filed with respect to the application of the Order to an Additional Closing Store,
then the Debtors should be authorized, pursuant to sections 105(a) and 363(b) and (f) of the
Bankruptcy Code to proceed with conducting the Store Closing and Sales at the Additional Closing
Store in accordance with the Order and the Sale Guidelines. If any objections are filed with respect
to the application of the Order to an Additional Closing Store, and such objections are not resolved,
the objections and the application of the Order to the Additional Closing Store will be considered
by the Court at the next regularly scheduled omnibus hearing, subject to the rights of any party to
seek relief on an emergency basis on shortened notice, to the extent necessary so that the Debtors
can move promptly to maximize value and minimize expenses for the benefit of their creditors and
stakeholders.
VIII. The Sale of Personally Identifiable Information Does Not Require, and Should Be
Allowed Without, the Appointment of a Consumer Privacy Ombudsman.
Section 101(41A) of the Bankruptcy Code defines “personally identifiable
information” (“Personally Identifiable Information”) as an individual’s name, residence address,
email address, telephone number, social security number, or credit card number, as well as an
individual’s birth date or other information that, if associated with the information described
previously, would permit the identification or contacting of the individual. 11 U.S.C. § 101(41A).
Section 332 of the Bankruptcy Code requires the appointment of a consumer privacy ombudsman
25
(an “Ombudsman”) only when a debtor seeks to sell or transfer Personally Identifiable Information
in contravention of the debtor’s privacy policy with respect to the transfer of such Personally
Identifiable Information. See 11 U.S.C. § 363 (b)(1)(A).
As explained in the Frejka Declaration, the contemplated Sales of Closing Store
Assets, including Prescription Assets, are consistent with the Debtors’ applicable privacy policies
and therefore do not necessitate appointment of an Ombudsman under section 332 of the
Bankruptcy Code.
The Debtors’ umbrella privacy policy, which is publicly available on the Debtors’
website at: https://www.riteaid.com/legal/privacy-policy, and would be applicable to Personally
Identifiable Information transfers in connection with Store Closings, provides, in pertinent part, as
follows:
We also may disclose information about you in certain unusual circumstances,

including (1) if we are required to do so by law or legal process; (2) in response to
requests by government agencies, such as law enforcement authorities; (3) to
establish, exercise, or defend our legal rights; (4) when we believe disclosure is
necessary or appropriate to prevent physical or other harm or financial loss; (5) in
connection with an investigation of suspected or actual fraud or other illegal
activity; or (6) in the event we sell or transfer (or contemplate the sale or transfer
of) all or a relevant portion of our business or assets (including in the event of a
merger, acquisition, joint venture, reorganization, divestiture, dissolution, or
liquidation).
Additionally, the Debtors have a specific patient privacy policy, also publicly available on the
Debtors’ website at: https://www.riteaid.com/legal/patient-privacy-policy, that provides, in
pertinent part:
We will use your protected health information to carry out health care operations.
These uses and disclosures are necessary to run the pharmacy and to make sure that
all of our patients receive quality care. For example, we may use your protected
health information to monitor the quality of pharmacist performance and to train
pharmacy personnel. Your protected health information may also be transferred
for the purposes of carrying out pharmacy services if we buy or sell pharmacy
locations.
26
Based on the language of these privacy policies, section 363(b)(1) is not implicated
because the Debtors do not disclose to any “individual a policy prohibiting the transfer of
personally identifiable information.” See 11 U.S.C. § 363(b)(2) (emphasis added). Indeed, the
Debtors’ privacy policies expressly permit transfer and disclosure of Personally Identifiable
Information in connection with assets sales and buying and selling pharmacy locations. But even
if section 363(b)(1) were implicated, the Court may authorize the proposed Sales without
appointing an Ombudsman because the transfer of the “personally identifiable information”
through the Sales is consistent with the Debtors’ privacy policies as provided in 11 U.S.C
§ 363(b)(1).
The transfer of Personally Identifiable Information is further consistent with the
Debtors’ privacy policies even to the extent the Debtors’ privacy policies import requirements of
the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) relating to transfers
of medical information. The Debtors’ patient privacy policy describes how the Debtors maintain
and share medical information and is publicly available, as discussed above. The policy provides
that such “protected health information” (“PHI”) will not be used or disclosed unless as provided
for under the policy, “or as otherwise permitted or required by law.”
HIPAA privacy regulations permit the sale of PHI in circumstances where such
information is sold by one “covered entity” to another. See, 45 C.F.R. § 164.502(a)(5)(ii) (2014);
45 C.F.R. § 160.103 (2014) (defining “covered entity” as “[a] health care provider who transmits
any health information in electronic form in connection with a transaction covered by this
subchapter.”); see also In re Great Atl. and Pac. Tea Co, Inc., Case No. 15-23007 (Bankr. S.D.N.Y
Aug. 11, 2015) (Report of Consumer Privacy Ombudsman) (“The proposed sale of the Pharmacy
Records is therefore permitted by law and consistent with the Debtors’ privacy practices . . . .”)
27
(citing 45 C.F.R. § 164.502(a)(5)(ii) (2014)). The Debtors expect that, where applicable, buyers
of Closing Store Assets containing PHI related to Store Closings, such as buyers of Prescription
Assets, will be “covered entities,” such as other pharmacies, under the applicable HIPAA
regulations. In turn, because the sale of PHI is permitted under applicable HIPAA regulations, the
sale of such personal identifiable information (which may also include PHI) is therefore
permissible and consistent with the Debtors’ patient privacy policy as provided in section
363(b)(1) of the Bankruptcy Code. Accordingly, the contemplated Sales of Closing Store Assets,
including Prescription Assets, do not necessitate the appointment of an Ombudsman in these
chapter 11 cases.
The Requirements of Bankruptcy Rule 6003(b) Are Satisfied
Bankruptcy Rule 6003 empowers a court to grant relief within the first twenty-one
days after the Petition Date “to the extent that relief is necessary to avoid immediate and irreparable
harm.” As set forth in this Motion, the Debtors’ continuation and timely commencement of
Store Closings (and related Sales) is critical to maximize the value of the Closing Store Assets,
and any delay in granting the relief requested could result in material erosion of such value and
cause irreparable harm. Furthermore, failure to receive the requested relief during the first 30 days
of these chapter 11 cases entails the same risk. The Debtors’ ability to timely carry out the Store
Closings without interruption is vital to maximize the value of the Closing Store Assets for the
benefit of the Debtors’ creditors—and thus foundational to the Debtors’ successful restructuring.
28
Accordingly, the Debtors submit that they have satisfied the “immediate and irreparable harm”
standard of Bankruptcy Rule 6003 to support the relief requested herein.
Waiver of Bankruptcy Rule 6004(a) and 6004(h)
To implement the foregoing successfully, the Debtors seek a waiver of the notice
requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
Waiver of Memorandum of Law
The Debtors respectfully request that the Court waive the requirement to file a
separate memorandum of law pursuant to Local Rule 9013-1(a)(3) because the legal basis upon
which the Debtors rely is set forth herein and the Motion does not raise any novel issues of law.
Reservation of Rights
Nothing contained in this motion or any order granting the relief requested in this
motion, and no action taken pursuant to the relief requested or granted (including any payment
made in accordance with any such order), is intended as or shall be construed or deemed to be:
(a) an admission as to the amount of, basis for, or validity of any claim against the Debtors under
the Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any
other party in interest’s right to dispute any claim on any grounds; (c) a promise or requirement to
pay any particular claim; (d) an implication, admission or finding that any particular claim is an
administrative expense claim, other priority claim or otherwise of a type specified or defined in
this motion or any order granting the relief requested by this motion; (e) a request or authorization
to assume, adopt, or reject any agreement, contract, or lease pursuant to section 365 of the
Bankruptcy Code; (f) an admission as to the validity, priority, enforceability or perfection of any
lien on, security interest in, or other encumbrance on property of the Debtors’ estates; or (g) a
29
waiver or limitation of any claims, causes of action or other rights of the Debtors or any other party
in interest against any person or entity under the Bankruptcy Code or any other applicable law.
No Prior Request
No prior request for the relief sought in this motion has been made to this or any
other court.
Notice
The Debtors will provide notice of this motion to the following parties and/or their
respective counsel, as applicable: (a) the office of the United States Trustee for the District of
New Jersey; (b) the Debtors’ 50 largest unsecured creditors (on a consolidated basis);
(c) the agents under the Prepetition Credit Facilities and counsel thereto; (d) the DIP Agents and
counsel thereto; (e) Paul, Weiss, Rifkind, Wharton & Garrison LLP and Fox Rothschild LLP, as
counsel to the Ad Hoc Secured Noteholder Group; (f) the indenture trustees for the Senior Secured
Notes; (g) the indenture trustee for the Senior Unsecured Notes; (h) the United States Attorney’s
Office for the District of New Jersey; (i) the Internal Revenue Service; (j) the U.S. Securities and
Exchange Commission; (k) the attorneys general in the states where the Debtors conduct their
business operations; (l) the landlords for the Closing Stores; and (m) any party that has requested
notice pursuant to Bankruptcy Rule 2002. The Debtors submit that, in light of the nature of the
relief requested, no other or further notice need be given.
[Remainder of page intentionally left blank]
30
WHEREFORE, the Debtors respectfully request that the Court enter the Interim Order
and Final Order, substantially in the forms attached hereto as Exhibit A and Exhibit B,
respectively, (a) granting the relief requested herein and (b) granting such other relief as is just and
proper.
Dated: October 16, 2023

/s/ Michael D. Sirota
COLE SCHOTZ P.C.
Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
Felice R. Yudkin, Esq.
Seth Van Aalten, Esq. (pro hac vice pending)
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
Telephone: (201) 489-3000
Email: [email protected]
[email protected]
[email protected]
[email protected]
KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS INTERNATIONAL LLP
Edward O. Sassower, P.C.
Joshua A. Sussberg, P.C. (pro hac vice pending)
Aparna Yenamandra, P.C. (pro hac vice pending)
Ross J. Fiedler (pro hac vice pending)
Zachary R. Manning (pro hac vice pending)
601 Lexington Avenue
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
[email protected]
[email protected]
[email protected]
[email protected]
Proposed Co-Counsel to the Debtors and

Exhibit A
Proposed Interim Order


Caption in Compliance with D.N.J. LBR 9004-1(b)

Telephone: (212) 446-4800
Facsimile: (212) 446-4900
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
COLE SCHOTZ P.C.

Seth Van Aalten (pro hac vice pending)
Telephone: (201) 489-3000
[email protected]
[email protected]
[email protected]
[email protected]
Proposed Co-Counsel for Debtors and Debtors in Possession
In re: Chapter 11
1
INTERIM ORDER
The relief set forth on the following pages, numbered three (3) through twenty (20), is
ORDERED.
(Page | 3)
Debtors: RITE AID CORPORATION, et al.
Case No. 23-18993 (MBK)
Caption of Order: Interim Order (I) Authorizing and Approving the Conduct of Store Closing
Sales, with Such Sales to Be Free and Clear of All Liens, Claims, and
Encumbrances, and (II) Granting Related Relief
Upon the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing and
Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens,
Claims, and Encumbrances,, and (II) Granting Related Relief (the “Motion”), 2 of the above-
captioned debtors and debtors in possession (collectively, the “Debtors”), for entry of an interim
order (this “Interim Order”): (a) authorizing and approving the continuation or initiation of store
closing or similar themed sales (the “Initial Store Closings”) at the stores identified on Schedule 1
attached hereto (collectively, the “Initial Closing Stores”); (b) authorizing and approving the
Debtors to conduct store closings at additional stores (the “Additional Store Closings” and,
together with the Initial Store Closings, the “Store Closings”) at a later date or dates pursuant to
the procedures set forth herein (collectively, the “Additional Closing Stores,” if any, and together
with the Initial Closing Stores, the “Closing Stores”) with such sales to be free and clear of all
liens, claims, and encumbrances (the “Sales”), in accordance with the terms of the store closing
sale guidelines (the “Sale Guidelines”), attached as Schedule 2 hereto; (c) scheduling a final
hearing to consider approval of the Motion on a final basis, and (d) granting related relief, all as
more fully set forth in the Motion; and upon the First Day Declaration, the Liebman Declaration,
and the Frejka Declaration; and the Court having jurisdiction to consider the Motion and the relief
requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference to
the Bankruptcy Court Under Title 11 of the United States District Court for the District of New
Jersey, entered July 23, 1984, and amended on September 18, 2012 (Simandle, C.J.); and this
2
Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion.
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Case No. 23-18993 (MBK)
Court having found that venue of this proceeding and the Motion in this district is proper pursuant
to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Motion
was appropriate under the circumstances and no other notice need be provided; and this Court
having reviewed the Motion and having heard the statements in support of the relief requested
therein at a hearing before this Court (the “Hearing”); and this Court having determined that the
legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and
upon all of the proceedings had before the Court and after due deliberation and sufficient cause
appearing therefor IT IS HEREBY FOUND AND DETERMINED THAT: 1
A. The Debtors have advanced sound business reasons for adopting the
Sale Guidelines, on an interim basis subject to the Final Hearing, as set forth in the Motion and at
the Hearing.
B. The Sale Guidelines, which are attached hereto as Schedule 2, are reasonable and
appropriate, and the conduct of the Sales in accordance with the Sale Guidelines will provide an
efficient means for the Debtors to dispose of the Closing Store Assets, and are in the best interest
of the Debtors’ estates.
C. The relief set forth herein is necessary to avoid immediate and irreparable harm to
the Debtors and their estates and the Debtors have demonstrated good, sufficient and sound
business purposes and justifications for the relief approved herein.
D. The Store Closings and Sales are in the best interest of the Debtors’ estates.
1
Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of
fact where appropriate. See Fed. R. Bankr. P. 7052.
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Case No. 23-18993 (MBK)
E. The Dispute Resolution Procedures are fair and reasonable and comply with
applicable law.
F. The entry of this Interim Order is in the best interests of the Debtors and their
estates, creditors, and interest holders and all other parties in interest herein; and now therefore it
is HEREBY ORDERED THAT:
1. The Motion is GRANTED on an interim basis as set forth herein.
2. The Final Hearing on the Motion will be held on _______, 2023 at _____________
(Eastern Time). Objections, if any, that relate to the Motion shall be filed and served so as to be
actually received by the following parties on or before _______________, 2023 at 4:00 p.m.
(Eastern Time): (a) Debtors’ proposed counsel; (b) Paul, Weiss, Rifkind, Wharton & Garrison
LLP, 1285 Avenue of the Americas, New York, New York 10019 (Attn: Andrew N. Rosenberg
([email protected]); Brian S. Hermann ([email protected]); and Christopher
Hopkins ([email protected]) and Fox Rothschild LLP, 49 Market Street, Morristown, NJ
07960 (Attn: Howard A. Cohen ([email protected]); Joseph J. DiPasquale
([email protected]) and Michael R. Herz ([email protected]), counsel for
the Ad Hoc Secured Noteholder Group; and (c) the United States Trustee for the District of New
Jersey, One Newark Center, Suite 2100, Newark, NJ 07102, Attn: Jeffrey M. Sponder and Lauren
Bielskie. If no objections are filed to the Motion, the Court may enter an order approving the relief
requested in the Motion on a final basis without further notice or hearing.
3. To the extent any conflict between this Interim Order and the Sale Guidelines, the
terms of this Interim Order shall control.

