ex4-1.htm


     

    Exhibit
4.1

     

    Execution
Copy

    


    


     

    RITE
AID CORPORATION

     

    10.250%
Senior Secured Notes due 2019

     

    ________________________

     

    INDENTURE

     

    Dated
as of October 26, 2009

     

    ________________________

     

    The
Bank of New York Mellon Trust Company, N.A.,

     

    as
Trustee

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

     

     

    ARTICLE
I

     

    Definitions
and Incorporation by Reference

     

    
      	
              SECTION
      1.01.  Definitions.

            	
              1

            
	
              SECTION
      1.02.  Other Definitions.

            	
              37

            
	
              SECTION
      1.03.  Incorporation by Reference of Trust Indenture
      Act

            	
              38

            
	
              SECTION
      1.04.  Rules of Construction

            	
              38

            


    

     

    ARTICLE
II

     

    The
Securities

     

    
      	
              SECTION
      2.01.  Amount of Securities; Issuable in Series

            	
              39

            
	
              SECTION
      2.02.  Form and Dating

            	
              40

            
	
              SECTION
      2.03.  Execution and Authentication

            	
              40

            
	
              SECTION
      2.04.  Registrar and Paying Agent

            	
              41

            
	
              SECTION
      2.05.  Paying Agent To Hold Money in Trust

            	
              41

            
	
              SECTION
      2.06.  Holder Lists

            	
              42

            
	
              SECTION
      2.07.  Replacement Securities

            	
              42

            
	
              SECTION
      2.08.  Outstanding Securities

            	
              42

            
	
              SECTION
      2.09.  Temporary Securities

            	
              42

            
	
              SECTION
      2.10.  Cancellation

            	
              43

            
	
              SECTION
      2.11.  Defaulted Interest

            	
              43

            
	
              SECTION
      2.12.  CUSIP Numbers

            	
              43

            


    

     

    ARTICLE
III

     

    Redemption

     

    
      	
              SECTION
      3.01.  Notices to Trustee

            	
              43

            
	
              SECTION
      3.02.  Selection of Securities To Be Redeemed

            	
              44

            
	
              SECTION
      3.03.  Notice of Redemption

            	
              44

            
	
              SECTION
      3.04.  Effect of Notice of Redemption

            	
              45

            
	
              SECTION
      3.05.  Deposit of Redemption Price

            	
              45

            
	
              SECTION
      3.06.  Securities Redeemed in Part

            	
              45

            


    

     

    ARTICLE
IV

     

    Covenants

     

    
      	
              SECTION
      4.01.  Payment of Securities

            	
              45

            
	
              SECTION
      4.02.  SEC Reports

            	
              45

            
	
              SECTION
      4.03.  Limitation on Debt

            	
              46

            
	
              SECTION
      4.04.  Limitation on Restricted Payments

            	
              50

            


    

    


    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    


    


    
      	
              SECTION
      4.05.  Limitation on Liens

            	
              52

            
	
              SECTION
      4.06.  Limitation on Asset Sales and Specified Collateral
      Dispositions

            	
              53

            
	
              SECTION
      4.07.  Limitation on Restrictions on Distributions from
      Restricted Subsidiaries

            	
              57

            
	
              SECTION
      4.08.  Limitation on Transactions with
Affiliates

            	
              58

            
	
              SECTION
      4.09.  Guarantees by Subsidiaries

            	
              60

            
	
              SECTION
      4.10.  Limitation on Sale and Leaseback
    Transactions

            	
              61

            
	
              SECTION
      4.11.  Designation of Restricted and Unrestricted
      Subsidiaries

            	
              61

            
	
              SECTION
      4.12.  Additional Security Documents

            	
              62

            
	
              SECTION
      4.13.  Change of Control

            	
              63

            
	
              SECTION
      4.14.  Further Instruments and Acts

            	
              64

            
	
              SECTION
      4.15.  Covenant Suspension

            	
              64

            


    

     

    ARTICLE
V

     

    Successor
Company

     

    
      	
              SECTION
      5.01.  When Company May Merge or Transfer Assets

            	
              65

            


    

     

    ARTICLE
VI

     

    Defaults
and Remedies

     

    
      	
              SECTION
      6.01.  Events of Default

            	
              68

            
	
              SECTION
      6.02.  Acceleration

            	
              70

            
	
              SECTION
      6.03.  Other Remedies

            	
              70

            
	
              SECTION
      6.04.  Waiver of Past Defaults

            	
              71

            
	
              SECTION
      6.05.  Control by Majority

            	
              71

            
	
              SECTION
      6.06.  Limitation on Suits

            	
              71

            
	
              SECTION
      6.07.  Rights of Holders to Receive Payment

            	
              71

            
	
              SECTION
      6.08.  Collection Suit by Trustee

            	
              72

            
	
              SECTION
      6.09.  Trustee May File Proofs of Claim

            	
              72

            
	
              SECTION
      6.10.  Priorities

            	
              72

            
	
              SECTION
      6.11.  Undertaking for Costs

            	
              72

            
	
              SECTION
      6.12.  Waiver of Stay or Extension Laws

            	
              73

            
	
              SECTION
      6.13.  Enforcement of Remedies

            	
              73

            


    

     

    ARTICLE
VII

     

    Trustee

     

    
      	
              SECTION
      7.01.  Duties of Trustee

            	
              73

            
	
              SECTION
      7.02.  Rights of Trustee

            	
              74

            
	
              SECTION
      7.03.  Individual Rights of Trustee

            	
              76

            
	
              SECTION
      7.04.  Trustee’s Disclaimer

            	
              76

            
	
              SECTION
      7.05.  Notice of Defaults

            	
              76

            


    

    


    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    


    
      	
              SECTION
      7.06.  Reports by Trustee to Holders

            	
              76

            
	
              SECTION
      7.07.  Compensation and Indemnity

            	
              76

            
	
              SECTION
      7.08.  Replacement of Trustee

            	
              77

            
	
              SECTION
      7.09.  Successor Trustee by Merger

            	
              78

            
	
              SECTION
      7.10.  Eligibility; Disqualification

            	
              78

            
	
              SECTION
      7.11.  Preferential Collection of Claims Against
      Company

            	
              79

            


    

     

    ARTICLE
VIII

     

    Discharge
of Indenture; Defeasance

     

    
      	
              SECTION
      8.01.  Discharge of Liability on Securities;
      Defeasance

            	
              79

            
	
              SECTION
      8.02.  Conditions to Defeasance

            	
              80

            
	
              SECTION
      8.03.  Application of Trust Money

            	
              81

            
	
              SECTION
      8.04.  Repayment to Company

            	
              81

            
	
              SECTION
      8.05.  Indemnity for Government Obligations

            	
              81

            
	
              SECTION
      8.06.  Reinstatement

            	
              81

            


    

     

    ARTICLE
IX

     

    Amendments

     

    
      	
              SECTION
      9.01.  Without Consent of Holders

            	
              82

            
	
              SECTION
      9.02.  With Consent of Holders

            	
              83

            
	
              SECTION
      9.03.  Compliance with Trust Indenture Act

            	
              87

            
	
              SECTION
      9.04.  Revocation and Effect of Consents and
    Waivers

            	
              88

            
	
              SECTION
      9.05.  Notation on or Exchange of Securities

            	
              88

            
	
              SECTION
      9.06.  Trustee To Sign Amendments

            	
              88

            
	
              SECTION
      9.07.  Payment for Consent

            	
              88

            


    

     

    ARTICLE
X

     

    Collateral

     

    
      	
              SECTION
      10.01.  Authorization of Actions to Be Taken

            	
              89

            


    

     

    ARTICLE
XI

     

    Miscellaneous

     

    
      	
              SECTION
      11.01.  Trust Indenture Act Controls

            	
              89

            
	
              SECTION
      11.02.  Notices

            	
              90

            
	
              SECTION
      11.03.  Communication by Holders with Other
    Holders

            	
              90

            
	
              SECTION
      11.04.  Certificate and Opinion as to Conditions
      Precedent

            	
              90

            
	
              SECTION
      11.05.  Statements Required in Certificate or
      Opinion

            	
              91

            
	
              SECTION
      11.06.  When Securities Disregarded

            	
              91

            
	
              SECTION
      11.07.  Rules by Trustee, Paying Agent and
    Registrar

            	
              91

            
	
              SECTION
      11.08.  Legal Holidays

            	
              91

            


    

    


    


    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

    


    


    
      	
              SECTION
      11.09.  Governing Law

            	
              92

            
	
              SECTION
      11.10.  No Recourse Against Others

            	
              92

            
	
              SECTION
      11.11.  Successors

            	
              92

            
	
              SECTION
      11.12.  Multiple Originals

            	
              92

            
	
              SECTION
      11.13.  Table of Contents; Headings

            	
              92

            
	
              SECTION
      11.14.  Waiver of Jury Trial

            	
              92

            
	
              SECTION
      11.15.  Force Majeure

            	
              92

            


    

    


    Schedule
A – Subsidiary Guarantors

     

    Appendix A
– Provisions Relating to Initial Securities and Exchange Securities

     

    Exhibit 1
to Appendix A – Form of Initial Security

     

    Exhibit A
– Form of Exchange Security

     

    Exhibit B
– Form of Transferee Letter of Representation

     

    


    


    


    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    CROSS-REFERENCE
TABLE

     

    


    
      	
              TIA

              Section

            	 
      	
              Indenture
      

              Section

            
	
              310

            	
              (a)(1)

            	
              7.10

            
	 
      	
              (a)(2)

            	
              7.10

            
	 
      	
              (a)(3)

            	
              N.A.

            
	 
      	
              (a)(4)

            	
              N.A.

            
	 
      	
              (b)

            	
              7.08;

            
	 
      	 
      	
              7.10

            
	 
      	
              (c)

            	
              N.A.

            
	
              311

            	
              (a)

            	
              7.11

            
	 
      	
              (b)

            	
              7.11

            
	 
      	
              (c)

            	
              N.A.

            
	
              312

            	
              (a)

            	
              2.06

            
	 
      	
              (b)

            	
              11.03

            
	 
      	
              (c)

            	
              11.03

            
	
              313

            	
              (a)

            	
              7.06

            
	 
      	
              (b)(1)

            	
              7.06;

            
	 
      	 
      	
              11.02

            
	 
      	
              (b)(2)

            	
              7.06

            
	 
      	
              (c)

            	
              7.06;

            
	 
      	 
      	
              11.02

            
	 
      	
              (d)

            	
              7.06

            
	
              314

            	
              (a)

            	
              4.02;

            
	 
      	 
      	
              4.09;

            
	 
      	 
      	
              7.06;

            
	 
      	 
      	
              11.02

            
	 
      	
              (b)

            	
              4.09;

            
	 
      	 
      	
              7.02;

            
	 
      	 
      	
              11.02

            
	 
      	
              (c)(1)

            	
              7.02

            
	 
      	
              (c)(2)

            	
              7.02

            
	 
      	
              (c)(3)

            	
              N.A.

            
	 
      	
              (d)

            	
              1.03;

            
	 
      	 
      	
              7.02

            
	 
      	
              (e)

            	
              11.05

            
	 
      	
              (f)

            	
              4.14

            
	
              315

            	
              (a)

            	
              7.01

            
	 
      	
              (b)

            	
              7.05;

            
	 
      	 
      	
              11.02

            
	 
      	
              (c)

            	
              7.01

            
	 
      	
              (d)

            	
              7.01

            
	 
      	
              (e)

            	
              6.11

            
	
              316

            	
              (a)

            	 
      
	 
      	
              (last
      sentence)

            	
              11.06

            
	 
      	
              (a)(1)(A)

            	
              6.05

            


    

    


    


    
      
        
           


        

        
          v

          
            

          

        

        
           


        

      

    

    


    


    
      	
              TIA

              Section

            	 
      	
              Indenture
      Section

            
	 
      	
              (a)(1)(B)

            	
              6.04

            
	 
      	
              (a)(2)

            	
              N.A.

            
	 
      	
              (b)

            	
              6.07

            
	
              317

            	
              (a)(1)

            	
              6.08

            
	 
      	
              (a)(2)

            	
              6.09

            
	 
      	
              (b)

            	
              2.05

            
	
              318

            	
              (a)

            	
              11.01

            


    

    


    N.A.
Means Not Applicable.

     

    Note:  This
Cross-Reference Table shall not, for any purposes, be deemed to be part of this
Indenture.

     

    


    


    
      
        
           


        

        
          vi

          
            

          

        

        
           


        

      

    

     

    


    INDENTURE
dated as of October 26, 2009, among RITE AID CORPORATION, a Delaware
corporation (the “Company”), each of
the SUBSIDIARY GUARANTORS named in Schedule A hereto and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the
“Trustee”).

     

    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Company’s 10.250% Senior Secured Notes due
2019, to be issued from time to time, in one or more series as provided in this
Indenture (the Initial
Securities”) and, if and when issued pursuant to a registered or private
exchange for the Initial Securities, the Company’s 10.250% Senior Secured Notes
due 2019 (the “Exchange Securities”
and, together with the Initial Securities, the “Securities”):

     

    ARTICLE
I

     

    Definitions and
Incorporation by Reference

     

    SECTION
1.01.  Definitions.

     

    “Additional Assets”
means:

     

    (a)
any Property (other than cash, cash equivalents and securities) to be owned by
the Company or any Restricted Subsidiary and used in a Related Business;
or

     

    (b)
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of
the acquisition of such Capital Stock by the Company or another Restricted
Subsidiary from any Person other than the Company or an Affiliate of the
Company; provided, however, that, in the
case of this clause (b), such Restricted Subsidiary is primarily engaged in a
Related Business.

     

     

    “Additional Senior
Debt” means any other Debt of the Company Guaranteed by the Subsidiary
Guarantors pursuant to the Senior Subsidiary Guarantee Agreement (and not
guaranteed by any other Subsidiary) with such Guarantees secured by the Senior
Collateral on a pari passu basis with the
Senior Loan Obligations (but without regard to control of remedies); provided, however, that such
Debt is permitted to be incurred, secured and guaranteed on such basis by this
Indenture and the Second Priority Collateral Documents.

     

    “Additional Senior Debt
Documents” means, with respect to any series, issue or class of
Additional Senior Debt, the promissory notes, indentures, Collateral Documents
or other operative agreements evidencing or governing such Debt, including the
Senior Collateral Documents, as the same may be amended, restated, supplemented
or otherwise modified from time to time.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    “Additional Senior Debt
Facility” means each indenture or other governing agreement with respect
to any Additional Senior Debt, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

     

    “Additional Senior Debt
Obligations” means, with respect to any series, issue or class of
Additional Senior Debt, (a) all principal of and interest (including,
without limitation, any interest which accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Company, whether or not allowed or allowable as a claim in
any such proceeding) payable with respect to such Additional Senior Debt,
(b) all other amounts payable by the Company to the related Additional
Senior Debt Parties under the related Additional Senior Debt Documents and
(c) any renewals, extensions or Refinancings of the foregoing.

     

    “Additional Senior Debt
Parties” means, with respect to any series, issue or class of Additional
Senior Debt, the holders of such indebtedness from time to time, any trustee or
agent therefor under any related Additional Senior Debt Documents and the
beneficiaries of each indemnification obligation undertaken by the Company or
any Obligor under any related Additional Senior Debt Documents, but shall not
include the Obligors or any controlled Affiliates thereof (unless such Obligor
or controlled Affiliate is a holder of such Debt, a trustee or agent therefor or
a beneficiary of such an indemnification obligation named as such in an
Additional Senior Debt Document).

     

    “Affiliate” of any
specified Person means:

     

    (a)
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person; or

     

    (b)
any other Person who is a director or executive officer of:

     

    (1)
such specified Person;

     

    (2)
any Subsidiary of such specified Person; or

     

    (3)
any Person described in clause (a) above.

     

    For
the purposes of this definition, “control” when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.

     

    For
purposes of this definition, The Jean Coutu Group (PJC), Inc. and its
Affiliates shall be “Affiliates” of the Company so long as The Jean Coutu Group
(PJC), Inc. beneficially owns more than 10% of the Voting Stock of the
Company.

     

    “Asset Sale” means any
sale, lease, transfer, issuance or other disposition (or series of related
sales, leases, transfers, issuances or dispositions) by the Company
or

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

     

    any
Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a “disposition”), of:

     

    (a)
any shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares); or

     

    (b)
any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted
Subsidiary,

     

    in
the case of either clause (a) or clause (b) above, whether in a single
transaction or a series of related transactions, (i) that have a Fair
Market Value in excess of $15.0 million or (ii) for aggregate consideration
in excess of $15.0 million, other than, in the case of clause (a) or (b)
above:

     

    (1)
any disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Wholly Owned Restricted Subsidiary;

     

    (2)
any disposition that constitutes a Permitted Investment or Restricted Payment
permitted by Section 4.04;

     

    (3)
any disposition effected in compliance with Section 5.01(a);

     

    (4)
a sale of accounts receivable and related assets of the type specified in the
definition of “Qualified Receivables Transaction” to a Receivables
Entity;

     

    (5)
a transfer of accounts receivable and related assets of the type specified in
the definition of “Qualified Receivables Transaction” (or a fractional undivided
interest therein) by a Receivables Entity in connection with a Qualified
Receivables Transaction; or

     

    (6)
a sale by the Company or a Restricted Subsidiary of Property by way of a Sale
and Leaseback Transaction but only if (A) such Property was owned by the
Company or a Restricted Subsidiary on or after the Issue Date, (B) the
requirements of clause (a) of Section 4.10 are satisfied with respect to
such Sale and Leaseback Transaction, (C) the requirements of clauses (a),
(b) and (c) of the first paragraph of Section 4.06 are satisfied
as though such Sale and Leaseback Transaction constituted an Asset Sale and
(D) the aggregate Fair Market Value of such Property, when added to the
Fair Market Value of all other sales of Property pursuant to this clause (6)
since the Issue Date, does not exceed $150.0 million.

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

     

    “Attributable Debt” in
respect of a Sale and Leaseback Transaction means, at any date of
determination:

     

    (a)
if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount
of Debt represented thereby according to the definition of “Capital Lease
Obligation”; and

     

    (b)
in all other instances, the greater of:

     

    (1)
the Fair Market Value of the Property subject to such Sale and Leaseback
Transaction; and

     

    (2)
the present value (discounted at the interest rate borne by the Securities,
compounded annually) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such Sale and Leaseback
Transaction (in each case including any period for which such lease has been
extended).

     

    “Average Life” means,
as of any date of determination, with respect to any Debt or Preferred Stock,
the quotient obtained by dividing:

     

    (a)
the sum of the product of the numbers of years (rounded to the nearest
one-twelfth of one year) from the date of determination to the dates of each
successive scheduled principal payment of such Debt or redemption or similar
payment with respect to such Preferred Stock multiplied by the amount of such
payment by

     

    (b)
the sum of all such payments.

     

    “Bankruptcy Code”
means Title 11 of the United States Code, as amended.

     

    “Bankruptcy Law” means
the Bankruptcy Code and any similar Federal or state law for the relief of
debtors.

     

    “Board of Directors”
means the board of directors of the Company or any duly authorized and
constituted committee thereof.

     

    “Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and
to be in full force and effect on the date of such certification, and delivered
to the Trustee.

     

    “Business Day” means
any day other than a Saturday, a Sunday or a day on which banking institutions
in The City of New York, New York are authorized or obligated by law,
regulation, executive order or governmental decree to close.

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

     

    “Capital Lease
Obligations” means any obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP; and the
amount of Debt represented by such obligation shall be the capitalized amount of
such obligations determined in accordance with GAAP; and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated
by the lessee without payment of a penalty. For purposes of Section 4.05, a
Capital Lease Obligation shall be deemed secured by a Lien on the Property being
leased.

     

    “Capital Stock” means,
with respect to any Person, any shares or other equivalents (however designated)
of any class of corporate stock or partnership interests or any other
participations, rights, warrants, options or other interests in the nature of an
equity interest in such Person, including Preferred Stock, but excluding any
debt security convertible or exchangeable into such equity
interest.

     

    “Capital Stock Sale
Proceeds” means the aggregate cash proceeds received by the Company from
the issuance or sale (other than to a Subsidiary of the Company or an employee
stock ownership plan or trust established by the Company or any such Subsidiary
for the benefit of their employees) by the Company of its Capital Stock (other
than Disqualified Stock) after the Issue Date, net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

     

    “Change of Control”
means the occurrence of any of the following events:

     

    (a)
if any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act or any successor provisions to either of the
foregoing), including any group acting for the purpose of acquiring, holding,
voting or disposing of securities within the meaning of Rule 13d-5(b)(1)
under the Exchange Act (other than one or more Permitted Holders), becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 40% or more of the total voting power of the Voting
Stock of the Company (for purposes of this clause (a), such person or group
shall be deemed to beneficially own any Voting Stock of a corporation held by
any other corporation (the “parent corporation”)
so long as such person or group beneficially owns, directly or indirectly, in
the aggregate a majority of the total voting power of the Voting Stock of such
parent corporation); or

     

    (b)
the sale, transfer, assignment, lease, conveyance or other disposition, directly
or indirectly, of all or substantially all the assets of the Company and the
Restricted Subsidiaries, considered as a whole (other than a disposition of such
assets as an entirety or virtually as an entirety to a Wholly Owned Restricted
Subsidiary) shall have occurred, or the Company merges, consolidates or
amalgamates with or into any other Person or any other Person merges,
consolidates or amalgamates with or into the Company, in any such event pursuant
to a transaction in which the outstanding Voting Stock of the
Company

     

    


    
      
        
           


        

        
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    is
reclassified into or exchanged for cash, securities or other Property, other
than any such transaction where:

     

    (1)
the outstanding Voting Stock of the Company is reclassified into or exchanged
for other Voting Stock of the Company or for Voting Stock of the surviving
corporation; and

     

    (2)
the holders of the Voting Stock of the Company immediately prior to such
transaction own, directly or indirectly, not less than a majority of the Voting
Stock of the Company or the surviving corporation immediately after such
transaction and in substantially the same proportion as before the transaction;
or

     

    (c)
during any period of two consecutive years commencing after the Issue Date,
individuals who at the beginning of such period constituted the Board of
Directors (together with any new directors whose election or appointment by such
Board of Directors or whose nomination for election by the shareholders of the
Company was approved by a vote of not less than three-fourths of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Directors then in
office; or

     

    (d)
the shareholders of the Company shall have approved any plan of liquidation or
dissolution of the Company.

     

    “Code” means the
Internal Revenue Code of 1986, as amended.

     

    “Collateral” means the Senior
Collateral and the Second Priority Collateral.

     

    “Collateral
Disposition” means (a) any sale, transfer or other disposition of
Collateral (including any property or assets that would constitute Collateral
but for the release of the Senior Lien and the Second Priority Lien with respect
thereto in connection with such sale, transfer or other disposition), or
(b) any casualty or other insured damage or Condemnation with respect to
Collateral.

     

    “Collateral Documents”
means (a) the Senior Collateral Documents and (b) the Second Priority
Collateral Documents.

     

    “Collateral Subsidiary
Guarantor” means any Subsidiary of the Company that is a party to the
Senior Subsidiary Guarantee Agreement or the Second Priority Subsidiary
Guarantee Agreement.

     

    “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or, if at any time after the execution of this Indenture
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such
time.

     

    


    
      
        
           


        

        
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    “Commodity Price Protection
Agreement” means, in respect of a Person, any forward contract, commodity
swap agreement, commodity option agreement or other similar agreement or
arrangement designed to protect such Person against fluctuations in commodity
prices.

     

    “Company” means the
Person named as the “Company” in the first paragraph of this Indenture until a
successor Person shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Company” shall mean such successor Person and,
for purposes of any provision contained herein and expressly required by the
TIA, each other obligor on the indenture securities.

     

    “Condemnation” means
any action or proceeding for the taking of any assets of the Company or its
Subsidiaries, or any part thereof or interest therein, for public or
quasi-public use under the power of eminent domain, by reason of any similar
public improvement or condemnation proceeding.

     

    “Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio
of:

     

    (a)
the aggregate amount of EBITDA for the most recent four consecutive fiscal
quarters for which internal financial statements are available prior to such
determination date to

     

    (b)
Consolidated Interest Expense for such four fiscal quarters;

     

    provided, however,
that:

     

    (1)
if

     

    (A) since
the beginning of such period the Company or any Restricted Subsidiary has
Incurred any Debt that remains outstanding or Repaid any Debt; or

     

    (B)
the transaction giving rise to the need to calculate the Consolidated Interest
Coverage Ratio is an Incurrence or Repayment of Debt,

     

    Consolidated
Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or
Repaid on the first day of such period; provided that, in the
event of any such Repayment of Debt, EBITDA for such period shall be calculated
as if the Company or such Restricted Subsidiary had not earned any interest
income actually earned during such period in respect of the funds used to Repay
such Debt, and

     

    


    
      
        
           


        

        
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    (2)
if

     

    (A)
since the beginning of such period the Company or any Restricted Subsidiary
shall have made any Asset Sale or an Investment (by merger or otherwise) in any
Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or
an acquisition of Property which constitutes all or substantially all of an
operating unit of a business;

     

    (B) the
transaction giving rise to the need to calculate the Consolidated Interest
Coverage Ratio is such an Asset Sale, Investment or acquisition; or

     

    (C) since
the beginning of such period any Person (that subsequently became a Restricted
Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of such period) shall have made such an Asset Sale,
Investment or acquisition, EBITDA for such period shall be calculated after
giving pro forma effect to such Asset Sale, Investment or acquisition as if such
Asset Sale, Investment or acquisition occurred on the first day of such
period.

     

    If
any Debt bears a floating rate of interest and is being given pro forma effect,
the interest expense payable with respect to such Debt shall be calculated as if
the base interest rate in effect for such floating rate of interest on the date
of determination had been the applicable base interest rate for the entire
period (taking into account any Interest Rate Agreement applicable to such Debt
if such Interest Rate Agreement has a remaining term in excess of 12 months). In
the event the Capital Stock of any Restricted Subsidiary is sold during the
period, the Company shall be deemed, for purposes of clause (1) above, to have
Repaid during such period the Debt of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for
such Debt after such sale.

     

    “Consolidated Interest
Expense” means, for any period, the total interest expense of the Company
and its consolidated Restricted Subsidiaries (excluding the non-cash interest
expense related to (x) litigation reserves, (y) closed store liability
reserves and (z) self-insurance reserves), plus, to the extent not included
in such total interest expense, and to the extent Incurred by the Company or its
Restricted Subsidiaries, and without duplication:

     

    (a)
interest expense attributable to Capital Lease Obligations;

     

    (b)
amortization of debt discount and debt issuance cost, including commitment
fees;

     

    (c)
capitalized interest;

     

    


    
      
        
           


        

        
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    (d)
non-cash interest expense other than expenses under clauses (x), (y) and
(z) above;

     

    (e)
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers acceptance financing;

     

    (f)
net costs associated with Hedging Obligations (including amortization of fees
but excluding costs associated with forward contracts for inventory in the
ordinary course of business);

     

    (g)
Disqualified Stock Dividends;

     

    (h)
Preferred Stock Dividends;

     

    (i)
interest Incurred in connection with Investments in discontinued
operations;

     

    (j)
interest accruing on any Debt of any other Person to the extent such Debt is
Guaranteed by the Company or any Restricted Subsidiary; and

     

    (k)
the cash contributions to any employee stock ownership plan or similar trust to
the extent such contributions are used by such plan or trust to pay interest or
fees to any Person (other than the Company) in connection with Debt Incurred by
such plan or trust;

     

    provided, however, that any
program fees or liquidity fees on unused amounts related to any Qualified
Receivables Transaction shall not be included in Consolidated Interest Expense
unless otherwise required by GAAP.

     

    “Consolidated Net
Income” means, for any period, the net income (loss) of the Company and
its consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

     

    (a)
any net income (loss) of any Person (other than the Company) if such Person is
not a Restricted Subsidiary, except that:

     

    (1)
subject to the exclusion contained in clause (d) below, the Company’s equity in
the net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash distributed by such
Person during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution to a Restricted Subsidiary, to the limitations contained in clause
(c) below); and

     

    (2)
the Company’s equity in a net loss of any such Person other than an Unrestricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income;

     

    


    
      
        
           


        

        
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    (b)
[Intentionally omitted];

     

    (c)
any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary
is subject to restrictions, directly or indirectly, on the payment of dividends
or the making of distributions, directly or indirectly, to the Company, except
that:

     

    (1)
subject to the exclusion contained in clause (d) below, the Company’s equity in
the net income of any such Restricted Subsidiary for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash
distributed by such Restricted Subsidiary during such period to the Company or
another Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution to another Restricted Subsidiary,
to the limitation contained in this clause); and

     

    (2)
the Company’s equity in a net loss of any such Restricted Subsidiary for such
period shall be included in determining such Consolidated Net
Income;

     

    (d)
any gain or loss realized upon the sale or other disposition of any Property of
the Company or any of its consolidated Subsidiaries (including pursuant to any
Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the
ordinary course of business;

     

    (e)
any extraordinary gain or loss;

     

    (f)
the cumulative effect of a change in accounting principles;

     

    (g)
any non-cash compensation expense realized for grants of performance shares,
stock options or other rights to officers, directors and employees of the
Company or any Restricted Subsidiary; provided that such
shares, options or other rights can be redeemed at the option of the holder only
for Capital Stock of the Company (other than Disqualified Stock);

     

    (h)
store closing costs;

     

    (i)
non-cash charges or credits that relate to use of the last-in-first-out method
of accounting for inventory; and

     

    (j)
loss on debt modifications.

     

    Notwithstanding
the foregoing, for purposes of Section 4.04 only, there shall be excluded
from Consolidated Net Income any dividends, repayments of loans or advances or
other transfers of assets from Unrestricted Subsidiaries to the Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted by Section 4.04
pursuant to clause (c)(4) thereof.

     

    


    
      
        
           


        

        
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    “Corporate Trust
Office” means the principal office of the Trustee at which at any time
its corporate trust business shall be administered, which office at the date
hereof is located at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois
60602, Attention: Corporate Trust Administration, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company).

     

    “corporation” means a
corporation, association, company, limited liability company, joint-stock
company, partnership or business trust.

     

    “Credit Facilities”
means, with respect to the Company or any Restricted Subsidiary, one or more
debt or commercial paper facilities with banks or other institutional lenders
(including the Senior Credit Facilities), providing for revolving credit loans,
term loans, receivables or inventory financing (including through the sale of
receivables or inventory to such lenders or to special purpose, bankruptcy
remote entities formed to borrow from such lenders against such receivables or
inventory), or trade letters of credit, in each case together with Refinancings
thereof on any basis so long as such Refinancing constitutes Debt.

     

    “Currency Exchange Protection
Agreement” means, in respect of a Person, any foreign exchange contract,
currency swap agreement, currency option or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency
exchange rates.

     

    “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

     

    “Debt” means, with
respect to any Person on any date of determination (without
duplication):

     

    (a)
the principal of and premium (if any) in respect of:

     

    (1)
debt of such Person for money borrowed; and

     

    (2)
debt evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable;

     

    (b)
all Capital Lease Obligations of such Person and all Attributable Debt in
respect of Sale and Leaseback Transactions entered into by such
Person;

     

    (c)
all obligations of such Person issued or assumed as the deferred purchase price
of Property, all conditional sale obligations of such Person and all obligations
of such Person under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business);

     

    (d)
all obligations of such Person for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction (other
than

     

    


    
      
        
           


        

        
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    obligations
with respect to letters of credit securing obligations (other than obligations
described in (a) through (c) above) entered into in the ordinary course of
business of such Person to the extent such letters of credit are not drawn upon
or, if and to the extent drawn upon, such drawing is reimbursed no later than
the third Business Day following receipt by such Person of a demand for
reimbursement following payment on the letter of credit);

     

    (e)
the amount of all obligations of such Person with respect to the Repayment of
any Disqualified Stock or, with respect to any Subsidiary of such Person, any
Preferred Stock (but excluding, in each case, any accrued
dividends);

     

    (f)
all obligations of the type referred to in clauses (a) through (e) of other
Persons and all dividends of other Persons for the payment of which, in either
case, such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee;

     

    (g)
all obligations of the type referred to in clauses (a) through (f) of other
Persons secured by any Lien on any Property of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such Property or the amount of the
obligation so secured; and

     

    (h)
to the extent not otherwise included in this definition, Hedging Obligations of
such Person.

     

    The
amount of Debt of any Person at any date shall be the outstanding balance at
such date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date. The amount of Debt represented by a
Hedging Obligation shall be equal to:

     

    (1)
zero if such Hedging Obligation has been Incurred pursuant to clause (g) or (h)
of the second paragraph of Section 4.03; or

     

    (2)
the notional amount of such Hedging Obligation if not Incurred pursuant to such
clauses.

     

    “Debt Issuances”
means, with respect to the Company or any Restricted Subsidiary, one or more
issuances of Debt evidenced by notes, debentures, bonds or other similar
securities or instruments.

     

    “Default” means any
event which is, or after notice or passage of time or both would be, an Event of
Default.

     

    “Depositary” means,
with respect to any Securities, a clearing agency that is registered as such
under the Exchange Act and is designated by the Company to act as Depositary for
such Securities (or any successor securities clearing agency so
registered).

     

    


    
      
        
           


        

        
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    “Disqualified Stock”
means, with respect to any Person, any Capital Stock that by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable, in either case at the option of the holder thereof) or
otherwise:

     

    (a)
matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise;

     

    (b)
is or may become redeemable or repurchaseable at the option of the holder
thereof, in whole or in part; or

     

    (c)
is convertible or exchangeable at the option of the holder thereof for Debt or
Disqualified Stock;

     

    on
or prior to, in the case of clause (a), (b) or (c), the first anniversary of the
Stated Maturity of the Securities.

     

    “Disqualified Stock
Dividends” means all dividends with respect to Disqualified Stock of the
Company held by Persons other than a Wholly Owned Restricted Subsidiary. The
amount of any such dividend shall be equal to the quotient of such dividend
divided by the difference between one and the maximum statutory federal income
tax rate (expressed as a decimal number between 1 and 0) then applicable to the
Company.

     

    “EBITDA” means, for
any period, an amount equal to, for the Company and its consolidated Restricted
Subsidiaries:

     

    (a)
sum of Consolidated Net Income for such period, plus the following to the extent
reducing Consolidated Net Income for such period:

     

    (1)
the provision for taxes based on income or profits or utilized in computing net
loss;

     

    (2)
Consolidated Interest Expense and non-cash interest expense related to
litigation reserves, closed store liability reserves and self-insurance
reserves, to the extent excluded from Consolidated Interest
Expense;

     

    (3)
depreciation;

     

    (4)
amortization of intangibles;

     

    (5)
non-cash impairment charges;

     

    (6)
any expenses or charges (other than depreciation or amortization expense)
related to any Equity Offering, Permitted Investment, acquisition, disposition,
recapitalization or the Incurrence of Debt permitted to be Incurred by the
Indenture (including a refinancing thereof) (whether or not successful),
including (i) such fees, expenses or charges

     

    


    
      
        
           


        

        
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    related
to the offering of Credit Facilities, Qualified Receivables Transactions or Debt
Issuances and other Debt and (ii) any amendment or other modification of
Credit Facilities, Qualified Receivables Transactions or Debt Issuances and, in
each case, deducted (and not added back) in computing Consolidated Net
Income;

     

    (7)
the amount of any restructuring charges, integration costs or other business
optimization expenses or reserves deducted (and not added back) in such period
in computing Consolidated Net Income, including any one-time costs (including
costs related to the closure and/or consolidation of stores) incurred in
connection with acquisitions on or after June 4, 2007;

     

    (8)
the amount of net cost savings projected by the Company in good faith to be
realized as a result of specified actions taken or initiated during or prior to
such period (calculated on a pro forma basis as though
such cost savings had been realized on the first day of such period), net of the
amount of actual benefits realized during such period from such actions; provided that
(x) such cost savings are reasonably identifiable and factually
supportable, (y) such actions are taken no later than 36 months after June
4, 2007 and (z) the aggregate amount of cost savings added pursuant to this
clause (8) shall not exceed $150.0 million for any four consecutive quarter
period (which adjustments may be incremental to pro forma cost savings
adjustments made pursuant to the definition of “Consolidated Interest Coverage
Ratio”); and

     

    (9)
any other non-cash items (other than any such non-cash item to the extent that
it represents an accrual of or reserve for cash expenditures in any future
period), minus

     

    (b)
all non-cash items increasing Consolidated Net Income for such period (other
than any such non-cash item to the extent that it will result in the receipt of
cash payments in any future period).

     

    Notwithstanding
the foregoing clause (a), the provision for taxes and the depreciation,
amortization and non-cash items of a Restricted Subsidiary shall be added to
Consolidated Net Income to compute EBITDA only to the extent (and in the same
proportion) that the net income of such Restricted Subsidiary was included in
calculating Consolidated Net Income and only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its shareholders.

     

    “8.125% Notes” means
the Company’s 8.125% Senior Secured Notes due 2010 issued under the Indenture
dated as of April 22, 2003, as supplemented, among the

     

    


    
      
        
           


        

        
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    Company,
the Subsidiary Guarantors and The Bank of New York Trust Company, N.A., as
successor trustee, and outstanding on the Issue Date.

     

    “Equipment Financing
Transaction” means any arrangement (together with any Refinancing
thereof) with any Person pursuant to which the Company or any Restricted
Subsidiary Incurs Debt secured by a Lien on equipment or equipment related
property of the Company or any Restricted Subsidiary.

     

    “Equity Offering”
means (a) an underwritten offering of common stock of the Company by the
Company pursuant to an effective registration statement under the Securities Act
or (b) so long as the Company’s common stock is, at the time, listed or
quoted on a national securities exchange (as such term is defined in the
Exchange Act), an offering of common stock by the Company in a transaction
exempt from or not subject to the registration requirements of the Securities
Act.

     

    “Event of Default” has
the meaning set forth under Section 6.01.

     

    “Exchange Act” means
the Securities Exchange Act of 1934.

     

    “Expansion Capital
Expenditure” means any capital expenditure incurred by the Company or any
Restricted Subsidiary in developing, relocating, integrating, remodeling and
refurbishing a warehouse, distribution center, store or other facility (other
than ordinary course maintenance) for carrying on the business of the Company
and its Restricted Subsidiaries that the Board of Directors determines in good
faith will enhance the income generating ability of the warehouse, distribution
center, store or other facility.

     

    “Fair Market Value”
means, with respect to any Property, the price that could be negotiated in an
arm’s-length free market transaction, for cash, between a willing seller and a
willing buyer, neither of whom is under undue pressure or compulsion to complete
the transaction. Pressure or compulsion shall not include sales of Property
conducted in compliance with the requirements of a regulatory authority in
connection with an acquisition or merger permitted by the Indenture. Fair Market
Value shall be determined, except as otherwise provided:

     

    (a)
if such Property has a Fair Market Value equal to or less than $25.0 million, by
any Officer of the Company; or

     

    (b)
if such Property has a Fair Market Value in excess of $25.0 million, by a
majority of the Board of Directors and evidenced by a Board Resolution, dated
within 30 days of the relevant transaction, delivered to the
Trustee.

     

    “Foreign Subsidiary”
means any Subsidiary of the Company which (a) is organized under the laws
of any jurisdiction outside of the United States, (b) is organized under
the laws of Puerto Rico or the U.S. Virgin Islands, (c) has substantially
all its operations outside of the United States, (d) has substantially all
its operations in Puerto Rico or the U.S. Virgin Islands, or (e) does not
own any material assets other than Capital Stock of one or more Subsidiaries of
the type described in (a) through (d) above.

     

    


    
      
        
           


        

        
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    “GAAP” means United
States generally accepted accounting principles as in effect on the Issue Date,
including those set forth:

     

    (a)
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants;

     

    (b)
in the statements and pronouncements of the Financial Accounting Standards
Board;

     

    (c)
in such other statements by such other entity as approved by a significant
segment of the accounting profession; and

     

    (d)
the rules and regulations of the Commission governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the Commission.

     

    “Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Debt of any other Person and any obligation, direct or
indirect, contingent or otherwise, of such Person:

     

    (a)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise); or

     

    (b)
entered into for the purpose of assuring in any other manner the obligee against
loss in respect thereof (in whole or in part);

     

    provided, however, that the
term “Guarantee” shall not include:

     

    (1)
endorsements for collection or deposit in the ordinary course of business;
or

     

    (2)
a contractual commitment by one Person to invest in another Person for so long
as such Investment is reasonably expected to constitute a Permitted Investment
under clause (b) of the definition of “Permitted Investment.”

     

    The
term “Guarantee” used as a
verb has a corresponding meaning. The term “Guarantor” shall mean
any Person Guaranteeing any obligation.

     

    “Hedging Obligation”
of any Person means any obligation of such Person pursuant to any Interest Rate
Agreement, Currency Exchange Protection Agreement, Commodity Price Protection
Agreement or any other similar agreement or arrangement.

     

    


    
      
        
           


        

        
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    “Holder” means a
Person in whose name a Security is registered in the Security
Register.

     

    “Incur” means, with
respect to any Debt or other obligation of any Person, to create, issue, incur
(by merger, conversion, exchange or otherwise), extend, assume, Guarantee or
become liable in respect of such Debt or other obligation or the recording, as
required pursuant to GAAP or otherwise, of any such Debt or obligation on the
balance sheet of such Person (and “Incurrence” and
“Incurred”
shall have meanings correlative to the foregoing); provided, however, that a
change in GAAP that results in an obligation of such Person that exists at such
time, and is not theretofore classified as Debt, becoming Debt shall not be
deemed an Incurrence of such Debt; provided further,
however, that
any Debt or other obligations of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary; and provided further,
however, that
solely for purposes of determining compliance with Section 4.03,
amortization of debt discount shall not be deemed to be the Incurrence of Debt;
provided that
in the case of Debt sold at a discount, the amount of such Debt Incurred shall
at all times be the aggregate principal amount at Stated Maturity.

     

    “Indenture” means this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof including, for all purposes of this
instrument and any such supplemental indenture, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this instrument and any
such supplemental indenture, respectively.

     

    “Independent Financial
Advisor” means an investment banking firm of national standing or any
third party appraiser of national standing; provided that such
firm or appraiser is not an Affiliate of the Company.

     

    “Intercreditor
Agreement” means the Amended and Restated Collateral Trust and
Intercreditor Agreement, dated as of June 27, 2001, as amended and restated
as of May 28, 2003, as amended as of September 22, 2004, as amended as
of September 30, 2005, as amended as of November 8, 2006, as amended
and restated as of June 4, 2007, as amended and restated as of June 5,
2009, among the Company, the Subsidiary Guarantors, the Second Priority
Collateral Trustee, the Senior Collateral Agent and each Senior Representative
or Second Priority Representative which may become a party thereto from time to
time as the same may be amended, restated, supplemented or otherwise modified
from time to time.

     

    “Interest Rate
Agreement” means, for any Person, any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement designed to protect against fluctuations in interest
rates.

     

    “Investment” by any
Person means any direct or indirect loan (other than advances to customers in
the ordinary course of business that are recorded as accounts receivable on the
balance sheet of such Person), advance or other extension of credit
or

     

    


    
      
        
           


        

        
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    capital
contribution (by means of transfers of cash or other Property to others or
payments for Property or services for the account or use of others, or
otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidence of Debt issued by, any other Person. For purposes of Sections 4.04
and 4.11, and the definition of “Restricted Payment”, “Investment” shall include
the portion (proportionate to the Company’s equity interest in such Subsidiary)
of the Fair Market Value of the net assets of any Subsidiary of the Company at
the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary of an amount (if positive) equal to:

     

    (a)
the Company’s “Investment” in such Subsidiary at the time of such redesignation;
less

     

    (b)
the portion (proportionate to the Company’s equity interest in such Subsidiary)
of the Fair Market Value of the net assets of such Subsidiary at the time of
such redesignation.

     

    In
determining the amount of any Investment made by transfer of any Property other
than cash, such Property shall be valued at its Fair Market Value at the time of
such Investment.

     

    “Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s and BBB- (or the equivalent) by S&P, without regard to
outlook.

     

    “Issue Date” means the
date on which the Original Securities are initially issued.

     

    “Lien” means, with
respect to any Property of any Person, any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, lien, charge,
easement (other than any easement not materially impairing usefulness or
marketability), encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever on or with respect to
such Property (including any Capital Lease Obligation, conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing or any Sale and Leaseback Transaction).

     

    “Moody’s” means
Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.

     

    “Net Available Cash”
from any Asset Sale means cash payments received therefrom (including any cash
payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received, but
excluding any other consideration received in the form of assumption by
the

     

    


    
      
        
           


        

        
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    acquiring
Person of Debt or other obligations relating to the Property that is the subject
of such Asset Sale or received in any other non-cash form), in each case net
of:

     

    (a)
all legal, title and recording tax expenses, commissions and other fees and
expenses incurred, and all Federal, state, provincial, foreign and local taxes
required to be accrued as a liability under GAAP, as a consequence of such Asset
Sale;

     

    (b)
all payments made on any Debt that is secured by any Property subject to such
Asset Sale, in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such Property, or Debt which must by its
terms, or in order to obtain a necessary consent to such Asset Sale, or by
applicable law, be repaid out of the proceeds from such Asset Sale (including
any payment required to be made on the revolving credit facility under the
Senior Credit Facility);

     

    (c)
all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Sale;
and

     

    (d)
the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the Property
disposed in such Asset Sale and retained by the Company or any Restricted
Subsidiary after such Asset Sale.