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Case No. 23-18993 (MBK)
I. Authority to Engage in Sales and Conduct Store Closings.
4. The Debtors are authorized, on an interim basis pending the Final Hearing, pursuant
to sections 105(a) and 363(b)(1) of the Bankruptcy Code, to continue, commence, and conduct
Sales and Store Closings at the Closing Stores in accordance with this Interim Order and the Sale
Guidelines, as may be modified by any Side Letters (as defined below) between the Debtors and
the landlords at the Closing Stores.
5. The Sale Guidelines are approved in their entirety on an interim basis.
6. The Debtors are authorized to discontinue operations at the Closing Stores in
accordance with this Interim Order and the Sale Guidelines.
7. All entities that are presently in possession of some or all of the Closing Store
Assets in which the Debtors hold an interest that is or may be subject to this Interim Order hereby
are directed to surrender possession of such Closing Store Assets to the Debtors.
8. Neither the Debtors nor any of their officers, employees, or agents shall be required
to obtain the approval of any third party, including (without limitation) any Governmental Unit
(as defined under section 101(27) of the Bankruptcy Code) or landlord, to conduct the Sales and
Store Closings and to take the related actions authorized herein.
9. The Debtors are authorized to conduct Sales and internal transfers of
Prescription Assets consistent with their historical practice, in accordance with applicable law.
Each purchaser of Prescription Assets sold pursuant to this Interim Order shall be deemed a good
faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and, as such, shall
be entitled all of the protections afforded by such provision.

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Case No. 23-18993 (MBK)
II. Conduct of the Sales.
10. All newspapers and other advertising media in which the Sales and Store Closings
may be advertised and all landlords and subtenants are directed to accept this Interim Order as
binding authority so as to authorize the Debtors to conduct the Sales and Store Closings, including,
without limitation, to conduct and advertise the sale of the Non-Prescription Assets in the manner
contemplated by and in accordance with this Interim Order and the Sale Guidelines.
11. Subject to the Dispute Resolution Procedures provided for in this Interim Order,
the Debtors are hereby authorized to take such actions as may be necessary and appropriate to
conduct the Sales and Store Closings without necessity of further order of this Court as provided
in the Sale Guidelines (subject to any Side Letters), including, but not limited to, advertising a Sale
of Non-Prescription Assets as a “store closing sale”, “sale on everything”, “everything must go”,
“going-out-of-business”, or similar-themed sales as contemplated in the Sale Guidelines through
the posting of signs (including the use of exterior banners at non-enclosed mall closing locations,
and at enclosed mall closing locations to the extent the applicable closing location entrance does
not require entry into the enclosed mall common area), use of signwalkers, A-frames, and other
street signage, as contemplated in the Sale Guidelines.
12. Except as expressly provided in the Sale Guidelines, the sale of the Closing Store
Assets shall be conducted by the Debtors, notwithstanding any Contractual Restrictions to the
contrary. Any and all Contractual Restrictions shall not be enforceable in conjunction with the
Store Closings and the Sales. Any breach of any such provisions in these chapter 11 cases in
conjunction with the Store Closings or the Sales shall not constitute a default under a lease or
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Case No. 23-18993 (MBK)
provide a basis to terminate the lease; provided that the Store Closings and Sales are conducted in
accordance with the terms of this Interim Order, any Side Letter, and the Sale Guidelines. The
Debtors and landlords of the Closing Stores are authorized to enter into agreements (“Side
Letters”) between themselves modifying the Sale Guidelines without further order of the Court,
and such Side Letters shall be binding as among the Debtors and any such landlords, provided that
nothing in such Side Letters affects the provisions of this Interim Order. In the event of any
conflict between the Sale Guidelines, any Side Letter, and this Interim Order, subject to paragraph
34 hereof, the terms of such Side Letter shall control. Copies of any Side Letters will be provided
to the U.S. Trustee, the DIP Agent, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue
of the Americas, New York, New York 10019 (Attn: Andrew N. Rosenberg
the Ad Hoc Secured Noteholder Group; and/or any statutory committee of unsecured creditors at
least two (2) business days’ prior to execution of any Side Letters (which period may be shortened
or waived if so consented to by each of the DIP Agent, Required Consenting Noteholders (as
defined in the Restructuring Support Agreement), and any statutory committee of unsecured
creditors)].
13. Except as expressly provided for herein or in the Sale Guidelines, no person or
entity, including, but not limited to, any landlord, subtenant, licensor, service providers, utilities,
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Case No. 23-18993 (MBK)
or creditors, shall take any action to directly or indirectly prevent, interfere with, or otherwise
hinder consummation of the Store Closings, the Sales, or the sale of the Closing Store Assets, or
the advertising and promotion (including the posting of signs and exterior banners or the use of
sign-walkers) of such sales, as applicable, and all such parties and persons and entities of every
nature and description, including, but not limited to, any landlord, subtenant, licensor, service
providers, utilities, and creditors and all those acting for or on behalf of such parties, are prohibited
and enjoined from (a) interfering in any way with, obstructing, or otherwise impeding, the conduct
of the Store Closings and the Sales, and/or (b) instituting any action or proceeding in any court
(other than in this Court) or administrative body seeking an order or judgment against, among
others, the Debtors or the landlords at the closing locations that might in any way directly or
indirectly obstruct or otherwise interfere with or adversely affect the conduct of the Store Closings,
the Sales, or the sale of the Closing Store Assets or other liquidation sales at any Closing Stores
and/or seek to recover damages for breach(es) of covenants or provisions in any lease, sublease,
license, or contract based upon any relief authorized herein.
14. The Debtors are directed to remit all taxes arising from the Sales to the applicable
Governmental Units as and when due, provided that, in the case of a bona fide dispute, the Debtors
are only directed to pay such taxes upon the resolution of such dispute, if and to the extent that the
dispute is decided in favor of the applicable Governmental Unit. For the avoidance of doubt, sales
taxes collected and held in trust by the Debtors shall not be used to pay any creditor or any other
party, other than the applicable Governmental Unit for which the sales taxes are collected. This
Interim Order does not enjoin, suspend, or restrain the assessment, levy, or collection of any tax
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Case No. 23-18993 (MBK)
under state or federal law, and does not constitute a declaratory judgment with respect to any
party’s liability for taxes under state or federal law.
15. Pursuant to section 363(f) of the Bankruptcy Code, the Debtors are authorized to
sell the Closing Store Assets, and all sales of Closing Store Assets shall be free and clear of any
and all liens, claims, encumbrances, and other interests; provided, however, that any such liens,
claims, encumbrances, and other interests shall attach to the proceeds of the sale of the Closing
Store Assets with the same validity, in the amount, with the same priority as, and to the same extent
that any such liens, claims, and encumbrances have with respect to the Closing Store Assets,
subject to any claims and defenses that the Debtors may possess with respect thereto.
16. The Debtors are authorized and empowered to transfer Closing Store Assets among
and into the Debtors’ store locations in accordance with the Sale Guidelines, as applicable. The
Debtors are authorized to sell the Debtors’ Non-Prescription Assets and abandon the same, in each
case, as provided for and in accordance with the terms of the Sale Guidelines.
17. Notwithstanding anything to the contrary in this Interim Order, the Debtors shall
not sell or abandon any property that the Debtors know is not owned by the Debtors; provided that
the Debtors will either (a) provide for the return of such property to the Debtors’ headquarters or
(b) return such property to the applicable lessor, or other owner of the property; provided, however,
that the Debtors may abandon property owned by the Landlord at the applicable Closing Store.
18. Neither the Sale Guidelines nor this Interim Order authorize the Debtors to transfer
or sell to any other party the personal identifying information (which means information that alone
or in conjunction with other information identifies an individual, including but not limited to an
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Case No. 23-18993 (MBK)
individual’s first name (or initial) and last name, physical address, electronic address, telephone
number, social security number, date of birth, government-issued identification number, account
number and credit or debit card number) (“PII”) of any customers unless such sale or transfer is
permitted by the Debtors’ privacy policy and applicable state or federal privacy and/or identity
theft prevention laws and rules (collectively, the “Applicable Privacy Laws”). The foregoing shall
not limit the use of the Debtors’ customer lists and mailing lists for purposes of advertising and
promoting the Sales.
19. Appointment of a consumer privacy ombudsman is not required with respect to the
Sales.
20. The Debtors shall remove or cause to be removed any confidential and/or PII in
any of the Debtors hardware, software, computers or cash registers or similar equipment which are
to be sold or abandoned so as to render the PII unreadable or undecipherable.
21. Nothing herein shall limit the Debtors’ right to suspend, postpone, or discontinue a
Sale at a Closing Store on notice to affected parties.
22. Nothing herein is intended to affect any rights of any applicable Government Unit
to enforce any law affecting the Debtors’ conduct of any store closing sale that occurred before
the Petition Date.
III. Procedures Relating to Additional Closing Stores.
23. To the extent that the Debtors seek to conduct Sales at any Additional Closing
Stores, the Sale Guidelines and this Interim Order shall apply to each such Additional Closing
Store (and the corresponding Additional Store Closing(s)).

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Case No. 23-18993 (MBK)
24. Except with respect to Sales of Prescription Assets, before conducting the Sales at
any Additional Closing Store, the Debtors will file with the Court a list of each such Additional
Closing Store (each, an “Additional Closing Store List”) and serve a notice of their intent to conduct
the applicable Sales at the Additional Closing Store on the Dispute Notice Parties, including
applicable landlords (collectively, the “Additional Closing Store Landlords”), and other interested
parties by email (to the extent available to the Debtors) or overnight mail within five business days
of filing the Additional Store Closing List or as soon as reasonably practicable thereafter. With
respect to the Dispute Notice Parties, including the Additional Closing Store Landlords, the
Debtors will mail, if applicable, such notice to the notice address set forth in the lease for such
Additional Closing Store (or at the last known address available to the Debtors).
25. The relevant Additional Closing Store Landlords and any other interested parties
shall have ten days after service of the applicable Additional Closing Store List to object to the
application of this Interim Order to the Additional Closing Store(s) included in such Additional
Closing Store List. If no timely objections are filed with respect to the application of this Interim
Order to an Additional Closing Store, the Debtors shall be authorized to proceed with conducting
the Sales at the Additional Closing Stores (and any corresponding Additional Store Closing(s)) in
accordance with this Interim Order and the Sale Guidelines. If any objections are filed with respect
to the application of this Interim Order to an Additional Closing Store and such objections are not
resolved, the objections and the application of this Interim Order to the Additional Closing Store
will be considered by the Court at the next regularly scheduled omnibus hearing, subject to the
rights of any party to seek relief on an emergency basis on shortened notice, to the extent necessary.
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Case No. 23-18993 (MBK)
IV. Dispute Resolution Procedures with Governmental Units.
26. Nothing in this Interim Order, the Sale Guidelines, or any Side Letter releases,
nullifies, or enjoins the enforcement of any liability to a Governmental Unit under environmental
laws or regulations (or any associated liabilities for penalties, damages, cost recovery, or injunctive
relief) to which any entity would be subject as the owner, lessor, lessee, or operator of the property
after the date of entry of this Interim Order. Nothing contained in this Interim Order, the Sale
Guidelines, or any Side Letter shall in any way: (a) diminish the obligation of any entity to comply
with environmental laws; or (b) diminish the obligations of the Debtors to comply with
environmental laws consistent with their rights and obligations as debtors in possession under the
Bankruptcy Code. The Store Closings and the Sales shall not be exempt from laws of general
applicability, including, without limitation, public health and safety, criminal, tax, (including, but
not limited to, the collection of sales taxes), labor, employment, environmental, antitrust, fair
competition, traffic and consumer protection laws, including consumer laws regulating deceptive
practices and false advertising, consumer protection, the sale of gift certificates, layaway
programs, return of goods, express or implied warranties of goods, and “weights and measures”
regulation and monitoring (collectively, “General Laws”). Nothing in this Interim Order, the Sale
Guidelines, or any Side Letter shall alter or affect obligations to comply with all applicable federal
safety laws and regulations. Nothing in this Interim Order shall be deemed to bar any
Governmental Unit (as such term is defined in section 101(27) of the Bankruptcy Code) from
enforcing General Laws in the applicable non-bankruptcy forum, subject to the Debtors’ rights to
assert in that forum or before this Court, that any such laws are not in fact General Laws or that
(Page | 14)
Case No. 23-18993 (MBK)
such enforcement is impermissible under the Bankruptcy Code or this Interim Order.
Notwithstanding any other provision in this Interim Order, no party waives any rights to argue any
position with respect to whether the conduct was in compliance with this Interim Order and/or any
applicable law, or that enforcement of such applicable law is preempted by the Bankruptcy Code.
Nothing in this Interim Order shall be deemed to have made any rulings on any such issues.
27. To the extent that the sale of Closing Store Assets is subject to any Liquidation Sale
Laws, the following provisions of this paragraph 27 shall apply and control over any Side Letters:
i. Provided that the Sales are conducted in accordance with this Interim Order and the
Sale Guidelines, the Debtors and the Debtors’ landlords shall be deemed to be in
compliance with any requirements of all county, parish, municipal, or other local
government (collectively, “Local”) and state Liquidation Sale Laws that would
otherwise apply to the Store Closings or the Sales; provided, that the term
“Liquidation Sale Laws” shall not include any public health or safety laws of any
state (collectively, “Safety Laws”), and the Debtors shall continue to be required to
comply, as applicable, with such Safety Laws and General Laws, subject to any
applicable provision of the Bankruptcy Code and federal law, and nothing in this
Interim Order shall be deemed to bar Governmental Units (as defined in section
101(27) of the Bankruptcy Code) or public officials from enforcing Safety Laws or
General Laws.
ii. Within five business days after entry of this Interim Order, or as soon as reasonably
practicable thereafter, the Debtors will serve by first-class mail, copies of this
Interim Order, the proposed Final Order, and the Sale Guidelines on the following:
(a) the Attorney General’s office for each state where the Sales are being held;
(b) the Board of Pharmacy’s office for each state where a Closing Store is located;
(c) the county consumer protection agency or similar agency for each county where
the Sales are being held; (d) the division of consumer protection for each state
where the Sales are being held; (e) the landlords for the Closing Store; and (f) any
subtenants (if any) under the leases with respect to the Closing Stores
(collectively, the “Dispute Notice Parties”).
reasonably practicable thereafter, the Debtors will serve copies of this Interim
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Case No. 23-18993 (MBK)
Order, the proposed (or entered) Final Order, and the Sale Guidelines on the
applicable Dispute Notice Parties.
iv. To the extent that there is a dispute arising from or relating to the Sales, this Interim
Order, or the Sale Guidelines, which dispute relates to any Liquidation Sale Laws
(a “Reserved Dispute”), the Court shall retain exclusive jurisdiction to resolve the
Reserved Dispute. Within ten days following entry of this Interim Order, or service
of an Additional Closing Store List, any Governmental Unit may assert that a
Reserved Dispute exists by serving a notice (the “Dispute Notice”) explaining the
nature of the dispute on: (a) Kirkland & Ellis LLP, 601 Lexington Avenue, New
York, New York 10022, Attn: Joshua A. Sussberg, P.C., Aparna Yenamandra,
P.C.; Ross J. Fiedler, and Zachary R. Manning; (b) Cole Schotz, P.C., Court Plaza
North, 25 Main Street, Hackensack, New Jersey 07601, Attn: Michael D. Sirota,
Warren A. Usatine, Felice R. Yudkin, and Seth Van Aalten; (c) Paul, Weiss,
Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New
York 10019 (Attn: Andrew N. Rosenberg ([email protected]); Brian S.
Hermann ([email protected]); and Christopher Hopkins
J. Brody ([email protected]), Oscar N. Pinkas ([email protected]))
(the “Counsel to the DIP Agents”) (f) counsel to any statutory committee appointed
in these chapter 11 cases; and (g) the affected landlord or its known counsel. If the
Debtors and the Governmental Unit are unable to resolve the Reserved Dispute
within fifteen days after service of the Dispute Notice, the Governmental Unit may
file a motion with the Court requesting that the Court resolve the Reserved Dispute
(a “Dispute Resolution Motion”).
v. If a Dispute Resolution Motion is filed, nothing in this Interim Order shall preclude
the Debtors, a landlord, or any other interested party from asserting (a) that the
provisions of any Liquidation Sale Laws are preempted by the Bankruptcy Code,
or (b) that neither the terms of this Interim Order, nor the conduct of the Debtors
pursuant to this Interim Order, violates such Liquidation Sale Laws. The filing of
a Dispute Resolution Motion as set forth herein shall not be deemed to affect the
finality of this Interim Order or to limit or interfere with the Debtors’ ability to
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Case No. 23-18993 (MBK)
conduct or to continue to conduct the Sales pursuant to this Interim Order absent
further order of the Court. Upon the entry of this Interim Order, the Court expressly
authorizes the Debtors to conduct the Sales pursuant to the terms of the Interim
Order and the Sale Guidelines (as may be modified by Side Letters) and to take all
actions reasonably related thereto or arising in connection therewith. The
Governmental Unit will be entitled to assert any jurisdictional, procedural, or
substantive arguments it wishes with respect to the requirements of its Liquidation
Sale Laws or the lack of any preemption of such Liquidation Sale Laws by the
Bankruptcy Code. Nothing in this Interim Order will constitute a ruling with
respect to any issues to be raised in any Dispute Resolution Motion.
contained in this Interim Order related to the Liquidation Sale Laws, then any party
to that dispute may utilize the provisions of subparagraphs (iv) and (v) above by
serving a notice to the other party and proceeding thereunder in accordance with
those paragraphs. Any determination with respect to whether a particular law is a
Liquidation Sale Law shall be made de novo.
28. Subject to paragraphs 26 and 27 above, each and every federal, state, or local
agency, department, or Governmental Unit with regulatory authority over the Store Closings or
the Sales and all newspapers and other advertising media in which the Sales are advertised shall
consider this Interim Order as binding authority that no further approval, license, or permit of any
Governmental Unit shall be required, nor shall the Debtors be required to post any bond, to conduct
the Sales.
29. Provided that the Store Closings and the Sales are conducted in accordance with the
terms of this Interim Order and the Sale Guidelines (as may be modified by Side Letters) and in
light of the provisions in the laws that exempt court-ordered sales from their provisions, the
Debtors shall be presumed to be in compliance with any Liquidation Sale Laws and are authorized
to conduct the Store Closings and the Sales in accordance with the terms of this Interim Order and
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Case No. 23-18993 (MBK)
the Sale Guidelines (as may be modified by Side Letters) without the necessity of further showing
compliance with any such Liquidation Sale Laws.
30. Nothing in this Interim Order, the Sale Guidelines, or any Side Letter releases,
after the date of entry of this Interim Order. Nothing contained in this Interim Order, the Sale
Bankruptcy Code.
V. Other Provisions.
31. To the extent the Debtors are subject to any Fast Pay Laws in connection with the
Store Closings, the Debtors shall be presumed to be in compliance with such laws to the extent, in
applicable states, such payroll payments are made by the later of: (a) the Debtors’ next regularly
scheduled payroll; and (b) seven calendar days following the termination date of the relevant
employee, and in all such cases consistent with, and subject to, any previous orders of this Court
regarding payment of same.
32. Notwithstanding the relief granted in this Interim Order and any actions taken
pursuant to such relief, nothing in this Interim Order shall be deemed: (a) an admission as to the
validity of any particular claim against the Debtors; (b) a waiver of the Debtors’ rights to dispute
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Case No. 23-18993 (MBK)
any particular claim on any grounds; (c) a promise or requirement to pay any particular claim;
(d) an implication or admission that any particular claim is of a type specified or defined in this
Interim Order or the Motion; (e) an authorization to assume any agreement, contract, or lease,
pursuant to section 365 of the Bankruptcy Code; (f) a waiver or limitation of the Debtors’, or any
other party in interest’s, rights under the Bankruptcy Code or any other applicable law; or (g) a
concession by the Debtors that any liens (contractual, common law, statutory, or otherwise) that
may be satisfied pursuant to the Motion or this Interim Order are valid, and the rights of all parties
are expressly reserved to contest the extent, validity, or perfection or seek avoidance of all such
liens. Any payment made pursuant to this Interim Order is not intended and should not be
construed as an admission as to the validity of any particular claim or a waiver of the Debtors’
rights to subsequently dispute such claim.
33. Notwithstanding anything to the contrary contained in the Motion or this Interim
Order, any payment to be made, obligation incurred, or relief or authorization granted hereunder
shall not be inconsistent with, and shall be subject to and in compliance with, the requirements
imposed on the Debtors under the terms of each interim and final order entered by the Court in
respect of the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors
To (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and
Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying
the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief, filed
substantially contemporaneously herewith (such orders, the “DIP Orders”), including compliance
with any budget or cash flow forecast in connection therewith and any other terms and conditions
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Case No. 23-18993 (MBK)
thereof. Nothing herein is intended to modify, alter, or waive, in any way, any terms, provisions,
requirements, or restrictions of the DIP Orders and to the extent of any conflict or inconsistency
between this Interim Order and the DIP Orders, the DIP Orders shall govern and control.
34. On a confidential basis and upon the written (including email) request of the U.S.
Trustee (which request has been made), any official committee of unsecured creditors appointed
in these chapter 11 cases, or the advisors to the Ad Hoc Secured Noteholder Group, the Debtors
shall provide copies of periodic reports on a monthly basis concerning the Sales and Store Closings
that are prepared by the Debtors or their professionals; provided, however, that the foregoing shall
not require the Debtors or their professionals to prepare or undertake to prepare any additional or
new reports other than the weekly Sales and Store Closing reports.
35. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the contents
of the Motion or otherwise deemed waived.
36. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Interim Order in accordance with the Motion.
37. Notwithstanding any Bankruptcy Rule to the contrary, this Interim Order shall be
effective and enforceable immediately upon entry hereof.
38. Notice of the Motion as provided therein shall be deemed good and sufficient notice
of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied
by such notice.
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Case No. 23-18993 (MBK)
39. The requirement set forth in Local Rule 9013-1(a)(3) that any motion be
accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion
or otherwise waived.
40. The Debtors shall serve a copy of this Interim Order and the Motion on all parties
required to receive such service pursuant to Local Rule 9013-5(f) within two business days after
the entry of this Interim Order.
41. Any party may move for modification of this Interim Order in accordance with
Local Rule 9013-5(e).
42. This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation, and enforcement of this Interim Order
43. This Court shall retain jurisdiction with regard to all issues or disputes relating to
this Interim Order, including, but not limited to: (a) any claim or issue relating to any efforts by
any party or person to prohibit, restrict or in any way limit banner and sign-walker advertising,
including with respect to any allegations that such advertising is not being conducted in a safe,
professional, and non-deceptive manner; (b) any claim of the Debtors and/or the landlords for
protection from interference with the Store Closings or Sales; (c) any other disputes related to the
Store Closings or Sales; and (d) protect the Debtors against any assertions of any liens, claims,
encumbrances, and other interests. No such parties or person shall take any action in respect of
the Debtors, the landlords, the Store Closings, or the Sales until this Court has resolved such
dispute. This Court shall hear the request of such parties or persons with respect to any such
disputes on an expedited basis, as may be appropriate under the circumstances.