     

    “9.750% Notes due
2016” means the Company’s 9.750% Senior Secured Notes due 2016 issued
under the indenture dated as of June 12, 2009, among the Company, the
Subsidiary Guarantors, The Bank of New York Mellon Trust Company, N.A., as
trustee, and outstanding on the Issue Date.

     

    “Obligors” means the
Company, the Subsidiary Guarantors and any other Person who is liable for any of
the Secured Obligations.

     

    “Offering Memorandum”
means the final offering memorandum dated October 19, 2009 relating to the
offering and sale of the Securities.

     

    “Officer” means the
Chief Executive Officer, the President, the Chief Financial Officer, the Chief
Accounting Officer, Treasurer, the Vice President of Financial Accounting or any
Executive Vice President of the Company.

     

    “Officers’
Certificate” means a certificate signed by two Officers of the Company,
at least one of whom shall be the principal executive officer or principal
financial officer of the Company, and delivered to the Trustee.

     

    “Opinion of Counsel”
means a written opinion from legal counsel. The counsel may be an employee of or
counsel to the Company.

     

    “Original Securities”
has the meaning specified in Section 2.01.

     

    


    
      
        
           


        

        
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    “Permitted Holder”
means (a) Leonard Green & Partners, L.P., or any of its Affiliates
and (b), The Jean Coutu Group (PJC) Inc. or any of its Affiliates.

     

    “Permitted Investment”
means any Investment by the Company or a Restricted Subsidiary in:

     

    (a)
(1) the Company, (2) any Restricted Subsidiary or (3) any Person
that will, upon the making of such Investment, become a Restricted
Subsidiary;

     

    (b)
any Person if as a result of such Investment such Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
Property to, the Company or a Restricted Subsidiary;

     

    (c)
cash and Temporary Cash Investments;

     

    (d)
receivables owing to the Company or a Restricted Subsidiary, if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided, however, that such
trade terms may include such concessionary trade terms as the Company or such
Restricted Subsidiary deems reasonable under the circumstances;

     

    (e)
payroll, travel and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business;

     

    (f)
loans and advances to employees made in the ordinary course of business in
accordance with applicable law consistent with past practices of the Company or
such Restricted Subsidiary, as the case may be; provided that such
loans and advances do not exceed $25.0 million at any one time
outstanding;

     

    (g)
stock, obligations or other securities received in settlement of debts created
in the ordinary course of business and owing to the Company or a Restricted
Subsidiary or in satisfaction of judgments;

     

    (h)
any Person to the extent such Investment represents the non-cash portion of the
consideration received in connection with an Asset Sale consummated in
compliance with Section 4.06;

     

    (i)
Hedging Obligations permitted under clause (g), (h) or (i) of the second
paragraph of Section 4.03;

     

    (j)
any Person if the Investments are outstanding on the Issue Date and not
otherwise described in clauses (a) through (i) above;

     

    (k)
Investments in Unrestricted Subsidiaries or joint venture entities (including
purchasing cooperatives) that do not exceed $15.0 million outstanding at any one
time in the aggregate;

     

    


    
      
        
           


        

        
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    (l)
other Investments that do not exceed $10.0 million outstanding at any one time
in the aggregate;

     

    (m)
Investments in any entity, formed by the Company or a Restricted Subsidiary,
organized under Section 501(c)(3) of the Code, that do not exceed an
aggregate amount of $10.0 million in any fiscal year; and

     

    (n)
any assets, Capital Stock or other securities to the extent acquired in exchange
for shares of Capital Stock of the Company (other than Disqualified
Stock).

     

    “Permitted Liens”
means:

     

    (a)
Liens to secure Debt permitted to be Incurred under clause (a), (b), (d), (l) or
(s) (with respect to clause (d)) of the second paragraph of
Section 4.03; provided, however,
that:

     

    (1)
if such Debt is Incurred pursuant to such clause (b) (other than pursuant to a
Sale and Leaseback Transaction, a Capital Lease Obligation or by a Receivables
Entity in a Qualified Receivables Transaction) or clause (l), a second priority
Lien (subject to Permitted Liens) upon the Property (if such Property does not
otherwise constitute Second Priority Collateral at such time) subject to such
Lien is concurrently granted as security for the Securities such that such
Property also constitutes Second Priority Collateral subject to the Second
Priority Collateral Documents, except to the extent such Property constitutes
cash or cash equivalents securing only letter of credit obligations under Credit
Facilities following a default under such Credit Facilities; and

     

    (2)
if such Debt is Incurred pursuant to such clause (d) or (s) (with respect to
clause (d)), a second priority Lien (subject to Permitted Liens) upon the
Property subject to such Lien is concurrently granted as security for the
Securities such that such Property constitutes Second Priority Collateral
subject to the Second Priority Lien and the Securities are secured by such Lien
equally and ratably (or prior to) such Debt pursuant to the Second Priority
Collateral Documents;

     

    (b)
Liens to secure Debt permitted to be Incurred under clause (e), (q) or (r) of
the second paragraph of Section 4.03; provided that any
such Lien may not extend to any Property of the Company or any Restricted
Subsidiary, other than the Property acquired, developed, constructed or leased
with the proceeds of such Debt and any improvements or additions to such
Property;

     

    (c)
Liens for taxes, assessments or governmental charges or levies on the Property
of the Company or any Restricted Subsidiary if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are being contested in
good faith and by appropriate proceedings promptly instituted and

     

    


    
      
        
           


        

        
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    diligently
concluded; provided that any
reserve or other appropriate provision that shall be required in conformity with
GAAP shall have been made therefor;

     

    (d)
Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and
other similar Liens, on the Property of the Company or any Restricted Subsidiary
arising in the ordinary course of business and securing payment of obligations
that are not more than 60 days past due or are being contested in good faith and
by appropriate proceedings;

     

    (e)
Liens on the Property of the Company or any Restricted Subsidiary Incurred in
the ordinary course of business to secure performance of obligations with
respect to statutory or regulatory requirements, performance or return-of-money
bonds, surety bonds or other obligations of a like nature and Incurred in a
manner consistent with industry practice, in each case which are not Incurred in
connection with the borrowing of money, the obtaining of advances or credit or
the payment of the deferred purchase price of Property and which do not in the
aggregate impair in any material respect the use of Property in the operation of
the business of the Company and the Restricted Subsidiaries taken as a
whole;

     

    (f)
Liens on Property at the time the Company or any Restricted Subsidiary acquired
such Property, including any acquisition by means of a merger or consolidation
with or into the Company or any Restricted Subsidiary; provided, however, that any
such Lien may not extend to any other Property of the Company or any Restricted
Subsidiary; provided further, however, that such
Liens shall not have been Incurred in anticipation of or in connection with the
transaction or series of transactions pursuant to which such Property was
acquired by the Company or any Restricted Subsidiary;

     

    (g)
Liens on the Property of a Person at the time such Person becomes a Restricted
Subsidiary; provided, however, that any
such Lien may not extend to any other Property of the Company or any other
Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further,
however, that
any such Lien was not Incurred in anticipation of or in connection with the
transaction or series of transactions pursuant to which such Person became a
Restricted Subsidiary;

     

    (h)
pledges or deposits by the Company or any Restricted Subsidiary under workmen’s
compensation laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the
payment of Debt) or leases to which the Company or any Restricted Subsidiary is
party, or deposits to secure public or statutory obligations of the Company or
any Restricted Subsidiary, or deposits for the payment of rent, in each case
Incurred in the ordinary course of business;

     

    (i)
utility easements, building restrictions and such other encumbrances or charges
against real Property as are of a nature generally existing with respect to
properties of a similar character;

     

    


    
      
        
           


        

        
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    (j)
Liens arising out of judgments or awards against the Company or a Restricted
Subsidiary with respect to which the Company or the Restricted Subsidiary shall
then be proceeding with an appeal or other proceeding for review and which do
not give rise to an Event of Default;

     

    (k)
leases or subleases of real property granted by the Company or a Restricted
Subsidiary to any other Person in the ordinary course of business and not
materially impairing the use of the real property in the operation of the
business of the Company or the Restricted Subsidiary;

     

    (l)
licenses of intellectual property in the ordinary course of
business;

     

    (m)
Liens existing on the Issue Date not otherwise described in clauses (a)
through (l) above;

     

    (n)
Liens on the Property of the Company or any Restricted Subsidiary to secure any
Refinancing, in whole or in part, of any Debt secured by Liens referred to in
clause (a) (but only to the extent it relates to clause (a) or (d) referred to
therein), (b) (other than Liens securing Debt Incurred pursuant to
clause (r) referred to therein), (f), (g), or (m) above; provided, however, that (1) in
the case of clause (a) or (b) above, the proviso to such clause remains
satisfied and (2) any such Lien shall be limited to all or part of the same
Property that secured the original Lien (together with improvements and
accessions to such Property) and the aggregate principal amount of Debt that is
secured by such Lien shall not be increased to an amount greater than the sum
of:

     

    (A) the
outstanding principal amount, or, if greater, the committed amount, of the Debt
secured by Liens described under clause (b) (except as referred to above),
(f), (g), or (m) above, as the case may be, at the time the original Lien
became a Permitted Lien under this Indenture; and

     

    (B) an
amount necessary to pay any fees and expenses, including premiums and defeasance
costs, incurred by the Company or such Restricted Subsidiary in connection with
such Refinancing; and

     

    (o)
Liens not otherwise permitted by clauses (a) through (n) above encumbering
assets that have an aggregate Fair Market Value not in excess of
$5.0 million.

     

    “Permitted Refinancing
Debt” means any Debt that Refinances any other Debt, including any
successive Refinancings, so long as:

     

    (a)
such Debt is in an aggregate principal amount (or if Incurred with original
issue discount, an aggregate issue price) not in excess of the sum
of:

     

    


    
      
        
           


        

        
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    (1)
the aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding of the Debt being Refinanced;
and

     

    (2)
an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, related to such Refinancing;

     

    (b)
the Average Life of such Debt is equal to or greater than the Average Life of
the Debt being Refinanced;

     

    (c)
the Stated Maturity of such Debt is no earlier than the Stated Maturity of the
Debt being Refinanced; and

     

    (d)
the new Debt shall not be senior in right of payment to the Debt that is being
Refinanced;

     

    provided, however, that
Permitted Refinancing Debt shall not include:  (x) Debt of a
Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the
Company or a Subsidiary Guarantor, or (y) Debt of the Company or a
Restricted Subsidiary that Refinances Debt of an Unrestricted
Subsidiary.

     

    “Person” means any
individual, corporation, company (including any limited liability company),
association, partnership, joint venture, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other
entity.

     

    “Preferred Stock”
means any Capital Stock of a Person, however designated, which entitles the
holder thereof to a preference with respect to the payment of dividends, or as
to the distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of any other class of Capital Stock
issued by such Person.

     

    “Preferred Stock
Dividends” means all dividends with respect to Preferred Stock of
Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned
Restricted Subsidiary. The amount of any such dividend shall be equal to the
quotient of such dividend divided by the difference between one and the maximum
statutory federal income rate (expressed as a decimal number between 1 and 0)
then applicable to the issuer of such Preferred Stock.

     

    “pro forma” means,
unless the context otherwise requires, with respect to any calculation made or
required to be made pursuant to the terms hereof, a calculation performed in
accordance with Article 11 of Regulation S-X promulgated under the
Securities Act, as interpreted in good faith by the Board of Directors after
consultation with the independent certified public accountants of the Company,
or otherwise a calculation made in good faith by the Board of Directors after
consultation with the independent certified public accountants of the Company,
as the case may be.

     

    


    
      
        
           


        

        
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    “Property” means, with
respect to any Person, any interest of such Person in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible, including
Capital Stock in, and other securities of, any other Person. For purposes of any
calculation required pursuant to this Indenture, the value of any Property shall
be its Fair Market Value.

     

    “Public Debt” means
obligations of the Company or of a Subsidiary Guarantor evidenced by bonds,
debentures, notes and similar instruments issued in a manner and pursuant to
documentation customary in the market for obligations publicly traded or traded
in the high yield bond or other private placement or similar market primarily
among financial institutions (other than any such obligations that are traded
primarily among commercial banks).

     

    “Purchase Money Debt”
means Debt Incurred to finance the acquisition, development, construction or
lease by the Company or a Restricted Subsidiary of Property, including additions
and improvements thereto, where the maturity of such Debt does not exceed the
anticipated useful life of the Property being financed; provided, however, that such
Debt is Incurred within 24 months after the completion of the acquisition,
development, construction or lease of such Property by the Company or such
Restricted Subsidiary.

     

    “Qualified
Consideration” means, with respect to any Asset Sale (or any other
transaction or series of related transactions required to comply with clause (b)
of the first paragraph of Section 4.06), any one or more of (a) cash
or cash equivalents, (b) notes or obligations that are converted into cash
(to the extent of the cash received) within 180 days of such Asset Sale,
(c) equity securities listed on a national securities exchange (as such
term is defined in the Exchange Act) and converted into cash (to the extent of
the cash received) within 180 days of such Asset Sale, (d) the assumption
or discharge by the purchaser of liabilities of the Company or any Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the
Securities) as a result of which the Company and the Restricted Subsidiaries are
no longer obligated with respect to such liabilities, (e) Additional Assets
or (f) other Property; provided that the
aggregate Fair Market Value of all Property received since the Issue Date by the
Company and its Restricted Subsidiaries pursuant to Asset Sales (or such other
transactions) that is used to determine Qualified Consideration pursuant to this
clause (f) does not exceed the greater of $100.0 million and 5% of Total
Assets.

     

    “Qualified Receivables
Transaction” means any transaction or series of transactions that may be
entered into by the Company or any of its Subsidiaries pursuant to which the
Company or any of its Subsidiaries may sell, convey or otherwise transfer
to:

     

    (a)
a Receivables Entity (in the case of a transfer by the Company or any of its
Subsidiaries); and

     

    (b)
any other Person (in the case of a transfer by a Receivables
Entity),

     

    


    
      
        
           


        

        
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    or
may grant a security interest in, any accounts receivable (whether now existing
or arising in the future) of the Company or any of its Subsidiaries, and any
assets related thereto including, without limitation, all collateral securing
those accounts receivable, all contracts and all Guarantees or other obligations
in respect of those accounts receivable, proceeds of those accounts receivable
and other assets which are customarily transferred or in respect of which
security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable; provided
that:

     

    (1)
if the transaction involves a transfer of accounts receivable with Fair Market
Value equal to or greater than $25.0 million, the Board of Directors shall have
determined in good faith that the Qualified Receivables Transaction is
economically fair and reasonable to the Company and the Receivables
Entity;

     

    (2)
all sales of accounts receivable and related assets to or by the Receivables
Entity are made at Fair Market Value; and

     

    (3)
the financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the Board of
Directors).

     

    “Rating Agencies”
means Moody’s and S&P.

     

    “Real Estate Financing
Transaction” means any arrangement with any Person pursuant to which the
Company or any Restricted Subsidiary Incurs Debt secured by a Lien on real
property of the Company or any Restricted Subsidiary and related personal
property together with any Refinancings thereof.

     

    “Receivables Entity”
means a Wholly Owned Subsidiary of the Company (or another Person formed for the
purposes of engaging in a Qualified Receivables Transaction with the Company in
which the Company or any Subsidiary of the Company makes an Investment and to
which the Company or any Subsidiary of the Company transfers accounts receivable
and related assets) which engages in no activities other than in connection with
the financing of accounts receivable of the Company and its Subsidiaries, all
proceeds thereof and all rights (contractual or other), collateral and other
assets relating thereto, and any business or activities incidental or related to
that business, and (with respect to any Receivables Entity formed after the
Issue Date) which is designated by the Board of Directors (as provided below) as
a Receivables Entity and:

     

    (a)
no portion of the Debt or any other obligations (contingent or otherwise) of
which:

     

    (1)
is Guaranteed by the Company or any Subsidiary of the Company (excluding
Guarantees of obligations (other than the principal of, and interest on, Debt)
pursuant to Standard Securitization Undertakings);

     

    


    
      
        
           


        

        
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    (2)
is recourse to or obligates the Company or any Subsidiary of the Company in any
way other than pursuant to Standard Securitization Undertakings; or

     

    (3)
subjects any property or asset of the Company or any Subsidiary of the Company,
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings;

     

    (b)
with which neither the Company nor any Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms
which the Company reasonably believes to be no less favorable to the Company or
the Subsidiary than those that might be obtained at the time from Persons that
are not Affiliates of the Company; and

     

    (c)
to which neither the Company nor any Subsidiary of the Company has any
obligation to maintain or preserve the entity’s financial condition or cause the
entity to achieve certain levels of operating results other than pursuant to
Standard Securitization Undertakings.

     

    Any
designation of this kind by the Board of Directors shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to the designation and an Officers’ Certificate certifying that
the designation complied with the foregoing conditions.  For the
avoidance of doubt, Rite Aid Funding I and Rite Aid Funding II are
designated Receivables Entities without any further action on the part of the
Company.

     

    “Refinance” means, in
respect of any Debt, to refinance, extend, renew, refund, repay, prepay,
repurchase, redeem, defease or retire, or to issue other Debt, in exchange or
replacement for, such Debt. “Refinanced” and
“Refinancing”
shall have correlative meanings.

     

    “Related Business”
means any business that is related, ancillary or complementary to the businesses
of the Company and the Restricted Subsidiaries on the Issue Date.

     

    “Repay” means, in
respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or
otherwise retire such Debt. “Repayment” and “Repaid” shall have
correlative meanings. For purposes of Section 4.06 and the definition of
“Consolidated Interest Coverage Ratio,” Debt shall be considered to have been
Repaid only to the extent the related loan commitment, if any, shall have been
permanently reduced in connection therewith.

     

    “Representatives”
means each of the Senior Representatives and the Second Priority
Representatives.

     

    


    
      
        
           


        

        
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    “Restricted Payment”
means:

     

    (a)
any dividend or distribution (whether made in cash, securities or other
Property) declared or paid on or with respect to any shares of Capital Stock of
the Company or any Restricted Subsidiary (including any payment in connection
with any merger or consolidation with or into the Company or any Restricted
Subsidiary), except for any dividend or distribution that is made solely to the
Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a
Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted
Subsidiary on a pro rata basis or on a basis that results in the receipt by the
Company or a Restricted Subsidiary of dividends or distributions of greater
value than it would receive on a pro rata basis) or any dividend or distribution
payable solely in shares of Capital Stock (other than Disqualified Stock) of the
Company;

     

    (b)
the purchase, repurchase, redemption, acquisition or retirement for value of any
Capital Stock of the Company or any Restricted Subsidiary (other than from the
Company or a Restricted Subsidiary);

     

    (c)
the purchase, repurchase, redemption, acquisition or retirement for value, prior
to the date for any scheduled maturity, sinking fund or amortization or other
installment payment, of any Subordinated Obligation (other than the purchase,
repurchase or other acquisition of any Subordinated Obligation purchased in
anticipation of satisfying a scheduled maturity, sinking fund or amortization or
other installment obligation, in each case due within one year of the date of
acquisition);

     

    (d)
any Investment (other than Permitted Investments) in any Person; or

     

    (e)
the issuance, sale or other disposition of Capital Stock of any Restricted
Subsidiary to a Person other than the Company or another Restricted Subsidiary
if the result thereof is that such Restricted Subsidiary shall cease to be a
Restricted Subsidiary, in which event the amount of such “Restricted Payment”
shall be the Fair Market Value of the remaining interest, if any, in such former
Restricted Subsidiary held by the Company and the other Restricted
Subsidiaries.

     

    Notwithstanding
the foregoing, no payment or other transaction permitted by clause (c) or
(f) of the second paragraph of Section 4.08 will be considered a Restricted
Payment.

     

    “Restricted
Subsidiary” means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

     

    “S&P” means
Standard & Poor’s Ratings Service or any successor to the rating agency
business thereof.

     

    “Sale and Leaseback
Transaction” means any direct or indirect arrangement relating to
Property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such Property to another Person and the Company or a
Restricted Subsidiary leases it from such Person.

     

    


    
      
        
           


        

        
          28

          
            

          

        

        
           


        

      

    

     

     

    “Second Priority
Collateral” means all the “Second Priority Collateral” as defined in any
Second Priority Collateral Document.

     

    “Second Priority Collateral
Documents” means the Second Priority Subsidiary Security Agreement, the
Second Priority Subsidiary Guarantee Agreement, the Second Priority Indemnity,
Subrogation and Contribution Agreement, the Intercreditor Agreement and each of
the security agreements and other instruments and documents executed and
delivered by any Subsidiary Guarantor pursuant to any of the foregoing for
purposes of providing collateral security or credit support for any Second
Priority Debt Obligation or obligation under the Second Priority Subsidiary
Guarantee Agreement (including, in each case, any schedules, exhibits or annexes
thereto), in each case as the same may be amended, restated, supplemented or
otherwise modified from time to time.

     

    “Second Priority Collateral
Trustee” means Wilmington Trust Company, in its capacity as collateral
trustee under the Intercreditor Agreement and the Second Priority Collateral
Documents, and its successors.

     

    “Second Priority Debt”
means the Securities, the 10.375% Notes due 2016, the 7.5% Notes due 2017 and
any other Debt of the Company Guaranteed by the Subsidiary Guarantors pursuant
to the Second Priority Subsidiary Guarantee Agreement with such Guarantee
secured on a pari passu basis by the
Second Priority Collateral (but without regard to control of remedies); provided, however, that such
Debt is permitted to be incurred, secured and guaranteed on such basis by each
Senior Debt Document and each Second Priority Debt Document.

     

    “Second Priority Debt
Documents” means (a) with respect to the Securities, this Indenture,
the Securities and the applicable Second Priority Collateral Documents, and
(b) with respect to any other series, issue or class of Second Priority
Debt, the promissory notes, indentures, Collateral Documents or other operative
agreements evidencing or governing such Debt, in each case as the same may be
amended, restated, supplemented or otherwise modified from time to
time.

     

    “Second Priority Debt
Facility” means the indenture or other governing agreement with respect
to any Second Priority Debt.

     

    “Second Priority Debt
Obligations” means, with respect to any series, issue or class of Second
Priority Debt, (a) all principal of and interest (including, without
limitation, any interest which accrues after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Company, whether or not allowed or allowable as a claim in
any such proceeding) payable with respect to such Second Priority Debt,
(b) all other amounts payable to the related Second Priority Debt Parties
under the related Second Priority Debt Documents and (c) any renewals,
extensions or Refinancings of the foregoing.