Schedule 1
Initial Closing Stores

No. Store No. Property Address City State Zip Code

1 213 2715 PARADE STREET ERIE PA 16504
2 225 5612 N. FIFTH STREET PHILADELPHIA PA 19120
3 365 728 EAST PULASKI HIGHWAY ELKTON MD 21921
4 374 5624 BALTIMORE NATIONAL PK BALTIMORE MD 21228
5 385 5804 RITCHIE HIGHWAY BALTIMORE MD 21225
6 443 350 MAIN STREET PENNSBURG PA 18073
7 553 4011 COTTMAN AVENUE PHILADELPHIA PA 19135
8 558 1441 OLD YORK ROAD ABINGTON PA 19001
9 761 2887 HARLEM ROAD CHEEKTOWAGA NY 14225
10 803 300 MARKET STREET JOHNSTOWN PA 15901
11 850 8716 NEW FALLS ROAD LEVITTOWN PA 19054
12 852 11750 BUSTLETON AVENUE PHILADELPHIA PA 19116
13 857 169 WEST LANCASTER AVENUE ARDMORE PA 19003
14 1070 420 DANIEL WEBSTER HIGHWAY MERRIMACK NH 03054
15 1288 1315 EAST WASHINGTON LANE PHILADELPHIA PA 19138
16 1524 924 WEST MAIN STREET FREMONT MI 49412
17 1527 507 N LAFAYETTE STREET GREENVILLE MI 48838
18 1530 715 SOUTH CLINTON STREET GRAND LEDGE MI 48837
19 1685 801 WYOMING AVENUE STE 9 WEST PITTSTON PA 18643
20 1704 657 HEACOCK ROAD YARDLEY PA 19067
21 1767 2801 W. DAUPHIN STREET PHILADELPHIA PA 19132
22 1796 4057 ASBURY AVE STE 8 TINTON FALLS NJ 07753
23 1854 1709 LIBERTY STREET ERIE PA 16502
24 1859 7501 RITCHIE HIGHWAY GLEN BURNIE MD 21061
25 1955 674 ROUTE 196, STE 14 TOBYHANNA PA 18466
26 1970 431 HALEDON AVENUE HALEDON NJ 07508
27 1977 35 MILL ROAD IRVINGTON NJ 07111
28 2264 2722 WEST 9TH STREET CHESTER PA 19013
29 2390 3129 LINCOLN WAY EAST MASSILLON OH 44646
30 2442 950 EAST BALTIMORE PIKE YEADON PA 19050
31 2521 1636 ROUTE 38 SUITE 49 LUMBERTON NJ 08048
32 2629 120 SOUTH MAIN STREET NEW CARLISLE OH 45344
33 2709 8235 STENTON AVENUE PHILADELPHIA PA 19150
34 3084 146 WOODMAN DRIVE DAYTON OH 45431
35 3117 2701 MARKET STREET YOUNGSTOWN OH 44507
36 3247 401 WEST NORTH STREET SPRINGFIELD OH 45504
37 3377 7941 OXFORD AVENUE PHILADELPHIA PA 19111
38 3457 136 NORTH 63RD STREET PHILADELPHIA PA 19139
39 3477 773 HAMILTON STREET SOMERSET NJ 08873
40 3681 5440 LANSDOWNE AVENUE PHILADELPHIA PA 19131
41 3781 7967 BALTIMORE ANNAPOLIS BLVD GLEN BURNIE MD 21060
42 3880 15250 24 MILE ROAD MACOMB MI 48042
43 3958 2002 AVENUE U BROOKLYN NY 11229
44 4045 1434 S BLACK HORSE PIKE WILLIAMSTOWN NJ 08094
45 4234 102 NORTH CENTERVILLE ROAD STURGIS MI 49091
46 4300 47300 PONTIAC TRAIL WIXOM MI 48393
47 4318 35250 SOUTH GRATIOT AVENUE CLINTON TWP. MI 48035
48 4321 51037 VAN DYKE AVENUE SHELBY TOWNSHIP MI 48316
49 4350 3100 EAST MICHIGAN AVENUE JACKSON MI 49202
50 4366 9155 TELEGRAPH ROAD TAYLOR MI 48180
51 4407 1243 U.S. 31 SOUTH MANISTEE MI 49660
52 4466 29447 FORD ROAD GARDEN CITY MI 48135
1 of 3

53 4504 2838 EAST COURT STREET FLINT MI 48506
54 4526 1900 EAST 8 MILE ROAD DETROIT MI 48234
55 4537 36485 GARFIELD ROAD CLINTON TWP. MI 48035
56 4548 25922 MIDDLEBELT ROAD FARMINGTON HILLS MI 48336
57 4552 2 WHITNEY AVENUE FLORAL PARK NY 11001
58 4577 109 NORTH WHITTEMORE STREET ST. JOHNS MI 48879
59 4616 208 EAST CENTRAL AVENUE TITUSVILLE PA 16354
60 4706 833 NORTH BATTLEFIELD BLVD CHESAPEAKE VA 23320
61 4761 1124 NORTH BALLENGER HWY. FLINT MI 48504
62 4767 230 SOUTH MAIN STREET BELLEFONTAINE OH 43311
63 4770 2701 SOUTH CEDAR STREET LANSING MI 48910
64 4868 71-18 KISSENA BOULEVARD FLUSHING NY 11367
65 4981 3131 HEMPSTEAD TURNPIKE LEVITTOWN NY 11756
66 5201 601 SOUTH GRADY WAY,STE.P RENTON WA 98057
67 5204 3202 132ND STREET, S.E. MILL CREEK WA 98012
68 5227 110 SW 148TH STREET BURIEN WA 98166
69 5231 10103 EVERGREEN WAY EVERETT WA 98204
70 5280 8230 MARTIN WAY EAST LACEY WA 98516
71 5347 2440 SE CESAR E CHAVEZ BLVD PORTLAND OR 97214
72 5412 1600 NORTH MAIN STREET MERIDIAN ID 83642
73 5417 5005 WEST OVERLAND ROAD BOISE ID 83705
74 5448 4044 EAGLE ROCK BOULEVARD LOS ANGELES CA 90065
75 5457 4046 SOUTH CENTINELA AVENUE LOS ANGELES CA 90066
76 5466 7859 FIRESTONE BOULEVARD DOWNEY CA 90241
77 5521 4402 ATLANTIC AVENUE LONG BEACH CA 90807
78 5571 935 NORTH HOLLYWOOD WAY BURBANK CA 91505
79 5585 139 NORTH GRAND AVENUE COVINA CA 91724
80 5593 13905 AMAR ROAD LA PUENTE CA 91746
81 5611 920 EAST VALLEY BOULEVARD ALHAMBRA CA 91801
82 5635 3813 PLAZA DRIVE OCEANSIDE CA 92056
83 5638 1670 MAIN STREET RAMONA CA 92065
84 5657 6505 MISSION GORGE ROAD SAN DIEGO CA 92120
85 5661 8985 MIRA MESA BOULEVARD SAN DIEGO CA 92126
86 5730 25906 NEWPORT ROAD MENIFEE CA 92584
87 5735 24829 DEL PRADO DANA POINT CA 92629
88 5753 30222 CROWN VALLEY PARKWAY LAGUNA NIGUEL CA 92677
89 5757 19701 YORBA LINDA BOULEVARD YORBA LINDA CA 92886
90 5760 1406 WEST EDINGER AVENUE SANTA ANA CA 92704
91 5772 2738 EAST THOMPSON BLVD. VENTURA CA 93003
92 5780 720 NORTH VENTURA ROAD OXNARD CA 93030
93 5967 20572 HOMESTEAD ROAD CUPERTINO CA 95014
94 5976 2620 EL CAMINO REAL SANTA CLARA CA 95051
95 5979 901 SOQUEL AVENUE SANTA CRUZ CA 95062
96 6001 571 BELLEVUE ROAD ATWATER CA 95301
97 6045 5409 SUNRISE BOULEVARD CITRUS HEIGHTS CA 95610
98 6080 1309 FULTON AVENUE SACRAMENTO CA 95825
99 6213 3029 HARBOR BOULEVARD COSTA MESA CA 92626
100 6288 959 CRENSHAW BOULEVARD LOS ANGELES CA 90019
101 6318 3000 SOUTH ARCHIBALD AVENUE ONTARIO CA 91761
102 6333 15800 IMPERIAL HIGHWAY LA MIRADA CA 90638
103 6521 22201 MERIDIAN AVENUE E GRAHAM WA 98338
104 6717 8509 IRVINE CENTER DRIVE IRVINE CA 92618
2 of 3

105 6769 499 ALVARADO STREET MONTEREY CA 93940
106 6908 9600 15TH AVE SW SEATTLE WA 98106
107 6915 2518 196TH ST SW LYNNWOOD WA 98036
108 6920 3620 FACTORIA BLVD SE BELLEVUE WA 98006
109 6927 11919 NE 8TH STREET BELLEVUE WA 98005
110 6952 7370 170TH AVE NE REDMOND WA 98052
111 7827 1080 S WEST END BLVD QUAKERTOWN PA 18951
112 10092 80 EAST MAIN STREET WEBSTER MA 01570
113 10382 289 GREENWOOD AVE. BETHEL CT 06801
114 10415 3 MARSHALL HILL ROAD WEST MILFORD NJ 07480
115 10449 210 BRIDGETON PIKE MANTUA NJ 08051
116 10456 108 SWEDESBORO ROAD SUITE 20 MULLICA HILL NJ 08062
117 10505 2370 ROUTE 33 ROBBINSVILLE NJ 08691
118 10514 1726 ROUTE 37 EAST TOMS RIVER NJ 08753
119 10517 86 B LACEY ROAD WHITING NJ 08759
120 10586 2981 OCEAN AVENUE BROOKLYN NY 11235
121 10619 3199 LONG BEACH ROAD OCEANSIDE NY 11572
122 10620 198 WEST MERRICK ROAD VALLEY STREAM NY 11580
123 10626 836 SUNRISE HIGHWAY BAY SHORE NY 11706
124 10628 2784 SUNRISE HIGHWAY BELLMORE NY 11710
125 10633 901 MERRICK ROAD COPIAGUE NY 11726
126 10635 577 LARKFIELD ROAD EAST NORTHPORT NY 11731
127 10642 695 EAST JERICHO TURNPIKE HUNTINGTON STATION NY 11746
128 10650 700-43 PATCHOGUE-YAPHANK ROAD MEDFORD NY 11763
129 10655 273 PINE HOLLOW ROAD OYSTER BAY NY 11771
130 10657 397 SUNRISE HIGHWAY WEST PATCHOGUE NY 11772
131 10658 593 OLD TOWN RD. PORT JEFF STATION NY 11776
132 10663 65 ROUTE 111 SMITHTOWN NY 11787
133 10828 2453 ELMWOOD AVENUE KENMORE NY 14217
134 10868 1567 PENFIELD ROAD ROCHESTER NY 14625
135 10900 700 STEVENSON BLVD. NEW KENSINGTON PA 15068
136 10901 351 BRIGHTON AVENUE ROCHESTER PA 15074
137 10906 5235 LIBRARY ROAD BETHEL PARK PA 15102
138 10908 5990 UNIVERSITY BLVD STE30 MOON TOWNSHIP PA 15108
139 10943 2501 SAW MILL RUN BLVD PITTSBURGH PA 15234
140 10949 5410 KEEPORT DRIVE PITTSBURGH PA 15236
141 10967 6090 ROUTE 30 GREENSBURG PA 15601
142 10974 4830 WILLIAM PENN HIGHWAY EXPORT PA 15632
143 10991 1730 WILMINGTON ROAD NEW CASTLE PA 16105
144 11042 2178 W. UNION BLVD. BETHLEHEM PA 18018
145 11053 1628 SOUTH FOURTH STREET ALLENTOWN PA 18103
146 11134 2401 EAST VENANGO STREET PHILADELPHIA PA 19134
147 11135 6327-43 TORRESDALE AVENUE PHILADELPHIA PA 19135
148 11160 200 W. RIDGE AVENUE STE 112 CONSHOHOCKEN PA 19428
149 11182 25 CHESTNUT HILL PLAZA NEWARK DE 19713
150 11188 3209 KIRKWOOD HIGHWAY WILMINGTON DE 19808
151 11208 5 BEL AIR SOUTH PKY, SUITE1347 BEL AIR MD 21015
152 11255 1458 MOUNT PLEASANT ROAD CHESAPEAKE VA 23322
153 12999 301 EISENHOWER DRIVE HANOVER PA 17331
154 17783 7036 WERTZVILLE ROAD MECHANICSBURG PA 17050
3 of 3
Schedule 2
Sale Guidelines
22
Sale Guidelines 1
1. The Sales shall be conducted so that the Closing Stores in which sales are to occur will
remain open no longer than during the normal hours of operation or such hours as otherwise
provided for in the respective leases for the Closing Stores.
2. The Sales shall be conducted in accordance with applicable state and local “Blue Laws,”
where applicable, so that no Sale shall be conducted on Sunday unless the Debtors had
been operating such Closing Store on a Sunday prior to the commencement of the Sales.
3. On “shopping center” property, the Debtors shall not distribute handbills, leaflets or other
written materials to customers outside of any Closing Stores’ premises, unless permitted
by the lease or if distribution is customary in the “shopping center” in which such Closing
Store is located; provided that the Debtors may solicit customers in the Closing Stores
themselves. On “shopping center” property, the Debtors shall not use any flashing lights
or amplified sound to advertise the Sales or solicit customers, except as permitted under
the applicable lease or agreed to by the landlord.
4. At the conclusion of the Sale, the Debtors shall vacate the Closing Stores; provided that
the Debtor may abandon any Non-Prescription Assets not sold in the Sales at the
conclusion of the Sales (the “Termination Date”), without cost or liability of any kind to
the Debtors. The Debtors shall notify the Counsel to the DIP Agents, the advisors to the
Ad Hoc Secured Noteholder Group, and the landlord of its intention to abandon any
Non-Prescription Assets at least two (2) days prior to the Termination Date. The Debtors
will have the option to remove the Non-Prescription Assets, at their own cost prior to the
Termination Date. Any abandoned Non-Prescription Assets left in a Closing Store after a
lease is rejected shall be deemed abandoned to the landlord having a right to dispose of the
same as the landlord chooses without any liability whatsoever on the part of the landlord
to any party and without waiver of any damage claims against the Debtors. For the
avoidance of doubt, as of the Termination Date, the Debtors may abandon, in place and
without further responsibility or liability of any kind, any Non-Prescription Assets.
5. The Debtors may advertise the Sales as “store closing”, “sale on everything”, “everything
must go”, “everything on sale”, “going-out-of-business” or similar-themed sales. The
Debtors may also have a “countdown to closing” sign prominently displayed in a manner
consistent with these Sale Guidelines. All signs, banners, ads and other advertising
material, promotions, and campaigns will be approved by the Debtors, prior to purchase,
in accordance with these Sale Guidelines.
6. The Debtors shall be permitted to utilize sign-walkers, display, hanging signs, and interior
banners in connection with the Sales; provided that such sign walkers, display, hanging
signs, and interior banners shall be professionally produced and hung in a professional
manner. The Debtors shall not use neon or day-glo on its sign walkers, display, hanging
1
Capitalized terms used but not defined in these Sale Guidelines have the meanings given to them in the Debtors’
Motion for Entry of Interim and Final Orders (I) Authorizing and Approving the Conduct of Store Closing Sales,
with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances, and (II) Granting Related Relief.
signs, or interior banners. Furthermore, with respect to enclosed mall locations, no exterior
signs or signs in common areas of a mall shall be used unless otherwise expressly permitted
in these Sale Guidelines. In addition, the Debtors shall be permitted to utilize exterior
banners at (a) non-enclosed mall Closing Stores and (b) enclosed mall Closing Stores to
the extent the entrance to the applicable Closing Store does not require entry into the
enclosed mall common area; provided, however, that such banners shall be located or hung
so as to make clear that the Sales are being conducted only at the affected Closing Store,
and shall not be wider than the storefront of the Closing Store. In addition, the Debtors
shall be permitted to utilize sign walkers in a safe and professional manner and in
accordance with the terms of the Order. Nothing contained in these Sale Guidelines shall
be construed to create or impose upon the Debtors any additional restrictions not contained
in the applicable lease agreement.
7. Conspicuous signs shall be posted in the cash register areas of each of the affected Closing
Stores to effect that “all sales are final.”
8. Except with respect to the hanging of exterior banners, the Debtors shall not make any
alterations to the storefront or exterior walls of any Closing Stores, except as authorized by
the applicable lease.
9. The Debtors shall not make any alterations to interior or exterior Closing Store lighting,
except as authorized by the applicable lease. No property of the landlord of a Closing Store
shall be removed or sold during the Sales. The hanging of exterior banners or in-Closing
Store signage and banners shall not constitute an alteration to a Closing Store.
10. The Debtors shall keep Closing Store premises and surrounding areas clear and orderly
consistent with present practices.
11. The Debtors and the landlord of any Store are authorized to enter into Side Letters without
further order of the Court, provided that such agreements do not have a material adverse
effect on the Debtors or their estates.
12. The Debtors may advertise the sale of owned Non-Prescription Assets in a manner
consistent with these Sale Guidelines. The purchasers of any owned Non-Prescription
Assets sold during the sale shall be permitted to remove the owned Non-Prescription Assets
either through the back or alternative shipping areas at any time, or through other areas
after applicable business hours, provided, however, that the foregoing shall not apply to de
minimis sales of Non-Prescription Assets made whereby the item can be carried out of the
Closing Store in a shopping bag. For the avoidance of doubt, as of the Sale Termination
Date, the Debtors may abandon, in place and without further responsibility, any
Non-Prescription Assets.
13. At the conclusion of the Sales at each Closing Store, pending assumption or rejection of
applicable leases, the landlords of the Closing Stores shall have reasonable access to the
Closing Stores’ premises as set forth in the applicable leases. The Debtors and their agents
and representatives shall continue to have access to the Closing Stores pending assumption
or rejection of applicable leases.
14. The rights of landlords against Debtors for any damages to a Closing Store shall be reserved
in accordance with the provisions of the applicable lease.
15. The Debtors are authorized to conduct and consummate sales and internal transfers of
Prescription Assets consistent with their historical practices, in accordance with applicable
law.
16. If and to the extent that the landlord of any Closing Store affected hereby contends that the
Debtors are in breach of or default under these Sale Guidelines, such landlord shall email
or deliver written notice by overnight delivery on the Debtors as follows:
Rite Aid Corporation