     

    “Second Priority Debt
Parties” means, with respect to any series, issue or class of Second
Priority Debt, the holders of such indebtedness from time to time,
any

     

    


    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

     

     

    trustee
or agent therefor under any related Second Priority Debt Documents and the
beneficiaries of each indemnification obligation undertaken by the Company or
any Obligor under any related Second Priority Debt Documents, but shall not
include the Obligors or any controlled Affiliates thereof (unless any such
Obligor or controlled Affiliate is a holder of such Second Priority Debt, a
trustee or agent therefor or beneficiary of such an indemnification obligation
named as such in a Second Priority Debt Document).

     

    “Second Priority Indemnity,
Subrogation and Contribution Agreement” means the Second Priority
Indemnity, Subrogation and Contribution Agreement, dated as of June 27,
2001, as amended and restated as of May 28, 2003, among the Company, the
Subsidiary Guarantors and the Second Priority Collateral Trustee, as the same
may be amended, restated, supplemented or otherwise modified from time to
time.

     

    “Second Priority Instructing
Group” means Second Priority Representatives with respect to Second
Priority Debt Facilities under which at least a majority of the then aggregate
amount of Second Priority Debt Obligations are outstanding.

     

    “Second Priority Lien”
means the liens on the Second Priority Collateral in favor of the Second
Priority Debt Parties under the Second Priority Collateral
Documents.

     

    “Second Priority
Representative” means, in respect of a Second Priority Debt Facility, the
Trustee and the trustee, administrative agent, security agent or similar agent
under each other Second Priority Debt Facility, as the case may be, and each of
their successors in such capacities.

     

    “Second Priority Subsidiary
Guarantee Agreement” means the Second Priority Subsidiary Guarantee
Agreement, dated as of June 27, 2001, as amended and restated as of
May 28, 2003, made by the Subsidiary Guarantors (including any additional
Subsidiary Guarantor becoming party thereto after May 28, 2003) in favor of
the Second Priority Collateral Trustee for the benefit of the Second Priority
Debt Parties, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

     

    “Second Priority Subsidiary
Security Agreement” means the Second Priority Subsidiary Security
Agreement, dated as of June 27, 2001, as amended and restated as of
May 28, 2003, made by the Subsidiary Guarantors (including any additional
Subsidiary Guarantor becoming party thereto after May 28, 2003) in favor of
the Second Priority Collateral Trustee for the benefit of the Second Priority
Debt Parties, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

     

    “Secured Debt” means
indebtedness for money borrowed which is secured by a mortgage, pledge, lien,
security interest or encumbrance on property of the Company or any Restricted
Subsidiary, but shall not include guarantees arising in connection
with

     

    


    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

     

     

    the
sale, discount, guarantee or pledge of notes, chattel mortgages, leases,
accounts receivable, trade acceptances and other paper arising, in the ordinary
course of business, out of installment or conditional sales to or by, or
transactions involving title retention with, distributors, dealers or other
customers, of merchandise, equipment or services.

     

    “Secured Obligations”
means the Senior Obligations and the Second Priority Debt
Obligations.

     

    “Securities” means the
Securities, as designated in the first paragraph of this Indenture.

     

    “Securities Act” means
the Securities Act of 1933, as it may be amended and any successor act
thereto.

     

    “Senior Collateral”
means all the “Senior Collateral” as defined in any Senior Collateral
Document.

     

    “Senior Collateral
Agent” means Citicorp North America, Inc., in its capacity as senior
collateral agent for the Senior Secured Parties under the Senior Collateral
Documents, and any successor thereof or replacement senior collateral agent
appointed in accordance with the terms of the Senior Subsidiary Security
Agreement, the Intercreditor Agreement and the Senior Lien Intercreditor
Agreement.

     

    “Senior Collateral
Documents” means the Senior Subsidiary Security Agreement, the Senior
Subsidiary Guarantee Agreement, the Senior Indemnity, Subrogation and
Contribution Agreement, the Intercreditor Agreement, the Senior Lien
Intercreditor Agreement and each of the security agreements and other
instruments and documents executed and delivered by any Subsidiary Guarantor
pursuant to any of the foregoing or pursuant to the Senior Credit Facility or
any Additional Senior Debt Facility or for purposes of providing collateral
security or credit support for any Senior Loan Obligation or Additional Senior
Debt Obligation or obligation under the Senior Subsidiary Guarantee Agreement
(including, in each case, any schedules, exhibits or annexes thereto), as the
same may be amended, restated, supplemented or otherwise modified from time to
time.

     

    “Senior Credit
Facility” means the Senior Credit Agreement dated as of June 27,
2001, as amended and restated as of August 4, 2003, as amended and restated
as of September 22, 2004, as amended and restated as of September 30,
2005, as amended and restated as of November 8, 2006, as amended and restated as
of June 4, 2007, as amended and restated on June 5, 2009 (as may be further
amended, modified, supplemented or Refinanced from time to time), among the
Company, the Lenders (as defined therein) from time to time party thereto,
Citicorp North America, Inc., as administrative agent and collateral processing
agent, Bank of America, N.A., as syndication agent, and General Electric Capital
Corporation, Wells Fargo Retail Finance, LLC and GMAC Commercial Finance LLC, as
co-documentation agents.

     

    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

     

     

    “Senior Debt
Documents” means (a) the Senior Loan Documents and (b) any
Additional Senior Debt Documents.

     

    “Senior Facilities”
means the Senior Credit Facility and any Additional Senior Debt
Facilities.

     

    “Senior Hedging
Agreement” means any Hedging Agreement entered into with the Company or
any Subsidiary, if the applicable counterparty was a Senior Lender or an
Affiliate thereof (a) on September 30, 2005, in the case of any
Hedging Agreement entered into prior to September 30, 2005 or (b) at
the time the Hedging Agreement was entered into, in the case of any Hedging
Agreement entered into on or after September 30, 2005.

     

    “Senior Indemnity,
Subrogation and Contribution Agreement” means the Senior Indemnity,
Subrogation and Contribution Agreement, dated as of June 27, 2001, as
amended and restated as of September 22, 2004, among the Company, the
Subsidiary Guarantors (including Subsidiary Guarantors becoming party thereto
after June 27, 2001) and the Senior Collateral Agent, as the same may be
amended, restated, supplemented or otherwise modified from time to
time.

     

    “Senior Lender” means
a “Lender” as defined in the Senior Credit Facility.

     

    “Senior Lien” means
the liens on the Senior Collateral in favor of the Senior Secured Parties under
the Senior Collateral Documents.

     

    “Senior Lien Intercreditor
Agreement” means the Senior Lien Intercreditor Agreement, dated as of
June 12, 2009, among the Company, the Subsidiary Guarantors, the Senior
Collateral Agent, the Initial Additional Senior Representative (as defined
therein) and each additional Senior Representative from time to time party
thereto, as the same may be amended, supplemented, restated or otherwise
modified from time to time.

     

    “Senior Loan
Documents” means the Senior Credit Facility, any promissory notes issued
to any Senior Lender pursuant to the Senior Credit Facility, each Senior Hedging
Agreement, each refinancing amendment and each loan modification agreement
entered into pursuant to the Senior Credit Facility and the Senior Collateral
Documents.

     

    “Senior Loan
Obligations” means (a) the principal of each loan made under the
Senior Credit Facility, (b) all reimbursement and cash collateralization
obligations in respect of letters of credit issued under the Senior Credit
Facility, (c) all monetary obligations of the Company or any Subsidiary
under each Senior Hedging Agreement (as defined in the Senior Credit Facility)
entered into (x) prior to September 30, 2005 with any counterparty
that was a Senior Lender (or an Affiliate thereof) on September 30, 2005 or
(y) on or after September 30, 2005 with any counterparty that was a Senior
Lender (or an Affiliate thereof) at the time such Senior Hedging Agreement was
entered into, (d) all interest on the loans, letter of credit

     

    


    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

     

     

    reimbursement,
fees and other obligations under the Senior Credit Facility or such Senior
Hedging Agreements (including, without limitation, any interest which accrues
after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Company or any Subsidiary
Guarantor, whether or not allowed or allowable as a claim in such proceeding),
(e) all other amounts payable by the Company or any Subsidiary under the Senior
Debt Documents and (f) all increases, renewals, extensions and refinancings
of the foregoing.

     

    “Senior Loan Parties”
means each party to the Senior Credit Facility from time to time other than any
Obligor, each counterparty to a Senior Hedging Agreement, the beneficiaries of
each indemnification obligation undertaken by the Company or any other Obligor
under any Senior Debt Document, and the successors and permitted assigns of each
of the foregoing.

     

    “Senior Obligation Payment
Date” means the date on which (a) the Senior Obligations have been paid
in full, (b) all lending commitments under the Senior Credit Facility have been
terminated and (c) there are no outstanding letters of credit issued under the
Senior Credit Facility other than such as have been fully cash collateralized
under documents and arrangements satisfactory to the issuer of such letters of
credit

     

    “Senior Obligations”
means the Senior Loan Obligations and any Additional Senior Debt
Obligations.

     

    “Senior
Representative” means, in respect of a Senior Facility, the trustee,
administrative agent, collateral agent, security agent or similar agent under
such Senior Facility, as the case may be, and each of their successors in such
capacities.

     

    “Senior Secured
Parties” means the Senior Loan Parties and any Additional Senior Debt
Parties.

     

    “Senior Subsidiary Guarantee
Agreement” means the Amended and Restated Senior Subsidiary Guarantee
Agreement, dated as of June 5, 2009, made by the Subsidiary Guarantors
(including Subsidiary Guarantors that become parties thereto after June 27,
2001) in favor of the Senior Collateral Agent for the benefit of the Senior
Secured Parties, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

     

    “Senior Subsidiary Security
Agreement” means the Amended and Restated Senior Subsidiary Security
Agreement, dated as of June 5, 2009, made by the Subsidiary Guarantors
(including Subsidiary Guarantors that become parties thereto after June 27,
2001) in favor of the Senior Collateral Agent for the benefit of the Senior
Secured Parties, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

     

    “7.5% Notes due 2017”
means the Company’s 7.5% Senior Secured Notes due 2017, issued under the
indenture dated as of February 21, 2007, among the Company,

     

    


    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

     

     

    the
Subsidiary Guarantors, The Bank of New York Mellon Trust Company, N.A., as
trustee, and outstanding on the Issue Date.

     

    “Significant
Subsidiary” means any Subsidiary that would be a “Significant Subsidiary”
of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission.

     

    “Specified Collateral
Disposition” means any Collateral Disposition (other than a Collateral
Disposition occurring following the occurrence of a Triggering Event) in respect
of which all or a portion of the resulting proceeds are required by the terms of
any Second Priority Debt Obligations to be used or allocated to Repay such
Second Priority Debt Obligations.

     

    “Standard Securitization
Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Subsidiary of the Company which
are customary in an accounts receivable securitization transaction involving a
comparable company.

     

    “Stated Maturity”
means, with respect to any security, the date specified in such security as the
fixed date on which the payment of principal of such security is due and
payable, including pursuant to any mandatory redemption provision (but excluding
any provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency beyond the control of the
issuer unless such contingency has occurred).

     

    “Subordinated
Obligation” means any Debt of the Company or any Subsidiary Guarantor
(whether outstanding on the Issue Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Securities or the applicable
Subsidiary Guarantee pursuant to a written agreement to that
effect.

     

    “Subsidiary” means, in
respect of any Person, any corporation, company (including any limited liability
company), association, partnership, joint venture or other business entity of
which a majority of the total voting power of the Voting Stock is at the time
owned or controlled, directly or indirectly, by:

     

    (a)
such Person;

     

    (b)
such Person and one or more Subsidiaries of such Person; or

     

    (c)
one or more Subsidiaries of such Person.

     

    “Subsidiary Guarantee”
means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with
respect to the Securities pursuant to the Second Priority Subsidiary Guarantee
Agreement or otherwise on the terms set forth in this Indenture.

     

    “Subsidiary Guarantor”
means each Subsidiary that is a party to the Second Priority Subsidiary
Guarantee Agreement as of the Issue Date and any other Person that Guarantees
the Securities pursuant to Section 4.09.

     

    


    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

     

     

    “Temporary Cash
Investments” means any of the following:

     

    (a)
Investments in U.S. Government Obligations maturing within 365 days of the date
of acquisition thereof;

     

    (b)
Investments in time deposit accounts, certificates of deposit, money market
deposits maturing within 90 days of the date of acquisition thereof issued by a
bank or trust company organized under the laws of the United States of America
or any state thereof having capital, surplus and undivided profits aggregating
in excess of $500.0 million and whose long-term debt is rated “A-3” or “A-” or
higher according to Moody’s or S&P (or such similar equivalent rating by at
least one “nationally recognized statistical rating organization” (as defined in
Section 3(a)(62) under the Securities Act));

     

    (c)
repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (a) entered into with:

     

    (1)
a bank meeting the qualifications described in clause (b) above; or

     

    (2)
any primary government securities dealer reporting to the Market Reports
Division of the Federal Reserve Bank of New York;

     

    (d)
Investments in commercial paper, maturing not more than 90 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America with a
rating at the time as of which any Investment therein is made of “P-1” (or
higher) according to Moody’s or “A-1” (or higher) according to S&P (or such
similar equivalent rating by at least one “nationally recognized statistical
rating organization” (as defined in Rule 436 under the Securities
Act));

     

    (e)
direct obligations (or certificates representing an ownership interest in such
obligations) of any state of the United States of America (including any agency
or instrumentality thereof) for the payment of which the full faith and credit
of such state is pledged and which are not callable or redeemable at the
issuer’s option; provided
that:

     

    (1)
the long-term debt of such state is rated “A-3” or “A-” or higher according to
Moody’s or S&P (or such similar equivalent rating by at least one
“nationally recognized statistical rating organization” (as defined in
Rule 436 under the Securities Act)); and

     

    (2)
such obligations mature within 180 days of the date of acquisition thereof;
and

     

    (f)
money market funds at least 95% of the assets of which constitute Temporary Cash
Equivalents of the kinds described in clauses (a) through (e) of this
definition.

     

    


    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

     

     

    “10.375% Notes due
2016” means the Company’s 10.375% Senior Secured Notes due 2016 issued
under the indenture dated as of July 9, 2008, among the Company, the Subsidiary
Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, and
outstanding on the Issue Date.

     

    “Total Assets” means
the total assets of the Company and the Restricted Subsidiaries on a
consolidated basis determined in accordance with GAAP as shown on the most
recent consolidated balance sheet of the Company.

     

    “Triggering Event” at
any time has the meaning set forth in the Intercreditor Agreement.

     

    “Trust Indenture Act”
or “TIA” means
the Trust Indenture Act of 1939 as in force at the date as of which this
Indenture was executed, except as provided in Section 9.03; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     

    “Trustee” means the
Person named as the “Trustee” in the first paragraph of this Indenture until a
successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean such successor
Trustee.

     

    “Trust Officer” means
any officer within the Corporate Trust department of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular
subject.

     

    “Uniform Commercial
Code” means the New York Uniform Commercial Code as in effect from time
to time.

     

    “Unrestricted
Subsidiary” means:

     

    (a)
any Subsidiary of the Company that is designated after the Issue Date as an
Unrestricted Subsidiary as permitted or required pursuant to Section 4.11
and is not thereafter redesignated as a Restricted Subsidiary as permitted
pursuant thereto; and

     

    (b)
any Subsidiary of an Unrestricted Subsidiary.

     

    “U.S. Government
Obligations” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer’s option.

     

    


    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

     

     

    “Voting Stock” of any
Person means all classes of Capital Stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.

     

    “Wholly Owned Restricted
Subsidiary” means, at any time, a Restricted Subsidiary all the Voting
Stock of which (except directors’ qualifying shares) is at such time owned,
directly or indirectly, by the Company and its other Wholly Owned
Subsidiaries.

     

    SECTION
1.02.  Other
Definitions.

     

    


    
      	
              Term

               

            	
              Defined
      in 

              Section

               

            
	
              “Additional
      Interest”

               

            	
              Appendix A

               

            
	
              “Affiliate
      Transaction”

               

            	
              4.08

               

            
	
              “Allocable
      Excess Proceeds”

               

            	
              4.06

               

            
	
              “Asset
      Sales Prepayment Offer”

               

            	
              4.06

               

            
	
              “Bankruptcy
      Law”

               

            	
              6.01

               

            
	
              “Change
      of Control Offer”

               

            	
              4.13(a)

               

            
	
              “Change
      of Control Payment Date”

               

            	
              4.13(b)

               

            
	
              “Change
      of Control Purchase Price”

               

            	
              4.13(a)

               

            
	
              “covenant
      defeasance option”

               

            	
              8.01(b)

               

            
	
              “Exchange
      Securities”

               

            	
              Appendix
      A

               

            
	
              “Global
      Security”

               

            	
              Appendix
      A

               

            
	
              “legal
      defeasance option”

               

            	
              8.01(b)

               

            
	
              “Legal
      Holiday”

               

            	
              11.08

               

            
	
              “Offer
      Amount”

               

            	
              4.06

               

            
	
              “Offer
      Period”

               

            	
              4.06

               

            
	
              “OID”

               

            	
              2.01

               

            
	
              “Original
      Securities”

               

            	
              2.01

               

            
	
              “Paying
      Agent”

               

            	
              2.04

               

            
	
              “Registered
      Exchange Offer”

               

            	
              Appendix A

               

            
	
              “Registrar”

               

            	
              2.04

               

            
	
              “Registration
      Rights Agreement”

               

            	
              Appendix A

               

            
	
              “Reversion
      Date”

               

            	
              4.15(b)

               

            


    

    


    


    
      
        
           


        

        
          37

          
            

          

        

        
           


        

      

    

    


    


    
      	
              Term

               

            	
              Defined
      in 

              Section

               

            
	
              “Securities
      Custodian”

               

            	
              Appendix
      A

               

            
	
              “Shelf
      Registration Statement

               

            	
              Appendix
      A

               

            
	
              “Surviving
      Person”

               

            	
              5.01(a)(1)

               

            
	
              “Suspended
      Covenants”

               

            	
              4.15(a)

               

            
	
              “Suspension
      Period”

               

            	
              4.15(b)

               

            


    

    


    SECTION
1.03.  Incorporation by Reference
of Trust Indenture Act.  This Indenture is subject to the
mandatory provisions of the TIA, which are incorporated by reference in and made
a part of this Indenture.  The following TIA terms have the following
meanings:

     

    “Commission”
means the SEC.

     

    “indenture
securities” means the Securities.

     

    “indenture
security holder” means a Holder.

     

    “indenture
to be qualified” means this Indenture.

     

    “indenture
trustee” or “institutional trustee” means the Trustee.

     

    “obligor”
on the indenture securities means the Company and any other obligor on the
indenture securities.

     

    All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule have the meanings
assigned to them by such definitions.

     

    SECTION
1.04.  Rules
of Construction.  Unless the context otherwise
requires:

     

    (1)
a term has the meaning assigned to it;

     

    (2)
an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;

     

    (3)
“or” is not exclusive;

     

    (4)
“including” means including without limitation;

     

    (5)
words in the singular include the plural and words in the plural include the
singular;

     

    


    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

     

     

    (6)
unsecured Debt shall not be deemed to be subordinate or junior to secured Debt
merely by virtue of its nature as unsecured Debt;

     

    (7)
the principal amount of any noninterest bearing or other discount security at
any date shall be the principal amount thereof that would be shown on a balance
sheet of the issuer dated such date prepared in accordance with
GAAP;

     

    (8)
the principal amount of any Preferred Stock shall be the greater of (i) the
maximum liquidation value of such Preferred Stock or (ii) the maximum
mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock; and

     

    (9)
all references to any amount of interest or any other amount payable on or with
respect to any of the Securities shall be deemed to include payment of any
Additional Interest pursuant to the Registration Rights Agreement, if
applicable.

     

    ARTICLE
II

     

    The
Securities

     

    SECTION
2.01.  Amount of Securities;
Issuable in Series.  The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited.  All Securities shall be identical in all respects other
than issue prices and issuance dates.  The Securities may be issued in
one or more series; provided, however, that any
Securities issued with original issue discount (“OID”) for Federal
income tax purposes shall not be issued as part of the same series as any
Securities that are issued with a different amount of OID or are not issued with
OID.  All Securities of any one series shall be substantially
identical except as to denomination.

     

    Subject
to Section 2.03, the Trustee shall authenticate Securities for original
issue on the Issue Date in the aggregate principal amount of $270,000,000 (the
“Original
Securities”).  With respect to any Securities issued after the
Issue Date (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, Original Securities pursuant
to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A, including the Exchange
Securities), there shall be established in or pursuant to a Board Resolution,
and subject to Section 2.03, set forth, or determined in the manner
provided in an Officers’ Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of such Securities:

     

    (1)
whether such Securities shall be issued as part of a new or existing series of
Securities and, if issued as part of a new series, the title of such Securities
(which shall distinguish the Securities of the series from Securities of any
other series);

     

    


    
      
        
           


        

        
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    (2)
the aggregate principal amount of such Securities to be authenticated and
delivered under this Indenture, which may be issued for an unlimited aggregate
principal amount (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
of the same series pursuant to Section 2.07, 2.08, 2.09 or 3.06 or
Appendix A and except for Securities which, pursuant to Section 2.03,
are deemed never to have been authenticated and delivered
hereunder);

     

    (3)
the issue price and issuance date of such Securities, including the date from
which interest payable with respect to such Securities shall
accrue;

     

    (4)
if applicable, that such Securities shall be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the respective
depositories for such Global Securities; the form of any legend or legends that
shall be borne by any such Global Security in addition to or in lieu of that set
forth in Exhibit 1 to Appendix A and any circumstances in addition to
or in lieu of those set forth in Section 2.3 of Appendix A in which
any such Global Security may be exchanged in whole or in part for Securities
registered; and any transfer of such Global Security in whole or in part may be
registered in the name or names of Persons other than the depository for such
Global Security or a nominee thereof; and

     

    (5)
if applicable, that such Securities shall not be issued in the form of Initial
Securities subject to Appendix A, but shall be issued in the form of Exchange
Securities as set forth in Exhibit A.

     

    SECTION
2.02.  Form
and Dating.  Provisions relating to the Initial Securities and
the Exchange Securities are set forth in Appendix A, which is hereby
incorporated in and expressly made part of this Indenture.  The
Initial Securities of each series and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit 1 to Appendix
A, which is hereby incorporated in and expressly made a part of this
Indenture.  The Exchange Securities and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A, which is hereby
incorporated in and expressly made a part of this Indenture.  The
Securities of each series may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company is subject, if any,
or usage; provided that any
such notation, legend or endorsement is in a form reasonably acceptable to the
Company.  Each Security shall be dated the date of its
authentication.  The terms of the Securities of each series set forth
in Exhibit 1 to Appendix A and Exhibit A are part of the terms of
this Indenture.

     

    SECTION
2.03.  Execution and
Authentication.  An Officer (and for purposes of this
Section 2.03, the term Officer shall include any Vice President of the
Company authorized by the Board of Directors) shall sign the Securities for the
Company by manual or facsimile signature.

     

    


    
      
        
           


        

        
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    If
an Officer whose signature is on a Security no longer holds that office at the
time the Trustee authenticates the Security, the Security shall be valid
nevertheless.

     

    At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company in the form of an Officers’ Certificate for the authentication and
delivery of such Securities, and the Trustee in accordance with such written
order of the Company shall authenticate and deliver such
Securities.

     

    A
Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security.  The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

     

    The
Trustee may appoint an authenticating agent reasonably acceptable to the Company
to authenticate the Securities.  Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so.  Each reference in this Indenture to authentication
by the Trustee includes authentication by such agent.  An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

     

    SECTION
2.04.  Registrar and Paying
Agent.  The Company shall maintain an office or agency in the
City of New York where Securities may be presented for registration of transfer
or for exchange (the “Registrar”) and an
office or agency in the City of New York where Securities may be presented for
payment (the “Paying
Agent”).  The Registrar shall keep a register of the Securities
and of their transfer and exchange.  The Company may have one or more
co-registrars and one or more additional paying agents.  The term
“Paying Agent” includes any additional paying agent.

     

    The
Company shall enter into an appropriate agency agreement with any Registrar,
Paying Agent or co-registrar not a party to this Indenture, which shall
incorporate the terms of the TIA.  The agreement shall implement the
provisions of this Indenture that relate to such agent.  The Company
shall notify the Trustee of the name and address of any such
agent.  If the Company fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.07.  The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar, co-registrar or transfer agent.

     

    The
Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Securities.

     

    SECTION
2.05.  Paying Agent To Hold Money
in Trust.  Prior to each due date of the principal and interest
on any Security, the Company shall deposit with the Paying Agent a sum
sufficient to pay such principal and interest when so becoming
due.  The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all

     

    


    
      
        
           


        

        
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    money
held by the Paying Agent for the payment of principal of or interest on the
Securities and shall notify the Trustee of any default by the Company in making
any such payment.  If the Company or a Wholly Owned Subsidiary acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund.  The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent.  Upon complying with this
Section 2.05, the Paying Agent shall have no further liability for the
money delivered to the Trustee.

     

    SECTION
2.06.  Holder
Lists.  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least five Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders.

     

    SECTION
2.07.  Replacement
Securities.  If a mutilated Security is surrendered to the
Registrar or if the Holder of a Security claims that such Security has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder
satisfies any other reasonable requirements of the Trustee.  If
required by the Trustee or the Company, such Holder shall furnish an indemnity
bond sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from
any loss which any of them may suffer if a Security is replaced.  The
Company and the Trustee may charge the Holder for their expenses in replacing a
Security.

     

    Every
replacement Security is an additional obligation of the Company.

     

    SECTION
2.08.  Outstanding
Securities.  Securities outstanding at any time are all
Securities authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation and those described in this Section 2.08
as not outstanding.  A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the
Security.

     

    If
a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

     

    If
the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient to pay all
principal and interest payable on that date with respect to the Securities (or
portions thereof) to be redeemed or maturing, as the case may be, then on and
after that date such Securities (or portions thereof) cease to be outstanding
and interest on them ceases to accrue.

     

    SECTION
2.09.  Temporary
Securities.  Until definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall
authenticate

     

    


    
      
        
           


        

        
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    temporary
Securities.  Temporary Securities shall be substantially in the form
of definitive Securities but may have variations that the Company considers
appropriate for temporary Securities.  Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

     

    SECTION
2.10.  Cancellation.  The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment.  The Trustee and no one else shall cancel and
dispose of (subject to the record retention requirements of the Exchange Act)
all Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such disposal to the Company upon its
request therefor unless the Company directs the Trustee to deliver canceled
Securities to the Company.  The Company may not issue new Securities
to replace Securities it has redeemed, paid or delivered to the Trustee for
cancellation.

     

    SECTION
2.11.  Defaulted
Interest.  If the Company defaults in a payment of interest on
the Securities, the Company shall pay the defaulted interest (plus interest
payable with respect to such defaulted interest to the extent lawful) in any
lawful manner.  The Company may pay the defaulted interest to the
persons who are Holders on a subsequent special record date.  The
Company shall fix or cause to be fixed any such special record date and payment
date to the reasonable satisfaction of the Trustee and shall promptly mail to
each Holder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

     

    SECTION
2.12.  CUSIP
Numbers.  The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided, however, that neither
the Company nor the Trustee shall have any responsibility for any defect in the
“CUSIP” number that appears on any Security, check, advice of payment or
redemption notice, and any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.

     

    ARTICLE
III


     

    Redemption

     

    SECTION
3.01.  Notices to
Trustee.  If the Company elects to redeem Securities pursuant
to paragraph 5 of the Securities, it shall notify the Trustee in writing of
the redemption date, the principal amount of Securities to be redeemed and that
such redemption is being made pursuant to such paragraph 5 of the
Securities.

     

    


    
      
        
           


        

        
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    The
Company shall give each notice to the Trustee provided for in this
Section 3.01 at least 45 days before the redemption date unless the
Trustee consents to a shorter period.  Such notice shall be
accompanied by an Officers’ Certificate from the Company to the effect that such
redemption will comply with the conditions herein.

     

    SECTION
3.02.  Selection of Securities To
Be Redeemed.  If fewer than all the Securities are to be
redeemed pursuant to paragraph 5 of the Securities, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and appropriate and in accordance with methods generally
used at the time of selection by fiduciaries in similar
circumstances.  The Trustee shall make the selection from outstanding
Securities not previously called for redemption.  The Trustee may
select for redemption portions of the principal of Securities that have
denominations larger than $1,000.  Securities and portions of them the
Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000.  Provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for
redemption.  The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed.

     

    SECTION
3.03.  Notice of
Redemption.  At least 30 days but not more than 60 days
before a date for redemption of Securities, the Company shall mail a notice of
redemption by first-class mail to each Holder of Securities to be redeemed at
such Holder’s registered address.

     

    The
notice shall identify the Securities to be redeemed and shall
state:

     

    (1)
the redemption date;

     

    (2)
the redemption price;

     

    (3)
the name and address of the Paying Agent;

     

    (4)
that Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price;

     

    (5)
if fewer than all the outstanding Securities are to be redeemed, the
identification and principal amounts of the particular Securities to be
redeemed;

     

    (6)
that, unless the Company defaults in making such redemption payment, interest on
Securities (or portion thereof) called for redemption ceases to accrue on and
after the redemption date, and the only remaining right of the Holders is to
receive payment of the redemption price upon surrender to the Paying Agent;
and

     

    (7)
that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Securities.

     

    


    
      
        
           


        

        
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    At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s expense.  In such event, the
Company shall provide the Trustee with the information required by this
Section 3.03 at least 40 days before the redemption date and at least
five days prior to the Trustee giving the notice of redemption.

     

    SECTION
3.04.  Effect of Notice of
Redemption.  Once notice of redemption is mailed, Securities
called for redemption become due and payable on the redemption date and at the
redemption price stated in the notice.  Upon surrender to the Paying
Agent, such Securities shall be paid at the redemption price stated in the
notice, plus accrued interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the related interest payment date that is on or prior to the date of
redemption).  Failure to give notice or any defect in the notice to
any Holder shall not affect the validity of the notice to any other
Holder.

     

    SECTION
3.05.  Deposit of Redemption
Price.  Prior to or on the redemption date, the Company shall
deposit with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary
is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the redemption price of and accrued interest, if any (subject to the right of
Holders of record on the relevant record date to receive interest due on the
related interest payment date that is on or prior to the date of redemption), on
all Securities to be redeemed on that date other than Securities or portions of
Securities called for redemption that have been delivered by the Company to the
Trustee for cancellation.

     

    SECTION
3.06.  Securities Redeemed in
Part.  Upon surrender of a Security that is redeemed in part,
the Company shall execute and the Trustee shall authenticate for the Holder (at
the Company’s expense) a new Security equal in principal amount to the
unredeemed portion of the Security surrendered.

     

    ARTICLE
IV


     

    Covenants

     

    SECTION
4.01.  Payment of
Securities.  The Company shall promptly pay the principal of
and interest on the Securities on the dates and in the manner provided in the
Securities and in this Indenture.  Principal and interest shall be
considered paid on the date due if on such date the Trustee or the Paying Agent
holds in accordance with this Indenture money sufficient to pay all principal
and interest then due.

     

    The
Company shall pay interest on overdue principal at the rate per annum specified
therefor in the Securities, and it shall pay interest on overdue installments of
interest at the rate borne by the Securities, to the extent lawful.

     

    SECTION
4.02.  SEC
Reports.  Notwithstanding that the Company may not be subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act,
the Company shall file with the Commission and provide the Trustee with such
annual

     

    


    
      
        
           


        

        
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    and
quarterly reports and such information, documents and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S.
corporation subject to such Sections, such information, documents and reports to
be so filed and provided at the times specified for the filing of such
information, documents and reports under such Sections; provided, however, that the
Company shall not be so obligated to file such information, documents and
reports with the Commission if the Commission does not permit such filings;
provided further, however, that the
Company shall be required also to provide to Holders any such information,
documents or reports that are not so filed.  The Company shall also
comply with the other provisions of TIA
§ 314(a).  Notwithstanding anything herein to the contrary, the
Company will not be deemed to have failed to comply with any of its obligations
hereunder for purposes of clause (d) of Section 6.01 until
120 days after the date any report hereunder is due.  Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).

     

    SECTION
4.03.  Limitation on
Debt.  The Company shall not, and shall not permit any
Restricted Subsidiary to, Incur, directly or indirectly, any Debt unless, after
giving effect to the application of the proceeds thereof, no Default or Event of
Default would occur as a consequence of such Incurrence and no Default or Event
of Default would be continuing following such Incurrence and application of
proceeds and either:

     

    (1)
such Debt is Debt of the Company or a Subsidiary Guarantor and after giving
effect to the Incurrence of such Debt and the application of the proceeds
thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to
1.00; or

     

    (2)
such Debt is Permitted Debt.

     

    The
term “Permitted
Debt” is defined to include the following:

     

    (a)
[Intentionally omitted];

     

    (b)
Debt of the Company or a Subsidiary Guarantor (including Guarantees thereof)
(1) under any Credit Facilities, (2) Incurred pursuant to a Real
Estate Financing Transaction, a Sale and Leaseback Transaction or an Equipment
Financing Transaction, (3) Incurred in respect of Capital Lease
Obligations, (4) Incurred pursuant to Debt Issuances or (5) Incurred
by a Receivables Entity, whether or not a Subsidiary Guarantor, in a Qualified
Receivables Transaction that is not recourse to the Company or any other
Restricted Subsidiary (except for Standard Securitization Undertakings); provided that the
aggregate principal amount of all such Debt in clauses (1) through (5)
hereof at any one time outstanding shall not exceed the greater of
(A) $3,500.0 million, which amount shall be permanently reduced by the
amount of Net Available Cash used to Repay Debt under the Credit Facilities, and
not subsequently reinvested in Additional Assets or used

     

    


    
      
        
           


        

        
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    to
purchase Securities or Repay other Debt, pursuant to Section 4.06 and
(B) the sum of the amount equal to (i) 60% of the book value of the
inventory (determined using the first-in-first-out method of accounting) of the
Company and the Restricted Subsidiaries and (ii) 85% of the book value of
the accounts receivables of the Company and the Restricted Subsidiaries,
including any Receivables Entity that is a Restricted Subsidiary;

     

    (c)
[Intentionally omitted];

     

    (d)
Debt of the Company outstanding on the Issue Date and evidenced by the 7.5%
Notes due 2017 and of Subsidiary Guarantors, including any future Guarantor,
evidenced by guarantees relating to the 7.5% Notes due 2017;

     

    (e)
Debt Incurred after the Issue Date in respect of Purchase Money Debt; provided that the
aggregate principal amount of such Debt does not exceed 80% of the Fair Market
Value (on the date of the Incurrence thereof) of the Property acquired,
constructed, developed or leased, including additions and improvements
thereto;

     

    (f)
Debt of the Company owing to and held by any consolidated Restricted Subsidiary
and Debt of a Restricted Subsidiary owing to and held by the Company or any
consolidated Restricted Subsidiary; provided, however, that any
subsequent issue or transfer of Capital Stock or other event that results in any
such consolidated Restricted Subsidiary ceasing to be a consolidated Restricted
Subsidiary or any subsequent transfer of any such Debt (except to the Company or
a consolidated Restricted Subsidiary) shall be deemed, in each case, to
constitute the Incurrence of such Debt by the issuer thereof;

     

    (g)
Debt under Interest Rate Agreements entered into by the Company or a Restricted
Subsidiary for the purpose of limiting interest rate risk of the financial
management of the Company or such Restricted Subsidiary and not for speculative
purposes; provided that the
obligations under such agreements are directly related to payment obligations on
Debt otherwise permitted by the terms of this Section 4.03;

     

    (h)
Debt under Currency Exchange Protection Agreements entered into by the Company
or a Restricted Subsidiary for the purpose of limiting currency exchange rate
risks directly related to transactions entered into by the Company or such
Restricted Subsidiary and not for speculative purposes;

     

    (i)
Debt under Commodity Price Protection Agreements entered into by the Company or
a Restricted Subsidiary in the financial management of the Company or that
Restricted Subsidiary and not for speculative purposes;

     

    (j)
Debt in connection with one or more standby letters of credit, banker’s
acceptance, performance or surety bonds or completion guarantees issued by the
Company or a Restricted Subsidiary or pursuant to self-insurance obligations and
not in connection with the borrowing of money or the obtaining of advances or
credit;

     

    (k)
Debt outstanding on the Issue Date not otherwise described in clauses
(a) through (j) above or clause (q) below;

     

    


    
      
        
           


        

        
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    (l)
other Debt of the Company or a Subsidiary Guarantor (including Guarantees
thereof) in an aggregate principal amount outstanding at any one time not to
exceed $600.0 million;

     

    (m)
Debt of a Restricted Subsidiary outstanding on the date on which that Restricted
Subsidiary was acquired by the Company or otherwise became a Restricted
Subsidiary (other than Debt Incurred as consideration in, or to provide all or
any portion of the funds or credit support utilized to consummate, the
transaction or series of transactions pursuant to which that Restricted
Subsidiary became a Subsidiary of the Company or was otherwise acquired by the
Company); provided that at the
time that Restricted Subsidiary was acquired by the Company or otherwise became
a Restricted Subsidiary and after giving effect to the Incurrence of that Debt,
the Company would have been able to Incur $1.00 of additional Debt pursuant to
clause (1) of the first paragraph of this Section 4.03;

     

    (n)
Debt arising from the honoring by a bank or other financial institution of a
check or draft or other similar instrument inadvertently drawn against
insufficient funds; provided that such
Debt is extinguished within five Business Days of its Incurrence;

     

    (o)
endorsements of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business;

     

    (p)
[Intentionally omitted];

     

    (q)
Debt in respect of Sale and Leaseback Transactions or Real Estate Financing
Transactions involving only real property (and the related personal property)
owned by the Company or a Subsidiary Guarantor on or after the Issue Date in an
aggregate principal amount outstanding at any one time not to exceed $150.0
million; provided that such
Sale and Leaseback Transactions or Real Estate Financing Transactions may
involve Property other than real property (and the related personal property)
owned on or after the Issue Date to the extent the portion of the Debt related
to such Property is permitted by another provision of this Section 4.03 at
the time of Incurrence;

     

    (r)
Debt in respect of Sale and Leaseback Transactions that are not Capital Lease
Obligations Incurred to finance the acquisition, construction and development of
Property after the Issue Date, including additions and improvements thereto;
provided that
any reclassification of such Debt as a Capital Lease Obligation shall be deemed
an Incurrence of such Debt;

     

    (s)
Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to
clause (1) of the first paragraph of this Section 4.03 and
clauses (d), (e), (k), (m) and (q) above; and

     

    (t)
Debt arising from agreements of the Company or any Restricted Subsidiary
providing for indemnification, adjustment of purchase price or
similar

     

    


    
      
        
           


        

        
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    obligations,
in each case, Incurred or assumed in connection with the disposition of any
business, assets or a Subsidiary, other than Guarantees of Debt incurred by any
Person acquiring all or any portion of such business, assets or Restricted
Subsidiary for the purpose of financing such acquisition; provided, however, that
(1) such Debt is not reflected on the balance sheet of the Company or any
Restricted Subsidiary (contingent obligations referred to in a footnote or
footnotes to financial statements and not otherwise reflected on the balance
sheet will not be deemed to be reflected on such balance sheet for purposes of
this clause (1)) and (2) the maximum assumable liability in respect of such
Debt will at no time exceed the gross proceeds including non-cash proceeds (the
fair market value of such non-cash proceeds being measured at the time received
and without giving effect to any subsequent changes in value) actually received
by the Company or such Restricted Subsidiary in connection with such
disposition.

     

    Notwithstanding
anything to the contrary contained in this Section 4.03, the Company shall
not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Incur
any Debt pursuant to this Section 4.03 if the proceeds thereof are used,
directly or indirectly, to Refinance any Debt of the Company or any Subsidiary
Guarantor.  In addition, the Company shall not, and shall not permit
any Subsidiary Guarantor to, Incur, directly or indirectly, any Senior
Obligation that is subordinate or junior in right of payment (without regard to
any security interest) to any other Debt of the Company or any Subsidiary
Guarantor.

     

    For
purposes of determining compliance with this Section 4.03, (1) in the event
that an item of Debt meets the criteria of more than one of the types of Debt
described herein, the Company, in its sole discretion, will classify such item
of Debt at the time of Incurrence and only be required to include the amount and
type of such Debt in one of the above clauses, (2) the Company will be
entitled at the time of such Incurrence to divide and classify an item of Debt
in more than one of the types of Debt described herein and (3) with respect
to Debt permitted under clause (k) of this Section 4.03 in respect of Sale
and Leaseback Transactions that are not Capital Lease Obligations on the Issue
Date, any reclassification of such Debt as a Capital Lease Obligation shall not
be deemed an Incurrence of such Debt; provided, however, that
(A) all outstanding Debt evidenced by the Offered Notes will be deemed to
have been Incurred pursuant to clause (b) of the second paragraph of this
Section 4.03; (B) all outstanding Debt evidenced by the 9.750% Notes
due 2016 will be deemed to have been Incurred pursuant to clause (b) of the
second paragraph of this Section 4.03, (C) $250.0 million of the 10.375%
Notes due 2016 will be deemed to have been Incurred pursuant to clause (b) of
the second paragraph of this Section 4.03, (D) all outstanding Debt
evidenced by the 8.125% Notes will be deemed to have been Incurred pursuant to
clause (b) of the second paragraph of this Section 4.03, (E) all
outstanding Debt under the Senior Credit Facility immediately following the
Issue Date will be deemed to have been Incurred pursuant to clause (b) of
the second paragraph of this Section 4.03, (F) any Permitted Debt that
is not Secured Debt may later be reclassified as having been Incurred pursuant
to clause (1) of the first paragraph of this Section 4.03, to the
extent such Debt could be Incurred pursuant to such clause at the time of such
reclassification, and (G) any Permitted Debt may later be reclassified as
having been Incurred pursuant to any other

     

    


    
      
        
           


        

        
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    clause
in the definition of Permitted Debt to the extent such Debt could be Incurred
pursuant to such clause at the time of such reclassification.

     

    SECTION
4.04.  Limitation on Restricted
Payments.  The Company shall not make, and shall not permit any
Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if
at the time of, and after giving effect to, such proposed Restricted
Payment:

     

    (a)
a Default or Event of Default shall have occurred and be
continuing;

     

    (b)
the Company could not Incur at least $1.00 of additional Debt pursuant to clause
(1) of the first paragraph of Section 4.03; or

     

    (c)
the aggregate amount of such Restricted Payment and all other Restricted
Payments declared or made since the Issue Date (the amount of any Restricted
Payment, if made other than in cash, to be based upon Fair Market Value) would
exceed an amount equal to the sum of:

     

    (1)
50% of the aggregate amount of Consolidated Net Income accrued during the period
(treated as one accounting period) from the beginning of the first fiscal
quarter that commences after the Issue Date to the end of the most recent fiscal
quarter for which financial statements have been filed with the Commission (or,
if the aggregate amount of Consolidated Net Income for such period shall be a
deficit, minus 100% of such deficit); plus

     

    (2)
100% of Capital Stock Sale Proceeds; plus

     

    (3)
the sum of:

     

    (A)
the aggregate net cash proceeds received by the Company or any Restricted
Subsidiary from the issuance or sale after the Issue Date of convertible or
exchangeable Debt that has been converted into or exchanged for Capital Stock
(other than Disqualified Stock) of the Company; and

     

    (B)
the aggregate amount by which Debt (other than Subordinated Obligations) of the
Company or any Restricted Subsidiary is reduced on the Company’s consolidated
balance sheet after the Issue Date upon the conversion or exchange of any Debt
(other than convertible or exchangeable debt issued or sold after the Issue
Date) for Capital Stock (other than Disqualified Stock) of the
Company;

     

    excluding,
in the case of clause (A) or (B):

     

    (x) any
such Debt issued or sold to the Company or a Subsidiary of the Company or an
employee stock ownership

     

    


    
      
        
           


        

        
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    plan
or trust established by the Company or any such Subsidiary for the benefit of
their employees; and

     

    (y)
the aggregate amount of any cash or other Property distributed by the Company or
any Restricted Subsidiary upon any such conversion or exchange;

     

    plus

     

    (4)
an amount equal to the sum of:

     

    (A)
the net reduction in Investments in any Person other than the Company or a
Restricted Subsidiary resulting from dividends, repayments of loans or advances
or other transfers of Property made after the Issue Date, in each case to the
Company or any Restricted Subsidiary from such Person less the cost of the
disposition of such Investments; and

     

    (B)
the portion (proportionate to the Company’s equity interest in such Unrestricted
Subsidiary) of the Fair Market Value of the net assets of an Unrestricted
Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted
Subsidiary (provided that such
designation occurs after the Issue Date);

     

    provided, however, that the
foregoing sum shall not exceed, in the case of any Person, the amount of
Investments previously made (and treated as a Restricted Payment) by the Company
or any Restricted Subsidiary in such Person.