1200 Intrepid Avenue, 2nd Floor
Philadelphia, PA 19112
Attention: Chief Legal Officer
with copies (which shall not constitute notice) to:
COLE SCHOTZ P.C.

Telephone: (201) 489-3000
Attention: Michael D. Sirota, Esq.
Seth Van Aalten
[email protected]
[email protected]
[email protected]
- and -
Kirkland & Ellis LLP

Attention: Joshua A. Sussberg, P.C.
Aparna Yenamandra, P.C.
Ross J. Fiedler
Zachary R. Manning
[email protected]
[email protected]
[email protected]
Exhibit B
Proposed Final Order


Caption in Compliance with D.N.J. LBR 9004-1(b)

Telephone: (212) 446-4800
Facsimile: (212) 446-4900
[email protected]
[email protected]
[email protected]
[email protected]
[email protected]
COLE SCHOTZ P.C.

Seth Van Aalten, Esq.
Telephone: (201) 489-3000
[email protected]
[email protected]
[email protected]
[email protected]
Proposed Co-Counsel for Debtors and Debtors in Possession
In re: Chapter 11
1
FINAL ORDER
The relief set forth on the following pages, numbered three (3) through twenty (20), is
ORDERED.
(Page | 3)
Case No. 23-18993 (MBK)
Caption of Order: Final Order (I) Authorizing and Approving the Conduct of Store Closing
Upon the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing and
Approving the Conduct of Store Closing Sales, with Such Sales to Be Free and Clear of All Liens,
Claims, and Encumbrances, and (II) Granting Related Relief (the “Motion”), 2 of the above-
captioned debtors and debtors in possession (collectively, the “Debtors”), for entry of a final order
(this “Final Order”): (a) authorizing and approving the continuation or initiation of store closing
or similar themed sales (the “Initial Store Closings”) at the stores identified on Schedule 1 attached
hereto (collectively, the “Initial Closing Stores”); (b) authorizing and approving the Debtors to
conduct store closings at additional stores (the “Additional Store Closings” and, together with the
Initial Store Closings, the “Store Closings”) at a later date or dates pursuant to the procedures set
forth herein (collectively, the “Additional Closing Stores,” if any, and together with the Initial
Closing Stores, the “Closing Stores”) with such sales to be free and clear of all liens, claims, and
encumbrances (the “Sales”), in accordance with the terms of the store closing sale guidelines
(the “Sale Guidelines”), attached as Schedule 2 hereto; and (c) granting related relief, all as more
fully set forth in the Motion; and upon the First Day Declaration, the Liebman Declaration, and
the Frejka Declaration; and the Court having jurisdiction to consider the Motion and the relief
requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference to
the Bankruptcy Court Under Title 11 of the United States District Court for the District of New
Jersey, entered July 23, 1984, and amended on September 18, 2012 (Simandle, C.J.); and this
Court having found that venue of this proceeding and the Motion in this district is proper pursuant
2
Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion.
(Page | 4)
Case No. 23-18993 (MBK)
to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the Debtors’ notice of the Motion
was appropriate under the circumstances and no other notice need be provided; and this Court
having reviewed the Motion and having heard the statements in support of the relief requested
therein at a hearing before this Court (the “Hearing”); and this Court having determined that the
legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and
upon all of the proceedings had before the Court and after due deliberation and sufficient cause
appearing therefor IT IS HEREBY FOUND AND DETERMINED THAT: 1
A. The Debtors have advanced sound business reasons for adopting the Sale
Guidelines as set forth in the Motion and at the Hearing.
B. The Sale Guidelines, which are attached hereto as Schedule 2, are reasonable and
appropriate, and the conduct of the Sales in accordance with the Sale Guidelines will provide an
efficient means for the Debtors to dispose of the Closing Store Assets, and are in the best interest
of the Debtors’ estates.
C. The relief set forth herein is necessary to avoid immediate and irreparable harm to
the Debtors and their estates and the Debtors have demonstrated good, sufficient and sound
business purposes and justifications for the relief approved herein.
D. The Store Closings and Sales are in the best interest of the Debtors’ estates.
E. The Dispute Resolution Procedures are fair and reasonable and comply with
applicable law.
1
Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of
fact where appropriate. See Fed. R. Bankr. P. 7052.
(Page | 5)
Case No. 23-18993 (MBK)
F. The entry of this Final Order is in the best interests of the Debtors and their estates,
creditors, and interest holders and all other parties in interest herein; and now therefore it is
HEREBY ORDERED THAT:
1. The Motion is GRANTED on a final basis as set forth herein.
2. To the extent any conflict between this Final Order and the Sale Guidelines, the
terms of this Final Order shall control.
I. Authority to Engage in Sales and Conduct Store Closings.
3. The Debtors are authorized, on an interim basis pending the Final Hearing, pursuant
to sections 105(a) and 363(b)(1) of the Bankruptcy Code, to continue, commence, and conduct
Sales and Store Closings at the Closing Stores in accordance with this Interim Order and the Sale
Guidelines, as may be modified by any Side Letters (as defined below) between the Debtors and
the landlords at the Closing Stores.
4. The Sale Guidelines are approved in their entirety on a final basis.
5. The Debtors are authorized to discontinue operations at the Closing Stores in
accordance with this Final Order and the Sale Guidelines.
6. All entities that are presently in possession of some or all of the Closing Store
Assets in which the Debtors hold an interest that is or may be subject to this Final Order hereby
are directed to surrender possession of such Closing Store Assets to the Debtors.
7. Neither the Debtors nor any of their officers, employees, or agents shall be required
to obtain the approval of any third party, including (without limitation) any Governmental Unit (as
(Page | 6)
Case No. 23-18993 (MBK)
defined under section 101(27) of the Bankruptcy Code) or landlord, to conduct the Sales and Store
Closings and to take the related actions authorized herein.
8. The Debtors are authorized to conduct Sales and internal transfers of Prescription
Assets consistent with their historical practice, in accordance with applicable law. Each purchaser
of Prescription Assets sold pursuant to this Final Order shall be deemed a good faith purchaser
within the meaning of section 363(m) of the Bankruptcy Code and, as such, shall be entitled all of
the protections afforded by such provision.
II. Conduct of the Sales.
9. All newspapers and other advertising media in which the Sales and Store Closings
may be advertised and all landlords and subtenants are directed to accept this Final Order as
binding authority so as to authorize the Debtors to conduct the Sales and Store Closings, including,
without limitation, to conduct and advertise the sale of Non-Prescription Assets in the manner
contemplated by and in accordance with this Final Order and the Sale Guidelines.
10. Subject to the Dispute Resolution Procedures provided for in this Interim Order,
the Debtors are hereby authorized to take such actions as may be necessary and appropriate to
conduct the Sales and Store Closings without necessity of further order of this Court as provided
in the Sale Guidelines (subject to any Side Letters), including, but not limited to, advertising a Sale
of Non-Prescription Assets as a “store closing sale”, “sale on everything”, “everything must go”,
“going-out-of-business”, or similar-themed sales as contemplated in the Sale Guidelines through
the posting of signs (including the use of exterior banners at non-enclosed mall closing locations,
and at enclosed mall closing locations to the extent the applicable closing location entrance does
(Page | 7)
Case No. 23-18993 (MBK)
not require entry into the enclosed mall common area), use of signwalkers, A-frames, and other
street signage, as contemplated in the Sale Guidelines.
11. Except as expressly provided in the Sale Guidelines, the sale of the Closing Store
Assets shall be conducted by the Debtors, notwithstanding any Contractual Restrictions to the
contrary. Any and all Contractual Restrictions shall not be enforceable in conjunction with the
Store Closings and the Sales. Any breach of any such provisions in these chapter 11 cases in
conjunction with the Store Closings or the Sales shall not constitute a default under a lease or
provide a basis to terminate the lease; provided that the Store Closings and Sales are conducted in
accordance with the terms of this Final Order, any Side Letter, and the Sale Guidelines. The
Debtors and landlords of the Closing Stores are authorized to enter into agreements (“Side
Letters”) between themselves modifying the Sale Guidelines without further order of the Court,
and such Side Letters shall be binding as among the Debtors and any such landlords, provided that
nothing in such Side Letters affects the provisions of this Final Order. In the event of any conflict
between the Sale Guidelines, any Side Letter, and this Final Order, subject to paragraph 33 hereof,
the terms of such Side Letter shall control. Copies of any Side Letters will be provided to the U.S.
Trustee, the DIP Agent, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the
Americas, New York, New York 10019 (Attn: Andrew N. Rosenberg

(Page | 8)
Case No. 23-18993 (MBK)
the Ad Hoc Secured Noteholder Group; and/or any statutory committee of unsecured creditors at
least two (2) business days’ prior to execution of any Side Letters (which period may be shortened
or waived if so consented to by each of the DIP Agent, Required Consenting Noteholders (as
defined in the Restructuring Support Agreement), and any statutory committee of unsecured
creditors).
12. Except as expressly provided for herein or in the Sale Guidelines, no person or
entity, including, but not limited to, any landlord, subtenant, licensor, service providers, utilities,
or creditors, shall take any action to directly or indirectly prevent, interfere with, or otherwise
hinder consummation of the Store Closings, the Sales, or the sale of the Closing Store Assets, or
the advertising and promotion (including the posting of signs and exterior banners or the use of
sign-walkers) of such sales, as applicable, and all such parties and persons and entities of every
nature and description, including, but not limited to, any landlord, subtenant, licensor, service
providers, utilities, and creditors and all those acting for or on behalf of such parties, are prohibited
and enjoined from (a) interfering in any way with, obstructing, or otherwise impeding, the conduct
of the Store Closings and the Sales, and/or (b) instituting any action or proceeding in any court
(other than in this Court) or administrative body seeking an order or judgment against, among
others, the Debtors or the landlords at the closing locations that might in any way directly or
indirectly obstruct or otherwise interfere with or adversely affect the conduct of the Store Closings,
the Sales, or the sale of the Closing Store Assets, or other liquidation sales at any Closing Stores
and/or seek to recover damages for breach(es) of covenants or provisions in any lease, sublease,
license, or contract based upon any relief authorized herein.

(Page | 9)
Case No. 23-18993 (MBK)
13. The Debtors are directed to remit all taxes arising from the Sales to the applicable
Governmental Units as and when due, provided that, in the case of a bona fide dispute, the Debtors
are only directed to pay such taxes upon the resolution of such dispute, if and to the extent that the
dispute is decided in favor of the applicable Governmental Unit. For the avoidance of doubt, sales
taxes collected and held in trust by the Debtors shall not be used to pay any creditor or any other
party, other than the applicable Governmental Unit for which the sales taxes are collected. This
Final Order does not enjoin, suspend, or restrain the assessment, levy, or collection of any tax
under state or federal law, and does not constitute a declaratory judgment with respect to any
party’s liability for taxes under state or federal law.
14. Pursuant to section 363(f) of the Bankruptcy Code, the Debtors are authorized to
sell the Closing Store Assets, and all sales of Closing Store Assets shall be free and clear of any
and all liens, claims, encumbrances, and other interests; provided, however, that any such liens,
claims, encumbrances, and other interests shall attach to the proceeds of the sale of the Closing
Store Assets with the same validity, in the amount, with the same priority as, and to the same extent
that any such liens, claims, and encumbrances have with respect to the Closing Store Assets,
subject to any claims and defenses that the Debtors may possess with respect thereto.
15. The Debtors are authorized and empowered to transfer Closing Store Assets among
and into the Debtors’ store locations in accordance with the Sale Guidelines, as applicable. The
Debtors are authorized to sell the Debtors’ Non-Prescription Assets and abandon the same, in each
case, as provided for and in accordance with the terms of the Sale Guidelines.
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Case No. 23-18993 (MBK)
16. Notwithstanding anything to the contrary in this Interim Order, the Debtors shall
not sell or abandon any property that the Debtors know is not owned by the Debtors; provided that
the Debtors will either (a) provide for the return of such property to the Debtors’ headquarters or
(b) return such property to the applicable lessor, or other owner of the property; provided, however,
that the Debtors may abandon property owned by the Landlord at the applicable Closing Store.
17. Neither the Sale Guidelines nor this Final Order authorize the Debtors to transfer
or sell to any other party the personal identifying information (which means information that alone
or in conjunction with other information identifies an individual, including but not limited to an
individual’s first name (or initial) and last name, physical address, electronic address, telephone
number, social security number, date of birth, government-issued identification number, account
number and credit or debit card number) (“PII”) of any customers unless such sale or transfer is
permitted by the Debtors’ privacy policy and applicable state or federal privacy and/or identity
theft prevention laws and rules (collectively, the “Applicable Privacy Laws”). The foregoing shall
not limit the use of the Debtors’ customer lists and mailing lists solely for purposes of advertising
and promoting the Sales.
18. Appointment of a consumer privacy ombudsman is not required with respect to the
Sales.
19. The Debtors shall remove or cause to be removed any confidential and/or PII in
any of the Debtors hardware, software, computers or cash registers or similar equipment which are
to be sold or abandoned so as to render the PII unreadable or undecipherable.

(Page | 11)
Case No. 23-18993 (MBK)
20. Nothing herein shall limit the Debtors’ right to suspend, postpone, or discontinue a
Sale at a Closing Store on notice to affected parties.
21. Nothing herein is intended to affect any rights of any applicable Government Unit
to enforce any law affecting the Debtors’ conduct of any store closing sale that occurred before
the Petition Date.
III. Procedures Relating to Additional Closing Stores.
22. To the extent that the Debtors seek to conduct Sales at any Additional Closing
Stores, the Sale Guidelines and this Final Order shall apply to each such Additional Closing Store
(and the corresponding Additional Store Closing(s)).
23. Except with respect to Sales of Prescription Assets, before conducting the Sales at
any Additional Closing Store, the Debtors will file with the Court a list of each such Additional
Closing Store (each, an “Additional Closing Store List”) and serve a notice of their intent to conduct
the applicable Sales at the Additional Closing Store on the Dispute Notice Parties, including
applicable landlords (collectively, the “Additional Closing Store Landlords”), and other interested
parties by email (to the extent available to the Debtors) or overnight mail within five business days
of filing the Additional Closing Store List or as soon as reasonably practicable thereafter. With
respect to the Dispute Notice Parties, including the Additional Closing Store Landlords, the
Debtors will mail, if applicable, such notice to the notice address set forth in the lease for such
Additional Closing Store (or at the last known address available to the Debtors).
24. The relevant Additional Closing Store Landlords and any other interested parties
shall have ten days after service of the applicable Additional Closing Store List to object to the
(Page | 12)
Case No. 23-18993 (MBK)
application of this Final Order to the Additional Closing Store(s) included in such Additional
Closing Store List. If no timely objections are filed with respect to the application of this Final
Order to an Additional Closing Store, the Debtors shall be authorized to proceed with conducting
the Sales at the Additional Closing Stores (and any corresponding Additional Store Closing(s)) in
accordance with this Final Order and the Sale Guidelines. If any objections are filed with respect
to the application of this Final Order to an Additional Closing Store and such objections are not
resolved, the objections and the application of this Final Order to the Additional Closing Store will
be considered by the Court at the next regularly scheduled omnibus hearing, subject to the rights
of any party to seek relief on an emergency basis on shortened notice, to the extent necessary.
IV. Dispute Resolution Procedures with Governmental Units.
25. Nothing in this Final Order, the Sale Guidelines, or any Side Letter releases,
after the date of entry of this Final Order. Nothing contained in this Final Order, the Sale
Bankruptcy Code. The Store Closings and the Sales shall not be exempt from laws of general
applicability, including, without limitation, public health and safety, criminal, tax, (including, but
not limited to, the collection of sales taxes), labor, employment, environmental, antitrust, fair
(Page | 13)
Case No. 23-18993 (MBK)
competition, traffic and consumer protection laws, including consumer laws regulating deceptive
practices and false advertising, consumer protection, the sale of gift certificates, layaway
programs, return of goods, express or implied warranties of goods, and “weights and measures”
regulation and monitoring (collectively, “General Laws”). Nothing in this Final Order, the Sale
Guidelines, or any Side Letter shall alter or affect obligations to comply with all applicable federal
safety laws and regulations. Nothing in this Final Order shall be deemed to bar any Governmental
Unit (as such term is defined in section 101(27) of the Bankruptcy Code) from enforcing General
Laws in the applicable non-bankruptcy forum, subject to the Debtors’ rights to assert in that forum
or before this Court, that any such laws are not in fact General Laws or that such enforcement is
impermissible under the Bankruptcy Code or this Final Order. Notwithstanding any other
provision in this Final Order, no party waives any rights to argue any position with respect to
whether the conduct was in compliance with this Final Order and/or any applicable law, or that
enforcement of such applicable law is preempted by the Bankruptcy Code. Nothing in this Final
Order shall be deemed to have made any rulings on any such issues.
26. To the extent that the sale of Closing Store Assets is subject to any Liquidation Sale
Laws, the following provisions of this paragraph 26 shall apply and control over any Side Letters:
i. Provided that the Sales are conducted in accordance with this Final Order and the
Sale Guidelines, the Debtors and the Debtors’ landlords shall be deemed to be in
compliance with any requirements of all county, parish, municipal, or other local
government (collectively, “Local”) and state Liquidation Sale Laws that would
otherwise apply to the Store Closings or the Sales; provided, that the term
“Liquidation Sale Laws” shall not include any public health or safety laws of any
state (collectively, “Safety Laws”), and the Debtors shall continue to be required to
comply, as applicable, with such Safety Laws and General Laws, subject to any
applicable provision of the Bankruptcy Code and federal law, and nothing in this
Final Order shall be deemed to bar Governmental Units (as defined in section
(Page | 14)
Case No. 23-18993 (MBK)
101(27) of the Bankruptcy Code) or public officials from enforcing Safety Laws or
General Laws.
ii. Within five business days after entry of this Final Order, or as soon as reasonably
practicable thereafter, the Debtors will serve by first-class mail copies of this Final
Order and the Sale Guidelines on the following: (a) the Attorney General’s office
for each state where the Sales are being held; (b) the Board of Pharmacy’s office
for each state where a Closing Store is located; (c) the county consumer protection
agency or similar agency for each county where the Sales are being held; (d) the
division of consumer protection for each state where the Sales are being held;
(e) the landlords for the Closing Store; and (f) any subtenants (if any) under the
leases with respect to the Closing Stores (collectively, the “Dispute Notice
Parties”).
reasonably practicable thereafter, the Debtors will serve copies of this Final Order
and the Sale Guidelines on the applicable Dispute Notice Parties.
iv. To the extent that there is a dispute arising from or relating to the Sales, this Final
Order, or the Sale Guidelines, which dispute relates to any Liquidation Sale Laws
(a “Reserved Dispute”), the Court shall retain exclusive jurisdiction to resolve the
Reserved Dispute. Within ten days following entry of this Final Order, or service
of an Additional Closing Store List, any Governmental Unit may assert that a
Reserved Dispute exists by serving a notice (the “Dispute Notice”) explaining the
nature of the dispute on: (a) Kirkland & Ellis LLP, 601 Lexington Avenue, New
York, New York 10022, Attn: Joshua A. Sussberg, P.C., Aparna Yenamandra,
P.C.; Ross J. Fiedler, and Zachary R. Manning; (b) Cole Schotz, P.C., Court Plaza
North, 25 Main Street, Hackensack, New Jersey 07601, Attn: Michael D. Sirota,
Warren A. Usatine, Felice R. Yudkin, and Seth Van Aalten; (c) Paul, Weiss,
Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New
York 10019 (Attn: Andrew N. Rosenberg ([email protected]); Brian S.
Hermann ([email protected]); and Christopher Hopkins
(Page | 15)
Case No. 23-18993 (MBK)
J. Brody ([email protected]), Oscar N. Pinkas ([email protected]));
(f) counsel to any statutory committee appointed in these chapter 11 cases; and
(g) the affected landlord or its known counsel. If the Debtors and the Governmental
Unit are unable to resolve the Reserved Dispute within fifteen days after service of
the Dispute Notice, the Governmental Unit may file a motion with the Court
requesting that the Court resolve the Reserved Dispute (a “Dispute Resolution
Motion”).
v. If a Dispute Resolution Motion is filed, nothing in this Final Order shall preclude
the Debtors, a landlord, or any other interested party from asserting (a) that the
provisions of any Liquidation Sale Laws are preempted by the Bankruptcy Code,
or (b) that neither the terms of this Final Order, nor the conduct of the Debtors
pursuant to this Final Order, violates such Liquidation Sale Laws. The filing of a
Dispute Resolution Motion as set forth herein shall not be deemed to affect the
finality of this Final Order or to limit or interfere with the Debtors’ ability to
conduct or to continue to conduct the Sales pursuant to this Final Order absent
further order of the Court. Upon the entry of this Final Order, the Court expressly
authorizes the Debtors to conduct the Sales pursuant to the terms of the Final Order
and the Sale Guidelines (as may be modified by Side Letters) and to take all actions
reasonably related thereto or arising in connection therewith. The Governmental
Unit will be entitled to assert any jurisdictional, procedural, or substantive
arguments it wishes with respect to the requirements of its Liquidation Sale Laws
or the lack of any preemption of such Liquidation Sale Laws by the Bankruptcy
Code. Nothing in this Final Order will constitute a ruling with respect to any issues
to be raised in any Dispute Resolution Motion.
contained in this Final Order related to the Liquidation Sale Laws, then any party
to that dispute may utilize the provisions of subparagraphs (iv) and (v) above by
serving a notice to the other party and proceeding thereunder in accordance with
those paragraphs. Any determination with respect to whether a particular law is a
Liquidation Sale Law shall be made de novo.
27. Subject to paragraphs 25 and 26 above, each and every federal, state, or local
agency, department, or Governmental Unit with regulatory authority over the Store Closings or
the Sales and all newspapers and other advertising media in which the Sales are advertised shall
consider this Final Order as binding authority that no further approval, license, or permit of any
(Page | 16)
Case No. 23-18993 (MBK)
Governmental Unit shall be required, nor shall the Debtors be required to post any bond, to conduct
the Sales.
28. Provided that the Store Closings and the Sales are conducted in accordance with the
terms of this Final Order and the Sale Guidelines (as may be modified by Side Letters) and in light
of the provisions in the laws that exempt court-ordered sales from their provisions, the Debtors
shall be presumed to be in compliance with any Liquidation Sale Laws and are authorized to
conduct the Store Closings and the Sales in accordance with the terms of this Final Order and the
Sale Guidelines (as may be modified by Side Letters) without the necessity of further showing
compliance with any such Liquidation Sale Laws.
29. Nothing in this Final Order, the Sale Guidelines, or any Side Letter releases,
after the date of entry of this Final Order. Nothing contained in this Final Order, the Sale
Bankruptcy Code.
V. Other Provisions.
30. To the extent the Debtors are subject to any Fast Pay Laws in connection with the
Store Closings, the Debtors shall be presumed to be in compliance with such laws to the extent, in
(Page | 17)
Case No. 23-18993 (MBK)
applicable states, such payroll payments are made by the later of: (a) the Debtors’ next regularly
scheduled payroll; and (b) seven calendar days following the termination date of the relevant
employee, and in all such cases consistent with, and subject to, any previous orders of this Court
regarding payment of same.
31. Notwithstanding the relief granted in this Final Order and any actions taken
pursuant to such relief, nothing in this Final Order shall be deemed: (a) an admission as to the
validity of any particular claim against the Debtors; (b) a waiver of the Debtors’ rights to dispute
any particular claim on any grounds; (c) a promise or requirement to pay any particular claim;
(d) an implication or admission that any particular claim is of a type specified or defined in this
Final Order or the Motion; (e) an authorization to assume any agreement, contract, or lease,
pursuant to section 365 of the Bankruptcy Code; (f) a waiver or limitation of the Debtors’, or any
other party in interest’s, rights under the Bankruptcy Code or any other applicable law; or (g) a
concession by the Debtors that any liens (contractual, common law, statutory, or otherwise) that
may be satisfied pursuant to the Motion or this Final Order are valid, and the rights of all parties
are expressly reserved to contest the extent, validity, or perfection or seek avoidance of all such
liens. Any payment made pursuant to this Final Order is not intended and should not be construed
as an admission as to the validity of any particular claim or a waiver of the Debtors’ rights to
subsequently dispute such claim.
32. Notwithstanding anything to the contrary contained in the Motion or this Final
Order, any payment to be made, obligation incurred, or relief or authorization granted hereunder
shall not be inconsistent with, and shall be subject to and in compliance with, the requirements
(Page | 18)
Case No. 23-18993 (MBK)
imposed on the Debtors under the terms of each Final and final order entered by the Court in
respect of the Debtors’ Motion for Entry of Interim and Final Orders (I) Authorizing the Debtors
To (A) Obtain Postpetition Financing and (B) Utilize Cash Collateral, (II) Granting Liens and
Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying
the Automatic Stay, (V) Scheduling a Final Hearing, and (VI) Granting Related Relief, filed
substantially contemporaneously herewith (such orders, the “DIP Orders”), including compliance
with any budget or cash flow forecast in connection therewith and any other terms and conditions
thereof. Nothing herein is intended to modify, alter, or waive, in any way, any terms, provisions,
requirements, or restrictions of the DIP Orders and to the extent of any conflict or inconsistency
between this Final Order and the DIP Orders, the DIP Orders shall govern and control.
33. On a confidential basis and upon the written (including email) request of the U.S.
Trustee (which request has been made), any official committee of unsecured creditors appointed
in these chapter 11 cases, or the advisors to the Ad Hoc Secured Noteholder Group, the Debtors
shall provide copies of periodic reports on a monthly basis concerning the Sales and Store Closings
that are prepared by the Debtors or their professionals; provided, however, that the foregoing shall
not require the Debtors or their professionals to prepare or undertake to prepare any additional or
new reports other than the weekly Sales and Store Closing reports.
34. The requirements set forth in Bankruptcy Rule 6003(b) are satisfied by the contents
of the Motion or otherwise deemed waived.
35. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Final Order in accordance with the Motion.