     

    Notwithstanding
the foregoing limitation, the Company may:

     

    (a)
pay dividends on its Capital Stock within 60 days of the declaration thereof if,
on said declaration date, such dividends could have been paid in compliance with
this Indenture; provided, however, that at the
time of such payment of such dividend, no other Default or Event of Default
shall have occurred and be continuing (or result therefrom); provided further,
however, that,
if declared on or after the Issue Date, such dividend shall be included in the
calculation of the amount of Restricted Payments;

     

    (b)
purchase, repurchase, redeem, legally defease, acquire or retire for value
Capital Stock of the Company or Subordinated Obligations on or after the Issue
Date in exchange for, or out of the proceeds of the substantially concurrent
sale of, Capital Stock of the Company (other than Disqualified Stock and other
than Capital Stock issued or sold to a Subsidiary of the Company or an employee
stock ownership plan or trust established by the Company or any such Subsidiary
for the benefit of their employees); provided, however,
that:

     

    


    
      
        
           


        

        
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    (1)
such purchase, repurchase, redemption, legal defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of Restricted
Payments; and

     

    (2)
the Capital Stock Sale Proceeds from such exchange or sale shall be excluded
from the calculation pursuant to clause (c)(2) above;

     

    (c)
purchase, repurchase, redeem, legally defease, acquire or retire for value any
Subordinated Obligations on or after the Issue Date in exchange for, or out of
the proceeds of the substantially concurrent sale of, Permitted Refinancing
Debt; provided,
however, that
such purchase, repurchase, redemption, legal defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of Restricted
Payments;

     

    (d)
[intentionally omitted];

     

    (e)
so long as no Default or Event of Default has occurred and is continuing the
repurchase or other acquisition on or after the Issue Date of shares of, or
options to purchase shares of, Capital Stock of the Company or any of its
Subsidiaries from employees, former employees, directors or former directors of
the Company or any of its Subsidiaries (or permitted transferees of such
employees, former employees, directors or former directors), pursuant to the
terms of the agreements (including employment agreements) or plans (or
amendments thereto) approved by the Board of Directors under which such
individuals purchase or sell or are granted the option to purchase or sell,
shares of such Capital Stock; provided, however, that the
aggregate amount of such repurchases and other acquisitions shall not exceed
$15.0 million; provided further,
however, that
such repurchases and other acquisitions shall be included in the calculation of
the amount of Restricted Payments;

     

    (f)
make payments not to exceed $2.5 million in the aggregate to enable the Company
to make payments to holders of its Capital Stock in lieu of the issuance of
fractional shares of its Capital Stock on or after the Issue Date; provided, however, that such
payments shall be included in the calculation of the amount of Restricted
Payments; and

     

    (g)
make any other Restricted Payments on or after the Issue Date not to exceed an
aggregate amount of $40.0 million; provided, however, that such
payments shall be included in the calculation of the amount of Restricted
Payments.

     

    SECTION
4.05.  Limitation on
Liens.  The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any
Lien (other than Permitted Liens) upon any of its Property (including Capital
Stock of a Restricted Subsidiary), whether owned on the Issue Date or thereafter
acquired, or any interest therein or any income or profits
therefrom.  If the Company or any Subsidiary Guarantor creates any
additional Lien upon any Property to secure any Secured

     

    


    
      
        
           


        

        
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    Obligations,
it must concurrently grant a second priority Lien (subject to Permitted Liens)
upon such Property as security for the Securities or Subsidiary Guarantees of
the Securities such that the Property subject to such Lien becomes Second
Priority Collateral subject to the Second Priority Liens, except to the extent
such Property constitutes cash or cash equivalents required to secure only
letter of credit obligations under Credit Facilities following a default under
such Credit Facilities.

     

    Notwithstanding
anything in the preceding paragraph, (1) the aggregate principal amount of
Senior Obligations constituting Debt and any other Debt secured by a Lien on the
Collateral that shares in the distribution of proceeds of Collateral prior to
the Securities, at any one time outstanding shall not exceed the sum of the
aggregate amount of Debt that at such time may be outstanding at any one time
under clause (b) of the second paragraph of Section 4.03 and
$200 million; and (2) the Company shall not, and shall not permit any
of its Subsidiaries to, create or suffer to exist any Lien upon any of the
Collateral (including Collateral consisting of Capital Stock or Debt of any
Subsidiary of the Company) now owned or hereafter acquired by it securing any
Public Debt unless the holders of such Public Debt share in the distribution of
proceeds from the foreclosure on Collateral either (A) on an equal and
ratable basis with the holders of the Senior Obligations or (B) on an equal
and ratable basis with the Holders (and any other obligations that share on an
equal and ratable basis with the Holders).

     

    SECTION
4.06.  Limitation on Asset Sales
and Specified Collateral Dispositions.  The Company shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Sale unless:

     

    (a)
the Company or such Restricted Subsidiary receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value of the Property subject
to such Asset Sale;

     

    (b)
at least 75% of the consideration paid to the Company or such Restricted
Subsidiary in connection with such Asset Sale is in the form of Qualified
Consideration; and

     

    (c)
the Company delivers an Officers’ Certificate to the Trustee certifying that
such Asset Sale complies with the foregoing clauses (a) and (b).

     

    The
Net Available Cash (or any portion thereof) from Asset Sales and Specified
Collateral Dispositions may be applied by the Company or a Restricted
Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or
is required by the terms of any Debt):

     

    (a)
to Repay any Secured Obligations or any other Debt of the Company or any
Restricted Subsidiary secured by a Lien on Property of the Company or any
Restricted Subsidiary of the Company (excluding, in any such case, any Debt owed
to the Company or an Affiliate of the Company); provided, however, that to the
extent the proceeds from any Asset Sale, including a Specified Collateral
Disposition, will be allocated pursuant to the terms of any other Second
Priority

     

    


    
      
        
           


        

        
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    Debt
Obligations to Repay or provide for the Repayment of such Second Priority Debt
Obligations, a pro rata portion of such proceeds must, to the extent not
inconsistent with the terms of such other Second Priority Debt Obligations, be
allocated to Repay the Securities pursuant to an Asset Sales Prepayment Offer
and the full amount of such allocated portion (1) will be deemed Excess
Proceeds and (2) will, upon such Asset Sales Prepayment Offer, be deemed
Allocable Excess Proceeds; or

     

    (b)
to reinvest in Additional Assets or Expansion Capital Expenditures (including by
means of an Investment in Additional Assets or Expansion Capital Expenditures by
a Restricted Subsidiary with Net Available Cash received by the Company or
another Restricted Subsidiary); provided, however, that
(1) the Net Available Cash (or any portion thereof) from Asset Sales from
the Company to any Subsidiary must be reinvested in Additional Assets or
Expansion Capital Expenditures of the Company and (2) if the assets that
were the subject of such Asset Sale constituted Collateral, then such Net
Available Cash must be reinvested in Additional Assets that are pledged at the
time as Collateral to secure the Securities or the Subsidiary Guarantees of the
Securities, subject to the Collateral Documents, or in Expansion Capital
Expenditures to improve assets that constitute Collateral securing the
Securities or Subsidiary Guarantees of the Securities at the time.

     

    Pending
application of Net Available Cash pursuant to this Section 4.06, which
shall not be required in respect of an Asset Sale that is not a Specified
Collateral Disposition if the Net Available Cash from such Asset Sale is less
than $1.0 million, such Net Available Cash, to the extent not inconsistent
with the terms of any Senior Obligations, shall be invested in Temporary Cash
Investments or applied to temporarily reduce revolving credit
indebtedness.  If the Net Available Cash from an Asset Sale that is
not an Asset Sale referenced in paragraph (a) above (including a Specified
Collateral Disposition) equals or exceeds $1.0 million, any Net Available
Cash from such Asset Sale not applied in accordance with the preceding paragraph
within 270 days from the date of the receipt of such Net Available Cash or that
is not segregated from the general funds of the Company for investment in
identified Additional Assets in respect of a project that shall have been
commenced, and for which binding contractual commitments have been entered into,
prior to the end of such 270-day period and that shall not have been completed
or abandoned shall constitute “Excess Proceeds”; provided, however, that the
amount of any Net Available Cash that ceases to be so segregated as contemplated
above and any Net Available Cash that is segregated in respect of a project that
is abandoned or completed shall also constitute “Excess Proceeds” at the time
any such Net Available Cash ceases to be so segregated or at the time the
relevant project is so abandoned or completed, as applicable; provided further,
however, that
the amount of any Net Available Cash that continues to be segregated for
investment and that is not actually reinvested within 24 months from the date of
the receipt of such Net Available Cash shall also constitute “Excess
Proceeds”.

     

    When
the aggregate amount of Excess Proceeds exceeds $50.0 million (taking into
account income earned on such Excess Proceeds, if any), the Company
will

     

    


    
      
        
           


        

        
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    be
required to make an offer to purchase (the “Asset Sales Prepayment
Offer”) the Securities which offer shall be in the amount of the
Allocable Excess Proceeds, on a pro rata basis according to principal amount at
maturity, at a purchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the purchase date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), in accordance with the procedures
(including prorating in the event of oversubscription) set forth
herein.  To the extent that any portion of the amount of Net Available
Cash remains after compliance with the preceding sentence and provided that all
Holders have been given the opportunity to tender their Securities for purchase
in accordance with this Indenture, the Company or such Restricted Subsidiary may
use such remaining amount for any purpose permitted by this Indenture and the
amount of Excess Proceeds will be reset to zero.

     

    The
term “Allocable Excess
Proceeds” will mean the product of:

     

    (a)
the Excess Proceeds; and

     

    (b)
a fraction,

     

    (1)
the numerator of which is the aggregate principal amount of the Securities
outstanding on the date of the Asset Sales Prepayment Offer; and

     

    (2)
the denominator of which is the sum of the aggregate principal amount of the
Securities outstanding on the date of the Asset Sales Prepayment Offer and the
aggregate principal amount of other Debt of the Company outstanding on the date
of the Asset Sales Prepayment Offer that is pari passu in right of
payment with the Securities and subject to terms and conditions in respect of
Asset Sales similar in all material respects to this covenant and requiring the
Company to make an offer to purchase such Debt or otherwise repay such Debt at
substantially the same time as the Asset Sales Prepayment Offer.

     

    Within
five Business Days after the Company is obligated to make an Asset Sales
Prepayment Offer as described in the preceding paragraph, the Company shall send
a written notice, by first-class mail, to the Holders, accompanied by such
information regarding the Company and its Subsidiaries as the Company in good
faith believes will enable such Holders to make an informed decision with
respect to such Asset Sales Prepayment Offer.  Such notice shall
state, among other things, the purchase price and the purchase date (the “Purchase Date”),
which shall be, subject to any contrary requirements of applicable law, a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed.  Nothing shall prevent the Company from conducting
an Asset Sales Prepayment Offer earlier than as set forth in this
paragraph.

     

    Not
later than the date upon which written notice of an Asset Sales Prepayment Offer
is delivered to the Trustee as provided above, the Company shall deliver to the
Trustee an Officers’ Certificate as to (a) the amount of the Asset
Sales

     

    


    
      
        
           


        

        
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    Prepayment
Offer (the “Offer
Amount”), (b) the allocation of the Net Available Cash from the
Asset Sales pursuant to which such Prepayment Offer is being made and
(c) the compliance of such allocation with the provisions of clause (b) of
the second paragraph of this Section 4.06.  On or before the
Purchase Date, the Company shall also irrevocably deposit with the Trustee or
with the Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the
Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments
(other than in those enumerated in such clause (b) of the definition of
Temporary Cash Investments), maturing on the last day prior to the Purchase Date
or on the Purchase Date if funds are immediately available by open of business,
an amount equal to the Offer Amount to be held for payment in accordance with
the provisions of this Section 4.06.  Upon the expiration of the
period for which the Prepayment Offer remains open (the “Offer Period”), the
Company shall deliver to the Trustee for cancellation the Securities or portions
thereof that have been properly tendered to and are to be accepted by the
Company.  The Trustee or the Paying Agent shall, on the Purchase Date,
mail or deliver payment to each tendering Holder in the amount of the purchase
price.  In the event that the aggregate purchase price of the
Securities delivered by the Company to the Trustee is less than the Offer
Amount, the Trustee or the Paying Agent shall deliver the excess to the Company
immediately after the expiration of the Offer Period for application in
accordance with this Section 4.06.

     

    Holders
electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company or its agent
at the address specified in the notice at least three Business Days prior to the
Purchase Date.  Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the Purchase Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security that was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Security purchased.  If at the
expiration of the Offer Period the aggregate principal amount of Securities
surrendered by Holders exceeds the Offer Amount, the Company shall select the
Securities to be purchased on a pro rata basis for all Securities (with such
adjustments as may be deemed appropriate by the Company so that only Securities
in denominations of $1,000, or integral multiples thereof, shall be
purchased).  Holders whose Securities are purchased only in part shall
be issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered.

     

    At
the time the Company delivers Securities to the Trustee that are to be accepted
for purchase, the Company shall also deliver an Officers’ Certificate stating
that such Securities are to be accepted by the Company pursuant to and in
accordance with the terms of this Section 4.06.  A Security shall
be deemed to have been accepted for purchase at the time the Trustee or the
Paying Agent mails or delivers payment therefor to the surrendering
Holder.

     

    The
Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Securities pursuant to this
Section 4.06.  To the extent that the provisions of any
securities laws or regulations conflict with provisions of this

     

    


    
      
        
           


        

        
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    Section 4.06,
the Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 4.06
by virtue thereof.

     

    SECTION
4.07.  Limitation on Restrictions
on Distributions from Restricted Subsidiaries.  The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist any consensual
restriction on the right of any Restricted Subsidiary to:

     

    (a)
pay dividends, in cash or otherwise, or make any other distributions on or in
respect of its Capital Stock, or pay any Debt or other obligation owed, to the
Company or any other Restricted Subsidiary;

     

    (b)
make any loans or advances to the Company or any other Restricted Subsidiary;
or

     

    (c)
transfer any of its Property to the Company or any other Restricted
Subsidiary.

     

    The
foregoing limitations will not apply:

     

    (1)
with respect to clauses (a), (b) and (c), to restrictions:

     

    (A)
in effect on the Issue Date;

     

    (B)
relating to Debt of a Restricted Subsidiary and existing at the time it became a
Restricted Subsidiary if such restriction was not created in connection with or
in anticipation of the transaction or series of transactions pursuant to which
such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the
Company;

     

    (C)
that result from the Refinancing of Debt Incurred pursuant to an agreement
referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below;
provided that
such restriction is no less favorable to the Holders in any material respect, as
reasonably determined by the Board of Directors (as evidenced by a Board
Resolution), than those under the agreement evidencing the Debt so
Refinanced;

     

    (D)
resulting from the Incurrence of any Debt permitted pursuant to
Section 4.03; provided that
(i) the restriction is no less favorable to the Holders in any material
respect, as reasonably determined by the Board of Directors (as evidenced by a
Board Resolution), than the restrictions of the same type contained in this
Indenture and (ii) the Board of Directors determines (as evidenced by a
Board Resolution) in good faith that such restrictions will not impair the
ability of the Company to make payments of principal and interest on the
Securities when due;

     

    


    
      
        
           


        

        
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    (E)
existing by reason of applicable law; or

     

    (F)
any contractual requirements incurred with respect to Qualified Receivables
Transactions relating exclusively to a Receivables Entity that, in the good
faith determination of the Board of Directors, are customary for Qualified
Receivables Transactions; and

     

    (2)
with respect to clause (c) only, to restrictions:

     

    (A)
relating to Debt that is permitted to be Incurred and secured pursuant to
Sections 4.03 and 4.05 that limit the right of the debtor to dispose of the
Property securing such Debt;

     

    (B)
encumbering Property at the time such Property was acquired by the Company or
any Restricted Subsidiary, so long as such restriction relates solely to the
Property so acquired and was not created in connection with or in anticipation
of such acquisition;

     

    (C)
resulting from customary provisions restricting subletting or assignment of
leases or customary provisions in other agreements that restrict assignment of
such agreements or rights thereunder; or

     

    (D)
customary restrictions contained in agreements relating to the sale or other
disposition of Property limiting the transfer of such Property pending the
closing of such sale.

     

    SECTION
4.08.  Limitation on Transactions
with Affiliates.  The Company shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, conduct any business or
enter into or suffer to exist any transaction or series of transactions
(including the purchase, sale, transfer, assignment, lease, conveyance or
exchange of any Property or the rendering of any service) with, or for the
benefit of, any Affiliate of the Company (an “Affiliate
Transaction”), unless:

     

    (a)
the terms of such Affiliate Transaction are:

     

    (1)
set forth in writing;

     

    (2)
in the best interest of the Company or such Restricted Subsidiary, as the case
may be; and

     

    (3)
no less favorable to the Company or such Restricted Subsidiary, as the case may
be, than those that could be obtained in a comparable arm’s-length transaction
with a Person that is not an Affiliate of the Company;

     

    (b)
if such Affiliate Transaction involves aggregate payments or value to the
Affiliate in excess of $25.0 million in any 12-month period, the Board of
Directors

     

    


    
      
        
           


        

        
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    (including
a majority of the disinterested members of the Board of Directors) approves such
Affiliate Transaction and, in its good faith judgment, believes that such
Affiliate Transaction complies with clauses (a)(2) and (3) of this
Section 4.08 as evidenced by a Board Resolution promptly delivered to the
Trustee; and

     

    (c)
if such Affiliate Transaction involves aggregate payments or value to the
Affiliate in excess of $75.0 million in any 12-month period, the Company obtains
a written opinion from an Independent Financial Advisor to the effect that the
consideration to be paid or received in connection with such Affiliate
Transaction is fair, from a financial point of view, to the Company and the
Restricted Subsidiaries, taken as a whole.

     

    Notwithstanding
the foregoing limitation, the Company or any Restricted Subsidiary may enter
into or suffer to exist the following:

     

    (a)
any transaction or series of transactions between the Company and one or more
Restricted Subsidiaries or between two or more Restricted Subsidiaries; provided that no more
than 5% of the total voting power of the Voting Stock (on a fully diluted basis)
of any such Restricted Subsidiary is owned by an Affiliate of the Company (other
than a Restricted Subsidiary);

     

    (b)
any Restricted Payment permitted to be made pursuant to Section 4.04 or any
Permitted Investment (other than pursuant to clauses (a)(3), (b), (g), (h), (i),
(k) or (l) of the definition of “Permitted Investment”);

     

    (c)
the payment of compensation (including amounts paid pursuant to employee benefit
plans) for the personal services of and related indemnities provided to
officers, directors, consultants and employees of the Company or any of the
Restricted Subsidiaries, so long as the Board of Directors in good faith shall
have approved the terms thereof and deemed the services theretofore or
thereafter to be performed for such compensation to be fair consideration
therefor;

     

    (d)
loans and advances to employees made in the ordinary course of business in
accordance with applicable law and consistent with the past practices of the
Company or such Restricted Subsidiary, as the case may be; provided that such
loans and advances do not exceed $25.0 million in the aggregate at any one time
outstanding;

     

    (e)
any transaction effected as part of a Qualified Receivables Transaction or any
transaction involving the transfer of accounts receivable of the type specified
in the definition of “Credit Facilities” and permitted under clause (b) of
Section 4.03;

     

    (f)
payments of customary fees by the Company or any of its Restricted Subsidiaries
to Leonard Green & Partners L.P. or any of its Affiliates made for any
corporate advisory services or financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities
including,

     

    


    
      
        
           


        

        
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    without
limitation, in connection with acquisitions or divestitures, which are approved
by a majority of the Board of Directors in good faith;

     

    (g)
any Affiliate Transaction, if such Affiliate Transaction is with any Person
solely in its capacity as a holder of Debt or Capital Stock of the Company or
any of its Restricted Subsidiaries, where such Person is treated no more
favorably than any other holder of such Debt or Capital Stock of the Company or
any of its Restricted Subsidiaries; and

     

    (h)
any agreement as in effect on the Issue Date or any amendment thereto (so long
as such amendment is not disadvantageous to the Holders in any material respect)
or any transaction contemplated thereby.

     

    SECTION
4.09.  Guarantees by
Subsidiaries.  i) The Company shall cause each Subsidiary that
becomes or is a Collateral Subsidiary Guarantor or an obligor with respect to
any of the Secured Obligations (except a Foreign Subsidiary that becomes an
obligor solely in respect of Debt or other obligations of itself or another
Foreign Subsidiary), in each case, to become a Subsidiary Guarantor by becoming
a party to this Indenture, the Second Priority Subsidiary Guarantee Agreement
and the Intercreditor Agreement, if such Subsidiary is not already a Subsidiary
Guarantor party thereto, and delivering evidence thereof to the Trustee at the
time such Person becomes a Collateral Subsidiary Guarantor or such an
obligor.

     

    (b)
The Company shall not permit any Restricted Subsidiary that is not a Subsidiary
Guarantor to Guarantee the payment of any Debt or Capital Stock of the Company
(other than Guarantees permitted pursuant to clauses (j) or (o) of
Section 4.03), except that a Restricted Subsidiary that is not a Subsidiary
Guarantor may Guarantee Debt of the Company; provided
that:

     

    (1)
such Debt and the Debt represented by such Guarantee is permitted by
Section 4.03;

     

    (2)
such Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for a Guarantee of payment of the
Securities by such Restricted Subsidiary and such Guarantee of Debt of the
Company:

     

    (A) unless
such Debt is a Subordinated Obligation, shall be pari passu (or
subordinate) in right of payment to and on substantially the same terms as (or
less favorable to such Debt than) such Restricted Subsidiary’s Guarantee with
respect to the Securities; and

     

    (B) if
such Debt is a Subordinated Obligation, shall be subordinated in right of
payment to such Restricted Subsidiary’s Guarantee with respect to the Securities
to at least the same extent as such Debt is subordinated to the
Securities.

     

    


    
      
        
           


        

        
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    (c)
Upon any Subsidiary becoming a Subsidiary Guarantor as described above, such
Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect
that:

     

    (1)
such Guarantee of the Securities has been duly executed and authorized;
and

     

    (2)
such Guarantee of the Securities constitutes a valid, binding and enforceable
obligation of such Subsidiary, except insofar as enforcement thereof may be
limited by bankruptcy, insolvency or similar laws (including all laws relating
to fraudulent transfers) and except insofar as enforcement thereof is subject to
general principles of equity.

     

    In
addition, no Subsidiary Guarantor shall Guarantee, directly or indirectly,
(1) any Debt of the Company that is subordinate or junior in right of
payment (without regard to any security interest) to any other Debt of the
Company unless such Guarantee is expressly subordinate in right of payment to
the Subsidiary Guarantee of such Subsidiary Guarantor or (2) any Debt of
the Company other than Senior Obligations unless such Guarantee is expressly
subordinate in right of payment (without regard to any security interest) to or
ranks pari
passu with, the
Subsidiary Guarantee of such Subsidiary Guarantor.

     

    SECTION
4.10.  Limitation on Sale and
Leaseback Transactions.  The Company shall not, and shall not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction with respect to any Property unless:

     

    (a)
the Company or such Restricted Subsidiary would be entitled to:

     

    (1)
Incur Debt in an amount equal to the Attributable Debt with respect to such Sale
and Leaseback Transaction pursuant to Section 4.03; and

     

    (2)
create a Lien on such Property securing such Attributable Debt without also
securing the Securities or the applicable Subsidiary Guarantee pursuant to
Section 4.05; and

     

    (b)
such Sale and Leaseback Transaction is effected in compliance with
Section 4.06; provided that such
Sale and Leaseback Transaction constitutes an Asset Sale.