(Page | 19)
Case No. 23-18993 (MBK)
36. Notwithstanding any Bankruptcy Rule to the contrary, this Final Order shall be
effective and enforceable immediately upon entry hereof.
37. Notice of the Motion as provided therein shall be deemed good and sufficient notice
of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied
by such notice.
38. The requirement set forth in Local Rule 9013-1(a)(3) that any motion be
accompanied by a memorandum of law is hereby deemed satisfied by the contents of the Motion
or otherwise waived.
39. The Debtors shall serve by regular mail a copy of this Final Order and the Motion
on all parties required to receive such service pursuant to Local Rule 9013-5(f) within two business
days after the entry of this Final Order.
40. Any party may move for modification of this Final Order in accordance with Local
Rule 9013-5(e).
41. This Court retains exclusive jurisdiction with respect to all matters arising from or
related to the implementation, interpretation, and enforcement of this Final Order.
42. This Court shall retain jurisdiction with regard to all issues or disputes relating to
this Final Order, including, but not limited to: (a) any claim or issue relating to any efforts by any
party or person to prohibit, restrict or in any way limit banner and sign-walker advertising,
including with respect to any allegations that such advertising is not being conducted in a safe,
professional, and non-deceptive manner; (b) any claim of the Debtors and/or the landlords for
protection from interference with the Store Closings or Sales; (c) any other disputes related to the
(Page | 20)
Case No. 23-18993 (MBK)
Store Closings or Sales; and (d) protect the Debtors against any assertions of any liens, claims,
encumbrances, and other interests. No such parties or person shall take any action in respect of
the Debtors, the landlords, the Store Closings, or the Sales until this Court has resolved such
dispute. This Court shall hear the request of such parties or persons with respect to any such
disputes on an expedited basis, as may be appropriate under the circumstances.

Schedule 1
Initial Closing Stores


1 213 2715 PARADE STREET ERIE PA 16504
2 225 5612 N. FIFTH STREET PHILADELPHIA PA 19120
3 365 728 EAST PULASKI HIGHWAY ELKTON MD 21921
4 374 5624 BALTIMORE NATIONAL PK BALTIMORE MD 21228
5 385 5804 RITCHIE HIGHWAY BALTIMORE MD 21225
6 443 350 MAIN STREET PENNSBURG PA 18073
7 553 4011 COTTMAN AVENUE PHILADELPHIA PA 19135
8 558 1441 OLD YORK ROAD ABINGTON PA 19001
9 761 2887 HARLEM ROAD CHEEKTOWAGA NY 14225
10 803 300 MARKET STREET JOHNSTOWN PA 15901
11 850 8716 NEW FALLS ROAD LEVITTOWN PA 19054
12 852 11750 BUSTLETON AVENUE PHILADELPHIA PA 19116
13 857 169 WEST LANCASTER AVENUE ARDMORE PA 19003
14 1070 420 DANIEL WEBSTER HIGHWAY MERRIMACK NH 03054
15 1288 1315 EAST WASHINGTON LANE PHILADELPHIA PA 19138
16 1524 924 WEST MAIN STREET FREMONT MI 49412
17 1527 507 N LAFAYETTE STREET GREENVILLE MI 48838
18 1530 715 SOUTH CLINTON STREET GRAND LEDGE MI 48837
19 1685 801 WYOMING AVENUE STE 9 WEST PITTSTON PA 18643
20 1704 657 HEACOCK ROAD YARDLEY PA 19067
21 1767 2801 W. DAUPHIN STREET PHILADELPHIA PA 19132
22 1796 4057 ASBURY AVE STE 8 TINTON FALLS NJ 07753
23 1854 1709 LIBERTY STREET ERIE PA 16502
24 1859 7501 RITCHIE HIGHWAY GLEN BURNIE MD 21061
25 1955 674 ROUTE 196, STE 14 TOBYHANNA PA 18466
26 1970 431 HALEDON AVENUE HALEDON NJ 07508
27 1977 35 MILL ROAD IRVINGTON NJ 07111
28 2264 2722 WEST 9TH STREET CHESTER PA 19013
29 2390 3129 LINCOLN WAY EAST MASSILLON OH 44646
30 2442 950 EAST BALTIMORE PIKE YEADON PA 19050
31 2521 1636 ROUTE 38 SUITE 49 LUMBERTON NJ 08048
32 2629 120 SOUTH MAIN STREET NEW CARLISLE OH 45344
33 2709 8235 STENTON AVENUE PHILADELPHIA PA 19150
34 3084 146 WOODMAN DRIVE DAYTON OH 45431
35 3117 2701 MARKET STREET YOUNGSTOWN OH 44507
36 3247 401 WEST NORTH STREET SPRINGFIELD OH 45504
37 3377 7941 OXFORD AVENUE PHILADELPHIA PA 19111
38 3457 136 NORTH 63RD STREET PHILADELPHIA PA 19139
39 3477 773 HAMILTON STREET SOMERSET NJ 08873
40 3681 5440 LANSDOWNE AVENUE PHILADELPHIA PA 19131
41 3781 7967 BALTIMORE ANNAPOLIS BLVD GLEN BURNIE MD 21060
42 3880 15250 24 MILE ROAD MACOMB MI 48042
43 3958 2002 AVENUE U BROOKLYN NY 11229
44 4045 1434 S BLACK HORSE PIKE WILLIAMSTOWN NJ 08094
45 4234 102 NORTH CENTERVILLE ROAD STURGIS MI 49091
46 4300 47300 PONTIAC TRAIL WIXOM MI 48393
47 4318 35250 SOUTH GRATIOT AVENUE CLINTON TWP. MI 48035
48 4321 51037 VAN DYKE AVENUE SHELBY TOWNSHIP MI 48316
49 4350 3100 EAST MICHIGAN AVENUE JACKSON MI 49202
50 4366 9155 TELEGRAPH ROAD TAYLOR MI 48180
51 4407 1243 U.S. 31 SOUTH MANISTEE MI 49660
52 4466 29447 FORD ROAD GARDEN CITY MI 48135
1 of 3

53 4504 2838 EAST COURT STREET FLINT MI 48506
54 4526 1900 EAST 8 MILE ROAD DETROIT MI 48234
55 4537 36485 GARFIELD ROAD CLINTON TWP. MI 48035
56 4548 25922 MIDDLEBELT ROAD FARMINGTON HILLS MI 48336
57 4552 2 WHITNEY AVENUE FLORAL PARK NY 11001
58 4577 109 NORTH WHITTEMORE STREET ST. JOHNS MI 48879
59 4616 208 EAST CENTRAL AVENUE TITUSVILLE PA 16354
60 4706 833 NORTH BATTLEFIELD BLVD CHESAPEAKE VA 23320
61 4761 1124 NORTH BALLENGER HWY. FLINT MI 48504
62 4767 230 SOUTH MAIN STREET BELLEFONTAINE OH 43311
63 4770 2701 SOUTH CEDAR STREET LANSING MI 48910
64 4868 71-18 KISSENA BOULEVARD FLUSHING NY 11367
65 4981 3131 HEMPSTEAD TURNPIKE LEVITTOWN NY 11756
66 5201 601 SOUTH GRADY WAY,STE.P RENTON WA 98057
67 5204 3202 132ND STREET, S.E. MILL CREEK WA 98012
68 5227 110 SW 148TH STREET BURIEN WA 98166
69 5231 10103 EVERGREEN WAY EVERETT WA 98204
70 5280 8230 MARTIN WAY EAST LACEY WA 98516
71 5347 2440 SE CESAR E CHAVEZ BLVD PORTLAND OR 97214
72 5412 1600 NORTH MAIN STREET MERIDIAN ID 83642
73 5417 5005 WEST OVERLAND ROAD BOISE ID 83705
74 5448 4044 EAGLE ROCK BOULEVARD LOS ANGELES CA 90065
75 5457 4046 SOUTH CENTINELA AVENUE LOS ANGELES CA 90066
76 5466 7859 FIRESTONE BOULEVARD DOWNEY CA 90241
77 5521 4402 ATLANTIC AVENUE LONG BEACH CA 90807
78 5571 935 NORTH HOLLYWOOD WAY BURBANK CA 91505
79 5585 139 NORTH GRAND AVENUE COVINA CA 91724
80 5593 13905 AMAR ROAD LA PUENTE CA 91746
81 5611 920 EAST VALLEY BOULEVARD ALHAMBRA CA 91801
82 5635 3813 PLAZA DRIVE OCEANSIDE CA 92056
83 5638 1670 MAIN STREET RAMONA CA 92065
84 5657 6505 MISSION GORGE ROAD SAN DIEGO CA 92120
85 5661 8985 MIRA MESA BOULEVARD SAN DIEGO CA 92126
86 5730 25906 NEWPORT ROAD MENIFEE CA 92584
87 5735 24829 DEL PRADO DANA POINT CA 92629
88 5753 30222 CROWN VALLEY PARKWAY LAGUNA NIGUEL CA 92677
89 5757 19701 YORBA LINDA BOULEVARD YORBA LINDA CA 92886
90 5760 1406 WEST EDINGER AVENUE SANTA ANA CA 92704
91 5772 2738 EAST THOMPSON BLVD. VENTURA CA 93003
92 5780 720 NORTH VENTURA ROAD OXNARD CA 93030
93 5967 20572 HOMESTEAD ROAD CUPERTINO CA 95014
94 5976 2620 EL CAMINO REAL SANTA CLARA CA 95051
95 5979 901 SOQUEL AVENUE SANTA CRUZ CA 95062
96 6001 571 BELLEVUE ROAD ATWATER CA 95301
97 6045 5409 SUNRISE BOULEVARD CITRUS HEIGHTS CA 95610
98 6080 1309 FULTON AVENUE SACRAMENTO CA 95825
99 6213 3029 HARBOR BOULEVARD COSTA MESA CA 92626
100 6288 959 CRENSHAW BOULEVARD LOS ANGELES CA 90019
101 6318 3000 SOUTH ARCHIBALD AVENUE ONTARIO CA 91761
102 6333 15800 IMPERIAL HIGHWAY LA MIRADA CA 90638
103 6521 22201 MERIDIAN AVENUE E GRAHAM WA 98338
104 6717 8509 IRVINE CENTER DRIVE IRVINE CA 92618
2 of 3

105 6769 499 ALVARADO STREET MONTEREY CA 93940
106 6908 9600 15TH AVE SW SEATTLE WA 98106
107 6915 2518 196TH ST SW LYNNWOOD WA 98036
108 6920 3620 FACTORIA BLVD SE BELLEVUE WA 98006
109 6927 11919 NE 8TH STREET BELLEVUE WA 98005
110 6952 7370 170TH AVE NE REDMOND WA 98052
111 7827 1080 S WEST END BLVD QUAKERTOWN PA 18951
112 10092 80 EAST MAIN STREET WEBSTER MA 01570
113 10382 289 GREENWOOD AVE. BETHEL CT 06801
114 10415 3 MARSHALL HILL ROAD WEST MILFORD NJ 07480
115 10449 210 BRIDGETON PIKE MANTUA NJ 08051
116 10456 108 SWEDESBORO ROAD SUITE 20 MULLICA HILL NJ 08062
117 10505 2370 ROUTE 33 ROBBINSVILLE NJ 08691
118 10514 1726 ROUTE 37 EAST TOMS RIVER NJ 08753
119 10517 86 B LACEY ROAD WHITING NJ 08759
120 10586 2981 OCEAN AVENUE BROOKLYN NY 11235
121 10619 3199 LONG BEACH ROAD OCEANSIDE NY 11572
122 10620 198 WEST MERRICK ROAD VALLEY STREAM NY 11580
123 10626 836 SUNRISE HIGHWAY BAY SHORE NY 11706
124 10628 2784 SUNRISE HIGHWAY BELLMORE NY 11710
125 10633 901 MERRICK ROAD COPIAGUE NY 11726
126 10635 577 LARKFIELD ROAD EAST NORTHPORT NY 11731
127 10642 695 EAST JERICHO TURNPIKE HUNTINGTON STATION NY 11746
128 10650 700-43 PATCHOGUE-YAPHANK ROAD MEDFORD NY 11763
129 10655 273 PINE HOLLOW ROAD OYSTER BAY NY 11771
130 10657 397 SUNRISE HIGHWAY WEST PATCHOGUE NY 11772
131 10658 593 OLD TOWN RD. PORT JEFF STATION NY 11776
132 10663 65 ROUTE 111 SMITHTOWN NY 11787
133 10828 2453 ELMWOOD AVENUE KENMORE NY 14217
134 10868 1567 PENFIELD ROAD ROCHESTER NY 14625
135 10900 700 STEVENSON BLVD. NEW KENSINGTON PA 15068
136 10901 351 BRIGHTON AVENUE ROCHESTER PA 15074
137 10906 5235 LIBRARY ROAD BETHEL PARK PA 15102
138 10908 5990 UNIVERSITY BLVD STE30 MOON TOWNSHIP PA 15108
139 10943 2501 SAW MILL RUN BLVD PITTSBURGH PA 15234
140 10949 5410 KEEPORT DRIVE PITTSBURGH PA 15236
141 10967 6090 ROUTE 30 GREENSBURG PA 15601
142 10974 4830 WILLIAM PENN HIGHWAY EXPORT PA 15632
143 10991 1730 WILMINGTON ROAD NEW CASTLE PA 16105
144 11042 2178 W. UNION BLVD. BETHLEHEM PA 18018
145 11053 1628 SOUTH FOURTH STREET ALLENTOWN PA 18103
146 11134 2401 EAST VENANGO STREET PHILADELPHIA PA 19134
147 11135 6327-43 TORRESDALE AVENUE PHILADELPHIA PA 19135
148 11160 200 W. RIDGE AVENUE STE 112 CONSHOHOCKEN PA 19428
149 11182 25 CHESTNUT HILL PLAZA NEWARK DE 19713
150 11188 3209 KIRKWOOD HIGHWAY WILMINGTON DE 19808
151 11208 5 BEL AIR SOUTH PKY, SUITE1347 BEL AIR MD 21015
152 11255 1458 MOUNT PLEASANT ROAD CHESAPEAKE VA 23322
153 12999 301 EISENHOWER DRIVE HANOVER PA 17331
154 17783 7036 WERTZVILLE ROAD MECHANICSBURG PA 17050
3 of 3
Schedule 2
Sale Guidelines
Sale Guidelines 1
1. The Sales shall be conducted so that the Closing Stores in which sales are to occur will
remain open no longer than during the normal hours of operation or such hours as otherwise
provided for in the respective leases for the Closing Stores.
2. The Sales shall be conducted in accordance with applicable state and local “Blue Laws,”
where applicable, so that no Sale shall be conducted on Sunday unless the Debtors had
been operating such Closing Store on a Sunday prior to the commencement of the Sales.
3. On “shopping center” property, the Debtors shall not distribute handbills, leaflets or other
written materials to customers outside of any Closing Stores’ premises, unless permitted
by the lease or if distribution is customary in the “shopping center” in which such Closing
Store is located; provided that the Debtors may solicit customers in the Closing Stores
themselves. On “shopping center” property, the Debtors shall not use any flashing lights
or amplified sound to advertise the Sales or solicit customers, except as permitted under
the applicable lease or agreed to by the landlord.
4. At the conclusion of the Sale, the Debtors shall vacate the Closing Stores; provided that
the Debtor may abandon any Non-Prescription Assets not sold in the Sales at the
conclusion of the Sales (the “Termination Date”), without cost or liability of any kind to
the Debtors. The Debtors shall notify the Counsel to the DIP Agents, the advisors to the
Ad Hoc Secured Noteholder Group, and the landlord of its intention to abandon any
Non-Prescription Assets at least two (2) days prior to the Termination Date. The Debtors
will have the option to remove the Non-Prescription Assets, at their own cost prior to the
Termination Date. Any abandoned Non-Prescription Assets left in a Closing Store after a
lease is rejected shall be deemed abandoned to the landlord having a right to dispose of the
same as the landlord chooses without any liability whatsoever on the part of the landlord
to any party and without waiver of any damage claims against the Debtors. For the
avoidance of doubt, as of the Termination Date, the Debtors may abandon, in place and
without further responsibility or liability of any kind, any Non-Prescription Assets.
5. The Debtors may advertise the Sales as “store closing”, “sale on everything”, “everything
must go”, “everything on sale”, “going-out-of-business” or similar-themed sales. The
Debtors may also have a “countdown to closing” sign prominently displayed in a manner
consistent with these Sale Guidelines. All signs, banners, ads and other advertising
material, promotions, and campaigns will be approved by the Debtors, prior to purchase,
in accordance with these Sale Guidelines.
6. The Debtors shall be permitted to utilize sign-walkers, display, hanging signs, and interior
banners in connection with the Sales; provided that such sign walkers, display, hanging
signs, and interior banners shall be professionally produced and hung in a professional
manner. The Debtors shall not use neon or day-glo on its sign walkers, display, hanging
1
Capitalized terms used but not defined in these Sale Guidelines have the meanings given to them in the Debtors’
Motion for Entry of Interim and Final Orders (I) Authorizing and Approving the Conduct of Store Closing Sales,
with Such Sales to Be Free and Clear of All Liens, Claims, and Encumbrances, and (II) Granting Related Relief.
signs, or interior banners. Furthermore, with respect to enclosed mall locations, no exterior
signs or signs in common areas of a mall shall be used unless otherwise expressly permitted
in these Sale Guidelines. In addition, the Debtors shall be permitted to utilize exterior
banners at (a) non-enclosed mall Closing Stores and (b) enclosed mall Closing Stores to
the extent the entrance to the applicable Closing Store does not require entry into the
enclosed mall common area; provided, however, that such banners shall be located or hung
so as to make clear that the Sales are being conducted only at the affected Closing Store,
and shall not be wider than the storefront of the Closing Store. In addition, the Debtors
shall be permitted to utilize sign walkers in a safe and professional manner and in
accordance with the terms of the Order. Nothing contained in these Sale Guidelines shall
be construed to create or impose upon the Debtors any additional restrictions not contained
in the applicable lease agreement.
7. Conspicuous signs shall be posted in the cash register areas of each of the affected Closing
Stores to effect that “all sales are final.”
8. Except with respect to the hanging of exterior banners, the Debtors shall not make any
alterations to the storefront or exterior walls of any Closing Stores, except as authorized by
the applicable lease.
9. The Debtors shall not make any alterations to interior or exterior Closing Store lighting,
except as authorized by the applicable lease. No property of the landlord of a Closing Store
shall be removed or sold during the Sales. The hanging of exterior banners or in-Closing
Store signage and banners shall not constitute an alteration to a Closing Store.
10. The Debtors shall keep Closing Store premises and surrounding areas clear and orderly
consistent with present practices.
11. The Debtors and the landlord of any Store are authorized to enter into Side Letters without
further order of the Court, provided that such agreements do not have a material adverse
effect on the Debtors or their estates.
12. The Debtors may advertise the sale of owned Non-Prescription Assets in a manner
consistent with these Sale Guidelines. The purchasers of any owned Non-Prescription
Assets sold during the sale shall be permitted to remove the owned Non-Prescription Assets
either through the back or alternative shipping areas at any time, or through other areas
after applicable business hours, provided, however, that the foregoing shall not apply to de
minimis sales of Non-Prescription Assets made whereby the item can be carried out of the
Closing Store in a shopping bag. For the avoidance of doubt, as of the Sale Termination
Date, the Debtors may abandon, in place and without further responsibility, any
Non-Prescription Assets.
13. At the conclusion of the Sales at each Closing Store, pending assumption or rejection of
applicable leases, the landlords of the Closing Stores shall have reasonable access to the
Closing Stores’ premises as set forth in the applicable leases. The Debtors and their agents
and representatives shall continue to have access to the Closing Stores pending assumption
or rejection of applicable leases.
14. The rights of landlords against Debtors for any damages to a Closing Store shall be reserved
in accordance with the provisions of the applicable lease.
15. The Debtors are authorized to conduct and consummate sales and internal transfers of
Prescription Assets consistent with their historical practices, in accordance with applicable
law.
16. If and to the extent that the landlord of any Closing Store affected hereby contends that the
Debtors are in breach of or default under these Sale Guidelines, such landlord shall email
or deliver written notice by overnight delivery on the Debtors as follows:
Rite Aid Corporation

1200 Intrepid Avenue, 2nd Floor
Philadelphia, PA 19112
Attention: Chief Legal Officer
with copies (which shall not constitute notice) to:
COLE SCHOTZ P.C.

Telephone: (201) 489-3000
Attention: Michael D. Sirota, Esq.
Seth Van Aalten
[email protected]
[email protected]
[email protected]
- and -
Kirkland & Ellis LLP

Attention: Joshua A. Sussberg, P.C.
Aparna Yenamandra, P.C.
Ross J. Fiedler
Zachary R. Manning
[email protected]
[email protected]
[email protected]

Rite Aid Store Closure List

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Case 23-18993-MBK Doc 37 Filed 10/16/23 Entered 10/16/23 03:31:27 Desc Main

KIRKLAND & ELLIS LLP COLE SCHOTZ P.C.

Proposed Co-Counsel to the Debtors and

UNITED STATES BANKRUPTCY COURT

RITE AID CORPORATION, et al., Case No. 23-18993 (MBK)

Debtors. 1 (Joint Administration Requested)

DEBTORS’ MOTION FOR

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

The above-captioned debtors and debtors in possession (collectively, the “Debtors”)

respectfully state the following in support of this motion (this “Motion”): 2

each filed contemporaneously herewith.

Jurisdiction and Venue

consistent with Article III of the United States Constitution.

Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

industry-leading claim adjudication platform. Headquartered in Philadelphia, Pennsylvania, Rite

under the trading symbol, “RAD.”

committees have been appointed or designated.

I. The Store Closings.

build stakeholder consensus around a value-maximizing restructuring of the Company.

go-forward business plan—and the value-maximizing restructuring of the Debtors contemplated

by the agreement in principle to be memorialized by the Restructuring Support Agreement—is the

underperforming stores (based on a comprehensive cost-benefit analysis).

The Debtors’ meticulous, thoroughly considered store closure plan is centered on

advisors, conducted a comprehensive analysis of the Debtors’ store portfolio, financial

performance, and market geography to identify unprofitable, underperforming, or otherwise sub-

later date or dates, pursuant to the Sale Guidelines.

II. The Sale Guidelines.

To maximize the value of Prescription Assets and Non-Prescription Assets

III. Liquidation Sale Laws and Dispute Resolution Procedures.

Sale Guidelines shall control.

Morristown, NJ 07960 (Attn: Howard A. Cohen ([email protected]);

IV. Fast Pay Laws.

the date such employee is terminated.

The nature of the contemplated Store Closings is expected to result in the

V. Disposition of Prescription Assets.

transactions averaging $0.8 million per sale.

practice is the best way to maximize the value of those assets.

VI. Contractual Restrictions.

ability to maximize value in selling Closing Store Assets.

(including through the posting of signs) of the Sales.

their business judgment that abandonment is the appropriate course of action.

Basis for Relief

Store closing or liquidation sales are a routine occurrence in chapter 11 cases

14179 (VFP) (Bankr. D.N.J. June 25, 2020) (same). 5

Sales are not timely consummated.

II. The Court Should Approve the Sale Guidelines.

of this title.” 11 U.S.C. § 105(a).

134 B.R. 732, 735–36 (Bankr. S.D.N.Y. 1991) (same).

and other parties in interest.

Furthermore, ample business justification exists to conduct the Store Closings.

is ongoing with respect to any Additional Closing Stores.

(authorizing store closing procedures permitting transfers of customer prescription records in

(RDD) (Bankr. S.D.N.Y. Jul. 28, 2015) (same). 7

be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest.

In re TWA Inc., 322 F.3d 283, 289 (3d Cir. 2003).

opportunity to object to the relief requested.

encumbrances, and other interests.

likely would be detrimental to the conduct of these chapter 11 cases.

relief complies with any applicable Liquidation Sale Laws.

and the ongoing jurisdiction and supervision of the Court.

Further, bankruptcy courts have consistently recognized, with limited exception,

code.”), aff’d, 112 F.3d 633 (3d Cir. 1997).

health and safety”).