     

    SECTION
4.11.  Designation of Restricted
and Unrestricted Subsidiaries.  The Board of Directors may
designate any Subsidiary of the Company to be an Unrestricted Subsidiary
if:

     

    (a)
the Subsidiary to be so designated does not own any Capital Stock or Debt of, or
own or hold any Lien on any Property of, the Company or any other Restricted
Subsidiary and is not required to be a Subsidiary Guarantor pursuant to this
Indenture; and

     

    


    
      
        
           


        

        
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    (b)
either:

     

    (1)
the Subsidiary to be so designated has total assets of $1,000 or less;
or

     

    (2)
such designation is effective immediately upon such entity becoming a Subsidiary
of the Company.

     

    Unless
so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary; provided, however, that such
Subsidiary shall not be designated a Restricted Subsidiary and shall be
automatically classified as an Unrestricted Subsidiary if either of the
requirements set forth in clauses (x) and (y) of the second immediately
following paragraph will not be satisfied after giving pro forma effect to such
classification as a Restricted Subsidiary or if such Person is a Subsidiary of
an Unrestricted Subsidiary.

     

    Except
as provided in the first sentence of the preceding paragraph, no Restricted
Subsidiary may be redesignated as an Unrestricted Subsidiary.  In
addition, neither the Company nor any Restricted Subsidiary shall at any time be
directly or indirectly liable for any Debt that provides that the holder thereof
may (with the passage of time or notice or both) declare a default thereon or
cause the payment thereof to be accelerated or payable prior to its Stated
Maturity upon the occurrence of a default with respect to any Debt, Lien or
other obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary).

     

    The
Board of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary if, immediately after giving pro forma effect to such designation,
(x) the Company could Incur at least $1.00 of additional Debt pursuant to
clause (1) of the first paragraph of Section 4.03 and (y) no Default
or Event of Default shall have occurred and be continuing or would result
therefrom.

     

    Any
such designation or redesignation by the Board of Directors will be evidenced to
the Trustee by filing with the Trustee a Board Resolution giving effect to such
designation or redesignation and an Officers’ Certificate that:

     

    (a)
certifies that such designation or redesignation complies with the foregoing
provisions; and

     

    (b)
gives the effective date of such designation or redesignation,

     

    such
filing with the Trustee to occur within 45 days after the end of the fiscal
quarter of the Company in which such designation or redesignation is made (or,
in the case of a designation or redesignation made during the last fiscal
quarter of the Company’s fiscal year, within 90 days after the end of such
fiscal year).

     

    SECTION
4.12.  Additional Security
Documents.  From and after the Issue Date, if the Company or
any Subsidiary of the Company executes and delivers in respect of any Property
of such Person any mortgages, deeds of trust, security

     

    


    
      
        
           


        

        
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    agreements,
pledge agreements or similar instruments to secure Debt or other obligations
that at the time constitute Secured Obligations (except for a Foreign Subsidiary
that does so solely in respect of Debt or other obligations of itself or another
Foreign Subsidiary), then the Company shall, or shall cause such Subsidiary to,
execute and deliver substantially identical mortgages, deeds of trust, security
agreements, pledge agreements or similar instruments in order to vest in the
Second Priority Collateral Trustee a perfected second priority security
interest, subject only to Permitted Liens and the Intercreditor Agreement, in
such Property for the benefit of the Second Priority Collateral Trustee on
behalf of the Holders of the Securities, among others, and thereupon all
provisions of this Indenture relating to the Collateral will be deemed to relate
to such Property to the same extent and with the same force and
effect.

     

    SECTION
4.13.  Change of
Control.  (a)  Upon the occurrence of a Change of
Control, each Holder shall have the right to require the Company to repurchase
all or any part of such Holder’s Securities pursuant to the offer described
below (the “Change of
Control Offer”) at a purchase price (the “Change of Control Purchase
Price”) equal to 101.0% of the principal amount thereof, plus accrued and
unpaid interest, if any, to, but not including, the purchase date (subject to
the right of holders of record on the relevant record date to receive interest
due on the relevant interest payment date).  If the purchase date is
on or after a record date and on or before the relevant interest payment date,
the accrued and unpaid interest, if any, will be paid to the person or entity in
whose name the Security is registered at the close of business on that record
date, and no additional interest will be payable to Holders whose Securities
shall be subject to purchase.

     

    (b)
Within 30 days following any Change of Control, the Company shall (1) cause
a notice of the Change of Control Offer to be sent at least once to the Dow
Jones News Service or similar business news service in the United States and
(2) send, by first-class mail, with a copy to the Trustee, to each Holder,
at such Holder’s address appearing in the Security Register, a notice
stating:  (A) that a Change of Control Offer is being made
pursuant to this Section 4.13 and that all Securities timely tendered will
be accepted for payment; (B) the Change of Control Purchase Price and the
purchase date, which shall be, subject to any contrary requirements of
applicable law, a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed (the “Change of Control Payment
Date”); (C) the circumstances and relevant facts regarding the
Change of Control (including, to the extent reasonably practicable, information
with respect to pro forma historical income, cash flow and capitalization after
giving effect to the Change of Control); and (D) the procedures that
Holders must follow in order to tender their Securities (or portions thereof)
for payment and the procedures that Holders must follow in order to withdraw an
election to tender Securities (or portions thereof) for payment.

     

    (c)
Holders electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company or its agent
at the address specified in the notice at least three Business Days prior to the
Change of Control Payment Date.  Holders shall be entitled to withdraw
their election if the Trustee or the Company receives not later than one
Business Day prior to the Change

     

    


    
      
        
           


        

        
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    of
Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Security that
was delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Security purchased.

     

    (d)
On or prior to the Change of Control Payment Date, the Company shall irrevocably
deposit with the Trustee or with the Paying Agent (or, if the Company or any of
its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold
in trust) in cash an amount equal to the Change of Control Purchase Price
payable to the Holders entitled thereto, to be held for payment in accordance
with the provisions of this Section 4.13.  On the Change of
Control Payment Date, the Company shall deliver to the Trustee the Securities or
portions thereof that have been properly tendered to and are to be accepted by
the Company for payment.  The Trustee or the Paying Agent shall, on
the Change of Control Payment Date, mail or deliver payment to each tendering
Holder of the Change of Control Purchase Price.  In the event that the
aggregate Change of Control Purchase Price is less than the amount delivered by
the Company to the Trustee or the Paying Agent, the Trustee or the Paying Agent,
as the case may be, shall deliver the excess to the Company immediately after
the Change of Control Payment Date.

     

    (e)
The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the purchase of Securities pursuant to this
Section 4.13.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this
Section 4.13, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
this Section 4.13 by virtue thereof.

     

    SECTION
4.14.  Further Instruments and
Acts.  Upon request of the Trustee or as necessary, the Company
shall execute and deliver such further instruments and do such further acts as
may be reasonably necessary or proper to carry out more effectively the purpose
of this Indenture.

     

    SECTION
4.15.  Covenant
Suspension.  (a)  During any period of time
that:

     

    (1)
the Securities have Investment Grade Ratings from both Rating Agencies
and

     

    (2)
no Default or Event of Default has occurred and is continuing,

     

    the
Company and the Restricted Subsidiaries will not be subject to the following
Sections of this Indenture: Section 4.03, Section 4.04,
Section 4.06, Section 4.07, Section 4.08, clauses (a)(1) and
(b) of Section 4.10, clause (x) of the fourth paragraph (and such
clause (x) as referred to in the second paragraph) of
Section 4.11, and clause (a)(5) of Section 5.01 (collectively,
the “Suspended
Covenants”).

     

    


    
      
        
           


        

        
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    (b)
Solely for the purpose of determining the amount of permitted Liens under
Section 4.05 during any Suspension Period (as defined below) and without
limiting the Company’s or any Restricted Subsidiary’s ability to Incur
Indebtedness during any Suspension Period, to the extent that calculations in
Section 4.05 refer to Section 4.03, such calculations shall be made as
though Section 4.03 remains in effect during the Suspension
Period.  In the event that the Company and the Restricted Subsidiaries
are not subject to the Suspended Covenants for any period of time as a result of
paragraph (a) of this Section 4.15 and, on any subsequent date (the
“Reversion
Date”), one or both of the Rating Agencies withdraws its ratings or
downgrades the ratings assigned to the Securities below the required Investment
Grade Ratings or a Default or Event of Default occurs and is continuing, then
the Company and the Restricted Subsidiaries will thereafter again be subject to
the Suspended Covenants. The period of time between the Suspension Date and the
Reversion Date is referred to as the “Suspension
Period.”  Notwithstanding that the Suspended Covenants may be
reinstated, no Default will be deemed to have occurred as a result of a failure
to comply with the Suspended Covenants during the Suspension Period. On the
Reversion Date, all Debt Incurred during the Suspension Period will be
classified to have been Incurred pursuant to clause (1) of the first
paragraph or one of the clauses set forth in the second paragraph of
Section 4.03 (to the extent such Debt would be permitted to be Incurred
thereunder as of the Reversion Date and after giving effect to Debt Incurred
prior to the Suspension Period and outstanding on the Reversion
Date).  To the extent such Debt would not be permitted to be Incurred
pursuant to clause (1) of the first paragraph or one of the clauses set forth in
the second paragraph of Section 4.03, such Debt will be deemed to have been
outstanding on the Issue Date, so that it is classified as permitted under
clause (k) of the second paragraph of Section 4.03.  Calculations
made after the Reversion Date of the amount available to be made as Restricted
Payments under Section 4.04 will be made as though Section 4.04 had
been in effect during the entire period of time from the Issue
Date.  Accordingly, Restricted Payments made during the Suspension
Period will reduce the amount available to be made as Restricted Payments under
the first paragraph of Section 4.04 following any Reversion Date, and the
items specified in clauses (c)(1) through (c)(4) of the first paragraph of
Section 4.04 will increase the amount available to be made under the first
paragraph thereof following any Reversion Date.  For purposes of
determining compliance with the first five paragraphs of Section 4.06, on
the Reversion Date, the Net Available Cash from all Asset Sales not applied in
accordance with the covenant will be deemed to be reset to zero.

     

    ARTICLE
V

     

    Successor
Company

     

    SECTION
5.01.  When
Company May Merge or Transfer Assets.  (a)  The
Company shall not merge, consolidate or amalgamate with or into any other Person
(other than a merger of a Wholly Owned Restricted Subsidiary into the Company)
or sell, transfer, assign, lease, convey or otherwise dispose of all or
substantially all its Property in any one transaction or series of transactions
unless:

     

    


    
      
        
           


        

        
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    (1)
the Company will be the surviving Person (the “Surviving Person”) or
the Surviving Person (if other than the Company) formed by such merger,
consolidation or amalgamation or to which such sale, transfer, assignment,
lease, conveyance or disposition is made will be a corporation organized and
existing under the laws of the United States of America, any State thereof or
the District of Columbia;

     

    (2)
the Surviving Person (if other than the Company) expressly assumes, by
supplemental indenture in form reasonably satisfactory to the Trustee, executed
and delivered to the Trustee by such Surviving Person, the due and punctual
payment of the principal of, and premium, if any, and interest on, all the
Securities, according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of this Indenture to be performed
by the Company;

     

    (3)
in the case of a sale, transfer, assignment, lease, conveyance or other
disposition of all or substantially all the Property of the Company, such
Property shall have been transferred as an entirety or virtually as an entirety
to one Person;

     

    (4)
immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause (4)
and clause (5) below, any Debt that becomes, or is anticipated to become, an
obligation of the Surviving Person or any Restricted Subsidiary as a result of
such transaction or series of transactions as having been Incurred by the
Surviving Person or such Restricted Subsidiary at the time of such transaction
or series of transactions), no Default or Event of Default shall have occurred
and be continuing;

     

    (5)
immediately after giving effect to such transaction or series of transactions on
a pro forma basis, either (A) the Company or the Surviving Person, as the
case may be, would be able to Incur at least $1.00 of additional Debt under
clause (1) of the first paragraph of Section 4.03 or (B) the Surviving
Person would have a Consolidated Interest Coverage Ratio which is not less than
the Consolidated Interest Coverage Ratio of the Company immediately prior to
such transaction or series of transactions; and

     

    (6)
the Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and
an Opinion of Counsel, each stating that such transaction and the supplemental
indenture, if any, in respect thereto comply with this covenant and that all
conditions precedent herein provided for relating to such transaction have been
satisfied.

     

    


    
      
        
           


        

        
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    (b)
The Company shall not permit any Subsidiary Guarantor to merge, consolidate or
amalgamate with or into any other Person (other than a merger of a Wholly Owned
Restricted Subsidiary into such Subsidiary Guarantor, or a merger of a
Subsidiary Guarantor into the Company or another Subsidiary Guarantor) or sell,
transfer, assign, lease, convey or otherwise dispose of all or substantially all
its Property in any one transaction or series of transactions
unless:

     

    (1)
such Subsidiary Guarantor will be the Surviving Person or the Surviving Person
(if other than such Subsidiary Guarantor) formed by such merger, consolidation
or amalgamation or to which such sale, transfer, assignment, lease, conveyance
or disposition is made will be a corporation organized and existing under the
laws of the United States of America, any State thereof or the District of
Columbia;

     

    (2)
the Surviving Person (if other than such Subsidiary Guarantor) expressly
assumes, by a Subsidiary Guarantee or a supplement to the Second Priority
Subsidiary Guarantee Agreement or a supplemental indenture in form reasonably
satisfactory to the Trustee, executed and delivered to the Trustee by such
Surviving Person, the due and punctual performance and observance of all the
obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee;

     

    (3)
immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause
(3), any Debt that becomes, or is anticipated to become, an obligation of the
Surviving Person, the Company or any Restricted Subsidiary as a result of such
transaction or series of transactions as having been Incurred by the Surviving
Person, the Company or such Restricted Subsidiary at the time of such
transaction or series of transactions), no Default or Event of Default shall
have occurred and be continuing; and

     

    (4)
the Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and
an Opinion of Counsel, each stating that such transaction and such Subsidiary
Guarantee, if any, in respect thereto comply with this covenant and that all
conditions precedent herein provided for relating to such transaction have been
satisfied.

     

    The
foregoing provisions (other than clause (3)) shall not apply to (A) any
transactions which do not constitute an Asset Sale if the Subsidiary Guarantor
is otherwise being released from its Subsidiary Guarantee at the time of such
transaction in accordance with this Indenture and the Second Priority Collateral
Documents or (B) any transactions which constitute an Asset Sale if the
Company has complied with Section 4.06 and the Subsidiary Guarantor is
released from its Subsidiary Guarantee at the time of such transaction in
accordance with this Indenture and the Second Priority Collateral
Documents.

     

    


    
      
        
           


        

        
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    The
Surviving Person shall succeed to, and be substituted for, and may exercise
every right and power of the Company under this Indenture (or of the Subsidiary
Guarantor under the Subsidiary Guarantee, as the case may be), but the
predecessor Company in the case of:

     

    (a)
a sale, transfer, assignment, conveyance or other disposition (unless such sale,
transfer, assignment, conveyance or other disposition is of all or substantially
all the assets of the Company as an entirety or virtually as an entirety);
or

     

    (b)
a lease,

     

    shall
not be released from any obligation to pay the principal of, premium, if any,
and interest on, the Securities.

     

    ARTICLE
VI

     

    Defaults and
Remedies

     

    SECTION
6.01.  Events of
Default.  The following events shall be “Events of
Default”:

     

    (a)
the Company fails to make the payment of any interest on any of the Securities
when the same becomes due and payable, and such failure continues for a period
of 30 days;

     

    (b)
the Company fails to make the payment of any principal of, or premium, if any,
on any of the Securities when the same becomes due and payable at its Stated
Maturity, upon acceleration, redemption, optional redemption, required
repurchase or otherwise;

     

    (c)
the Company fails to comply with Article V;

     

    (d)
the Company fails to comply with any covenant or agreement in the Securities or
in this Indenture (other than a failure that is the subject of the foregoing
clause (a), (b) or (c)) and such failure continues for 30 days after written
notice is given to the Company as provided below;

     

    (e)
a default under any Debt by the Company or any Restricted Subsidiary that
results in acceleration of the final maturity of such Debt, or the failure to
pay any such Debt at final maturity (giving effect to applicable grace periods),
in an aggregate amount in excess of $35.0 million or its foreign currency
equivalent at the time (the “cross acceleration
provisions”);

     

    (f)
the Company or any Significant Subsidiary pursuant to or within the meaning of
any Bankruptcy Law:

     

    (1)
commences a voluntary case;

     

    


    
      
        
           


        

        
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    (2)
consents to the entry of an order for relief against it in an involuntary
case;

     

    (3)
consents to the appointment of a Custodian of it or for any substantial part of
its property; or

     

    (4)
makes a general assignment for the benefit of its creditors;

     

    or
takes any comparable action under any foreign laws relating to
insolvency;

     

    (g)
a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:

     

    (1)
is for relief against the Company or any Significant Subsidiary in an
involuntary case;

     

    (2)
appoints a Custodian of the Company or any Significant Subsidiary or for any
substantial part of its property; or

     

    (3)
orders the winding up or liquidation of the Company or any Significant
Subsidiary;

     

    and
in each such case the order or decree remains unstayed and in effect for 45
days; or

     

    (h)
any judgment or judgments for the payment of money in an aggregate amount in
excess of $35.0 million or its foreign currency equivalent at the time is
rendered against the Company or any Restricted Subsidiary and shall not be
waived, satisfied or discharged for any period of 30 consecutive days during
which a stay of enforcement shall not be in effect (the “judgment default
provisions”);

     

    (i)
any Subsidiary Guarantee of a Significant Subsidiary ceases to be in full force
and effect (other than in accordance with the terms of the Second Priority
Collateral Documents and this Indenture as each may be amended from time to
time) and such default continues for 20 days after notice or any Subsidiary
Guarantor that is a Significant Subsidiary denies or disaffirms its obligations
under its Subsidiary Guarantee (the “guarantee
provisions”); and

     

    (j)
the material impairment of the security interests under the Second Priority
Collateral Documents (other than in accordance with the terms of the Second
Priority Collateral Documents and this Indenture as each may be amended from
time to time) for any reason other than the satisfaction in full of all
obligations under this Indenture and discharge of the Second Priority Collateral
Documents and this Indenture or any security interest created thereunder shall
be declared invalid or unenforceable or the Company or any of its Subsidiaries
asserting, in any pleading in any court of competent jurisdiction, that any such
security interest is invalid or unenforceable (the “security default
provisions”).

     

    


    
      
        
           


        

        
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    The
foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body.

     

    A
Default under clause (d), (i) or (j) is not an Event of Default until the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Securities then outstanding notify the Company (and in the case of such notice
by Holders, the Trustee) of the Default and the Company does not cure such
Default within the time specified after receipt of such notice.  Such
notice must specify the Default, demand that it be remedied and state that such
notice is a “Notice of Default”.

     

    The
Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any event
that with the giving of notice or the lapse of time would become an Event of
Default, its status and what action the Company is taking or proposes to take
with respect thereto.

     

    SECTION
6.02.  Acceleration.  If
an Event of Default with respect to the Securities (other than an Event of
Default specified in Section 6.01(f) or 6.01(g) with respect to the
Company) shall have occurred and be continuing, the Trustee by notice to the
Company, or the Holders of not less than 25% in aggregate principal amount of
the Securities then outstanding by notice to the Company and the Trustee, may
declare to be immediately due and payable the principal amount at maturity of
all the Securities then outstanding, plus accrued but unpaid interest to the
date of acceleration on all the Securities to be due and
payable.  Upon such a declaration, such principal and interest shall
be due and payable immediately.  If an Event of Default specified in
Section 6.01(f) or 6.01(g) with respect to the Company occurs, the
principal of and accrued and unpaid interest on all the Securities shall,
automatically and without any action by the Trustee or any Holder, become and be
immediately due and payable.  The Holders of a majority in aggregate
principal amount of the outstanding Securities by notice to the Trustee and the
Company may rescind and annul such declaration of acceleration if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal, premium or
interest that has become due solely because of the acceleration.  No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.

     

    SECTION
6.03.  Other
Remedies.  If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of
or interest on the Securities or to enforce the performance of any provision of
the Securities or this Indenture.

     

    The
Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding.  A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  No
remedy is exclusive of any other remedy.  All available remedies are
cumulative.

     

    


    
      
        
           


        

        
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    SECTION
6.04.  Waiver of Past
Defaults.  The Holders of a majority in aggregate principal
amount of the Securities then outstanding by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default in the payment
of the principal of, premium, if any, or interest on a Security or (ii) a
Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Holder affected.  When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.

     

    SECTION
6.05.  Control by
Majority.  The Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee with respect to the
Securities.  However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.01, that
the Trustee determines is unduly prejudicial to the rights of other Holders or
would involve the Trustee in personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction.  Prior to taking any action or
following any direction hereunder, the Trustee shall be entitled to
indemnification reasonably satisfactory to it against all losses and expenses
caused by taking or not taking such action.

     

    SECTION
6.06.  Limitation on
Suits.  A Holder may not pursue any remedy with respect to this
Indenture or the Securities unless:

     

    (1)
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default;

     

    (2)
the Holders of at least 25% in aggregate principal amount of the Securities then
outstanding shall have made a written request, and such Holder or Holders shall
have offered indemnity reasonably satisfactory to the Trustee to pursue a
remedy; and

     

    (3)
the Trustee has failed to institute such proceeding and has not received from
the Holders of at least a majority in aggregate principal amount of the
Securities outstanding a direction inconsistent with such request, within 60
days after such notice, request and offer.

     

    The
foregoing limitations on the pursuit of remedies by a Holder shall not apply to
a suit instituted by a Holder for the enforcement of payment of the principal of
and premium, if any, or interest payable with respect to such Security on or
after the applicable due date specified in such Security.  A Holder
may not use this Indenture to prejudice the rights of another Holder or to
obtain a preference or priority over another Holder.

     

    SECTION
6.07.  Rights of Holders to Receive
Payment.  Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal of and
interest on the Securities held by such Holder, on or after the respective due
dates expressed in the Securities, or to bring suit for the enforcement of any
such

     

    


    
      
        
           


        

        
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    payment
on or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

     

    SECTION
6.08.  Collection Suit by
Trustee.  If an Event of Default specified in
Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in
Section 7.07.

     

    SECTION
6.09.  Trustee May File Proofs of
Claim.  The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee and the Holders allowed in any judicial proceedings relative to
the Company, its creditors or its property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders (it being understood it
shall be under no obligation to do so), to pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.07.

     

    SECTION
6.10.  Priorities.  If
the Trustee collects any money or property pursuant to this Article VI, it
shall pay out the money or property in the following order:

     

    FIRST:  to
the Trustee for amounts due under Section 7.07;

     

    SECOND:  to
Holders for amounts due and unpaid on the Securities for principal and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Securities for principal and interest, respectively;
and

     

    THIRD:  to
the Company.

     

    The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.10.  At least 15 days before such
record date, the Company shall mail to each Holder and the Trustee a notice that
states the record date, the payment date and amount to be paid.

     

    SECTION
6.11.  Undertaking for
Costs.  In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant.  This Section 6.11 does not

     

    


    
      
        
           


        

        
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    apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a
suit by Holders of more than 10% in aggregate principal amount of the
Securities.

     

    SECTION
6.12.  Waiver of Stay or Extension
Laws.  The Company (to the extent it may lawfully do so) shall
not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and shall not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law had been enacted.

     

    SECTION
6.13.  Enforcement of
Remedies.  Notwithstanding any of the foregoing, any
enforcement of the Guarantees under the Second Priority Guarantee Agreement or
any remedies with respect to the Second Priority Collateral under the Second
Priority Collateral Documents is subject to the provisions of the Intercreditor
Agreement.

     

    ARTICLE
VII


     

    Trustee

     

    SECTION
7.01.  Duties of
Trustee.  (a)  If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as
a prudent Person would exercise or use under the circumstances in the conduct of
such Person’s own affairs.

     

    (b)
Except during the continuance of an Event of Default:

     

    (1)
the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee;
and

     

    (2)
in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture.  However, in the case of
certificates or opinions specifically required by any provision hereof to be
furnished to it, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture (but
need not confirm or investigate the accuracy of mathematical calculations stated
therein).

     

    


    
      
        
           


        

        
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    (c)
The Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except
that:

     

    (1)
this paragraph does not limit the effect of paragraph (b) of this
Section 7.01;

     

    (2)
the Trustee shall not be liable for any error of judgment made in good faith by
a Trust Officer unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and

     

    (3)
the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to
Section 6.05.

     

    (d)
Every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b) and (c) of this
Section 7.01.

     

    (e)
The Trustee shall not be liable for interest on any money received by it except
as the Trustee may agree in writing with the Company.

     

    (f)
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

     

    (g)
No provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or
powers.

     

    (h)
Every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section and to the provisions of the TIA, and the provisions
of this Article VII shall apply to the Trustee in its role as Registrar,
Paying Agent and Security Custodian.

     

    (i)
The Trustee shall not be deemed to have notice of a Default or an Event of
Default unless (i) the Trustee has received written notice thereof from the
Company or any Holder and such notice references the Securities and this
Indenture or (ii) a Trust Officer shall have actual knowledge
thereof.

     

    SECTION
7.02.  Rights of
Trustee.  (a)  The Trustee may conclusively rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person.  The Trustee need not investigate any fact or
matter stated in the document.  The Trustee may, however, in its
discretion make such further inquiry or investigation into such facts or matters
as it may see fit and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney.

     

    (b)
Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel.  The Trustee shall not be liable
for any

     

    


    
      
        
           


        

        
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    action
it takes or omits to take in good faith in reliance on the Officers’ Certificate
or Opinion of Counsel.

     

    (c)
The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care and with the
consent of the Company.

     

    (d)
The Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers; provided, however, that,
subject to paragraph (b) of Section 7.01, the Trustee’s conduct does not
constitute willful misconduct or negligence.

     

    (e)
The Trustee may consult with counsel of its selection, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such
counsel.

     

    (f)
The permissive rights of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty unless so specified herein.

     

    (g)
The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.

     

    (h)
The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Trust Officer has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture.

     

    (i)
The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act
hereunder.

     

    (j)
In no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

     

    (k)
The Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

     

    


    
      
        
           


        

        
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    SECTION
7.03.  Individual Rights of
Trustee.  The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.  Any Paying Agent, Registrar or co-registrar may do the same
with like rights.  However, the Trustee must comply with Sections 7.10
and 7.11.

     

    SECTION
7.04.  Trustee’s
Disclaimer.  The Trustee shall not be responsible for and makes
no representation as to the validity, priority or adequacy of this Indenture or
the Securities, it shall not be accountable for the Company’s use of the
proceeds from the Securities, and it shall not be responsible for any statement
of the Company in this Indenture or in any document issued in connection with
the sale of the Securities or in the Securities other than the Trustee’s
certificate of authentication.

     

    SECTION
7.05.  Notice of
Defaults.  If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default or Event of Default within 30 days after it is
known to a Trust Officer or written notice of it is received by the
Trustee.  Except in the case of a Default or Event of Default in
payment of principal of or interest on any Security, the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of
Holders.

     

    SECTION
7.06.  Reports by Trustee to
Holders.  Within 60 days after February 1 each year
beginning with February 1, 2010, the Trustee shall mail to each Holder a
brief report dated as of such February 1 that complies with TIA
§ 313(a), if and to the extent required by such subsection.  The
Trustee shall also comply with TIA § 313(b).

     

    A
copy of each report at the time of its mailing to Holders shall be filed with
the Commission and each stock exchange (if any) on which the Securities are
listed.

     

    The
Company agrees to notify promptly the Trustee whenever the Securities become
listed on any stock exchange and of any delisting thereof.

     

    SECTION
7.07.  Compensation and
Indemnity.  The Company and the Guarantors, jointly and
severally, shall pay to the Trustee from time to time reasonable compensation
for its services.  The Trustee’s compensation shall not be limited by
any law on compensation of a trustee of an express trust.  The Company
and the Guarantors, jointly and severally, shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its
services.  Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee’s agents, counsel,
accountants and experts.  The Company and the Guarantors, jointly and
severally, shall indemnify the Trustee against any and all loss, liability,
claim, damage or expense (including reasonable attorneys’ fees and expenses)
incurred by it in connection with the acceptance and administration of this
trust and the performance of its duties hereunder.  The Trustee shall
notify the Company promptly of any claim of which a Trust Officer has received
notice for which it may seek indemnity.  Failure by the Trustee to so
notify the Company shall

     

    


    
      
        
           


        

        
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    not
relieve the Company of its obligations hereunder unless the Company has been
prejudiced thereby.  The Company shall defend the claim, and the
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel.  The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct, negligence or bad
faith.  The Company need not pay for any settlement made by the
Trustee without the Company’s consent, such consent not to be unreasonably
withheld.  All indemnifications and releases from liability granted
hereunder to the Trustee shall extend to its officers, directors, employees,
agents, successors and assigns.

     

    To
secure the Company’s payment obligations in this Section 7.07, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.

     

    The
Company’s payment obligations pursuant to this Section 7.07 shall survive
the resignation or removal of the Trustee and the discharge or termination of
this Indenture.  When the Trustee incurs expenses after the occurrence
of a Default specified in Section 6.01(f) or (g) with respect to the
Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

     

    The
provisions of this section shall survive the termination of this
Indenture.

     

    SECTION
7.08.  Replacement of
Trustee.  The Trustee may resign at any time by so notifying
the Company.  The Holders of a majority in aggregate principal amount
of the Securities the outstanding may remove the Trustee by so notifying the
Trustee and may appoint a successor Trustee; provided that so long
as no Default or Event of Default has occurred and is continuing, the Company
shall have the right to consent to the successor Trustee, such consent not to be
unreasonably withheld.  The Company shall remove the Trustee
if:

     

    (1)
the Trustee fails to comply with Section 7.10;

     

    (2)
the Trustee is adjudged bankrupt or insolvent;

     

    (3)
a receiver or other public officer takes charge of the Trustee or its property;
or

     

    (4)
the Trustee otherwise becomes incapable of acting.

     

    If
the Trustee resigns or is removed by the Company or by the Holders of a majority
in aggregate principal amount of the Securities then outstanding, and such
Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint
a successor Trustee.

     

    


    
      
        
           


        

        
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    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to Holders.  The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

     

    If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in
aggregate principal amount of the Securities then outstanding may petition at
the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee.

     

    If
the Trustee fails to comply with Section 7.10, any Holder who has been a
bona fide Holder of a Security for at least six months may petition at the
expense of the Company any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

     

    Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.07 shall continue for the benefit of the
retiring Trustee.

     

    SECTION
7.09.  Successor Trustee by
Merger.  If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or
assets to, another corporation or banking association, the resulting, surviving
or transferee corporation or banking association without any further act shall
be the successor Trustee.

     

    In
case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any
such successor to the Trustee may authenticate such Securities either in the
name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Securities or in this Indenture provided that the
certificate of the Trustee shall have.

     

    SECTION
7.10.  Eligibility;
Disqualification.  The Trustee shall at all times satisfy the
requirements of TIA § 310(a).  The Trustee shall have (or, in the
case of a corporation included in a bank holding company system, the related
bank holding company shall have) a combined capital and surplus of at least
$50,000,000 as set forth in its (or its related bank holding company’s) most
recent published annual report of condition.  The Trustee shall comply
with TIA § 310(b), subject to the penultimate paragraph thereof; provided, however, that there
shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities or certificates

     

    


    
      
        
           


        

        
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    of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in
TIA § 310(b)(1) are met.

     

    SECTION
7.11.  Preferential Collection of
Claims Against Company.  The Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA
§ 311(b).  A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated.

     

    ARTICLE
VIII


     

    Discharge of Indenture;
Defeasance

     

    SECTION
8.01.  Discharge of Liability on
Securities; Defeasance.

     

    (a)  When
(i) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.07) for cancellation or
(ii) all outstanding Securities have become due and payable, whether at
maturity or as a result of the mailing of a notice of redemption pursuant to
Article III and the Company irrevocably deposits with the Trustee funds
sufficient to pay at maturity or upon redemption all outstanding Securities,
including interest thereon to maturity or such redemption date (other than
Securities replaced pursuant to Section 2.07), and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.01(c), cease to be of further
effect.  The Trustee shall acknowledge satisfaction and discharge of
this Indenture on demand of the Company accompanied by an Officers’ Certificate
and an Opinion of Counsel and at the cost and expense of the
Company.

     

    (b)
Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate
(i) all of its obligations under the Securities and this Indenture (“legal defeasance
option”) or (ii) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.14 and the
operation of Sections 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(i) and
6.01(j) (but, in the case of Sections 6.01(f) and (g), with respect only to
Significant Subsidiaries) and the limitations contained in
Section 5.01(a)(5) (“covenant defeasance
option”).  The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option.

     

    If
the Company exercises its legal defeasance option, payment of the Securities may
not be accelerated because of an Event of Default.  If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Sections 6.01(d)
(with respect to the covenants of Article IV identified in the immediately
preceding paragraph), 6.01(e), 6.01(f), 6.01(g), 6.01(h), 6.01(i) or 6.01(j)
(with respect only to Significant Subsidiaries in the case of Sections 6.01(f)
and 6.01(g)) or because of the failure of the Company to comply with the
limitations contained in Section 5.01(a)(5).  If the Company
exercises its legal defeasance option or its covenant defeasance option, the
Second Priority Lien, as it pertains to the Securities, will be released and
each Subsidiary Guarantor will be released from all its obligations under its
Subsidiary Guarantee, as it pertains to the Securities.

     

    


    
      
        
           


        

        
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    Upon
satisfaction of the conditions set forth herein and upon request of the Company,
the Trustee shall acknowledge in writing the discharge of those obligations that
the Company terminates.

     

    (c)
Notwithstanding clauses (a) and (b) above, the Company’s obligations in
Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall survive until
the Securities have been paid in full.  Thereafter, the Company’s
obligations in Sections 7.07 and 8.05 shall survive such satisfaction and
discharge.

     

    SECTION
8.02.  Conditions to
Defeasance.  The Company may exercise its legal defeasance
option or its covenant defeasance option only if:

     

    (a)
the Company irrevocably deposits in trust with the Trustee money or U.S.
Government Obligations for the payment of principal of and interest on the
Securities to maturity or redemption, as the case may be;

     

    (b)
the Company delivers to the Trustee a certificate from a nationally recognized
firm of independent certified public accountants expressing their opinion that
the payments of principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the Securities to
maturity or redemption, as the case may be;

     

    (c)
123 days pass after the deposit is made and during the 123-day period no Default
specified in Section 6.01(f) or 6.01(g) occurs with respect to the Company
or any other Person making such deposit which is continuing at the end of the
period;

     

    (d)
no Default or Event of Default has occurred and is continuing on the date of
such deposit and after giving effect thereto;

     

    (e)
such deposit does not constitute a default under any other agreement or
instrument binding on the Company;

     

    (f)
the Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of
1940;

     

    (g)
in the case of the legal defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that

     

    (1)
the Company has received from the Internal Revenue Service a ruling;
or

     

    (2)
since the date of this Indenture there has been a change in the applicable
Federal income tax law, to the effect, in either case, that, and based thereon
such Opinion of Counsel shall confirm that, the Holders will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the

     

    


    
      
        
           


        

        
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    same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred;

     

    (h)
in the case of the covenant defeasance option, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred; and

     

    (i)
the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Securities as contemplated by this Article VIII have been
complied with.

     

    Before
or after a deposit, the Company may make arrangements satisfactory to the
Trustee for the redemption of Securities at a future date in accordance with
Article III.

     

    SECTION
8.03.  Application of Trust
Money.  The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this
Article VIII.  It shall apply the deposited money and the money
from U.S. Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of and interest on the
Securities.

     

    SECTION
8.04.  Repayment to
Company.  The Trustee and the Paying Agent shall promptly turn
over to the Company upon request any excess money or securities held by them at
any time.

     

    Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall
pay to the Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years, and, thereafter,
Holders entitled to the money must look to the Company for payment as general
creditors.

     

    SECTION
8.05.  Indemnity for Government
Obligations.  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations.

     

    SECTION
8.06.  Reinstatement.  If
the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article VIII by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this
Article VIII until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with this
Article VIII; provided, however, that, if the
Company

     

    


    
      
        
           


        

        
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    has
made any payment of interest on or principal of any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

     

    ARTICLE
IX

     

    Amendments

     

    SECTION
9.01.  Without Consent of
Holders.  Without the consent of any Holders, the Company, when
authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee may
amend this Indenture or the Securities and, subject to any other consent
required under the terms of the applicable Second Priority Collateral Documents,
the Second Priority Collateral Documents, in each case without notice
to:

     

    (a)
cure any ambiguity, omission, defect or inconsistency;

     

    (b)
provide for the assumption by a successor corporation of the obligations of the
Company or any Subsidiary Guarantor under this Indenture or any Second Priority
Collateral Documents;

     

    (c)
provide for uncertificated Securities in addition to or in place of certificated
Securities; provided, however, that the
uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code;

     

    (d)
add additional Guarantees with respect to the Securities or release Subsidiary
Guarantors from Subsidiary Guarantees as provided by the terms of this Indenture
or the Subsidiary Guarantees;

     

    (e)
further secure the Securities (and if such security interest includes Liens on
Property of the Company, provide for releases of such Property on terms
comparable to the terms on which Collateral constituting Property of Subsidiary
Guarantors may be released), release any Collateral used, sold, transferred or
otherwise disposed of in accordance with the terms of the Second Priority
Collateral Documents and the Intercreditor Agreement, add to the covenants of
the Company or the Subsidiary Guarantors for the benefit of the Holders or
surrender any right or power herein conferred upon the Company;

     

    (f)
in the case of this Indenture, make any change that does not adversely affect
the rights of any Holder;

     

    (g)
make any change to the subordination provisions of a Subsidiary Guarantee or any
Second Priority Collateral Documents that would limit or terminate the benefits
available to any holder of Senior Obligations under such
provisions;

     

    (h)
make any change to comply with any requirements of the Commission in connection
with the qualification of this Indenture under the Trust Indenture Act;
or

     

    


    
      
        
           


        

        
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    (i)
conform the text of this Indenture or the Securities to any provision of the
“Description of Notes” contained in the Offering Memorandum.

     

    After
an amendment under this Section 9.01 becomes effective, the Company shall
mail to Holders a notice briefly describing such amendment.  The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this
Section 9.01.

     

    SECTION
9.02.  With
Consent of Holders.  (a)  The Company, when
authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee may
amend this Indenture or the Securities and, subject to any other consent
required under the terms of the applicable Second Priority Collateral Documents,
the Second Priority Collateral Documents, and (subject as aforesaid) waive any
past default or compliance with any provisions (except, in the case of this
Indenture, as provided in Section 6.04), with the consent of the Holders of
at least a majority in aggregate principal amount of the Securities then
outstanding (including consents obtained in connection with a tender offer or
exchange offer for the Securities).  However, without the consent of
each Holder affected thereby, an amendment may not:

     

    (1)
amend this Indenture to reduce the amount of Securities whose Holders are
required to consent to an amendment or waiver;

     

    (2)
amend this Indenture to reduce the rate of or extend the time for payment of
interest on any Security;

     

    (3)
amend this Indenture to reduce the principal of or extend the Stated Maturity of
any Security;

     

    (4)
amend this Indenture to make any Security payable in money other than that
stated in the Security;

     

    (5)
amend this Indenture or any Subsidiary Guarantee to impair the right of any
Holder to receive payment of principal of and interest on such Holder’s
Securities on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Securities or any
Subsidiary Guarantee (except as set forth in the Intercreditor
Agreement);

     

    (6)
amend this Indenture or any Subsidiary Guarantee to subordinate the Securities
or any Subsidiary Guarantee to any other obligation of the Company or the
applicable Subsidiary Guarantor (except in the case of the Second Priority
Subsidiary Guarantee Agreement, as permitted by paragraph (b)
below);

     

    (7)
amend this Indenture to reduce the premium payable upon the redemption of any
Security or change the time at which any Security may be redeemed in accordance
with Article III;

     

    


    
      
        
           


        

        
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    (8)
amend this Indenture to reduce the premium payable upon a Change of Control or,
at any time after a Change of Control has occurred, amend the definition of
“Change of Control” or change the time at which any Change of Control Offer
relating thereto must be made or at which the Securities must be repurchased
pursuant to such Change of Control Offer; or

     

    (9)
at any time after the Company is obligated to make a Prepayment Offer with the
Excess Proceeds from Asset Sales, amend this Indenture to change the time at
which such Prepayment Offer must be made or at which the Securities must be
repurchased pursuant thereto.

     

    (b)
Without limiting the foregoing, the Holders will be deemed to have consented for
purposes of the Second Priority Collateral Documents (including for purposes of
determining actions of the Second Priority Instructing Group) to (i) any
amendment, waiver or other modification (including any consent thereunder) of
the Second Priority Collateral Documents (including any annexes, exhibits or
schedules thereto) that would not be adverse to the Holders in any material
respect, as reasonably determined by the Board of Directors (as evidenced by a
Board Resolution), and (ii) to any of the following amendments, waivers and
other modifications to the Second Priority Collateral Documents (the “Second Priority Collateral
Documents Amendments”):

     

    (1)
an amendment to the Intercreditor Agreement to modify the restriction on changes
to Second Priority Collateral Documents and Second Priority Debt Documents
without the consent of holders of Senior Obligations or their representatives
(but without modifying any provisions relating to consent of Holders or other
Second Priority Debt to various actions);

     

    (2)
to the extent such amendment, waiver or modification relates to the amount
(including amounts of Senior Obligations and Second Priority Debt) or the terms
of Debt (including as reflected in related definitions such as “Replacement
Second Priority Debt”) that may be secured by Liens on the Collateral, as may be
consented to by the Senior Collateral Agent or the Senior Secured Parties in
accordance with the terms of the Intercreditor Agreement or the applicable
Second Priority Collateral Document (but without limiting any of the restrictive
covenants and related definitions contained in this Indenture);

     

    (3)
an amendment to the Second Priority Subsidiary Guarantee Agreement to
subordinate, on comparable terms to those provided therein with respect to
Senior Loan Obligations, the obligations of the Subsidiary Guarantors under the
Second Priority Subsidiary Guarantee Agreement to the prior payment when due of
the guarantees by such Subsidiary Guarantor of any Additional Senior Debt; provided that such
amendment applies equally with respect to all Second Priority Debt;

     

    


    
      
        
           


        

        
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    (4)
an amendment to the Second Priority Collateral Documents to provide for a class
of Secured Obligations having rights in respect of the Collateral that are
subordinated to the Second Priority Debt Obligations to at least the same extent
that the Second Priority Debt Obligations are subordinated to the Senior
Obligations, as reasonably determined by the Board of Directors (as evidenced by
a Board Resolution); provided that
(A) such Debt is not secured by Liens on any assets other than Collateral
and (B) to the extent such Secured Obligations represent Debt of a
Subsidiary of the Company, such Subsidiary is a Subsidiary Guarantor and such
Debt is subordinated to the prior payment of the Second Priority Debt Obligation
to at least the same extent as the Subsidiary Guarantees are subordinated to the
Senior Obligations (determined as aforesaid);

     

    (5)
an amendment to the Intercreditor Agreement to provide, on comparable terms to
those provided therein with respect to Senior Obligations, the lenders under any
Senior Obligations (including Additional Senior Debt Obligations) with rights
and remedies with respect to the Collateral, including the rights to
distributions of proceeds of Collateral and rights to control all remedies or
other activities related to the Collateral so long as any Senior Obligations
remain outstanding, comparable to those provided therein with respect to the
Senior Loan Obligations; provided that
(A) the holders of Senior Obligations and their representatives have
obligations to holders of Second Priority Debt and their representatives
comparable to the obligation of holders of Senior Loan Obligations and their
representatives provided therein and (B) such amendment applies equally
with respect to all Second Priority Debt;

     

    (6)
an amendment to the Intercreditor Agreement to change the conditions that must
be satisfied in order for a representative of additional Debt to become a party
to the Intercreditor Agreement; provided that
(A) such amendment is consented to by the Senior Collateral Agent in
accordance with the terms of the Intercreditor Agreement, (B) the
conditions continue to require a representative of such holders on behalf of
such holders to become a party to the Intercreditor Agreement, (C) such
amendment applies equally with respect to all Second Priority Debt, (D) the
ability of the Second Priority Collateral Trustee and the holders of Second
Priority Debt and their representatives to enforce their rights under the
Intercreditor Agreement are not adversely affected in any material respect by
such amendment and (E) the Lien on the Collateral securing the Subsidiary
Guarantees of the Securities will not be impaired (other than the addition of
new Secured Obligations that will be secured by the Collateral) as a result of
implementation of such amendment;

     

    (7)
an amendment, waiver or modification to the Second Priority Collateral Documents
to effectuate (A) (i) the release of assets included in the Collateral from
the Liens securing the Securities (I) if all other Liens on those assets
securing the Senior Obligations (including all

     

    


    
      
        
           


        

        
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    commitments
thereunder) are released, (II) if the Company or a Subsidiary of the
Company provides substitute Collateral for all or a portion of those assets with
at least an equivalent fair value, as determined in good faith by the Board of
Directors (as evidenced by a Board Resolution) or (III) if those assets are
owned by a Subsidiary that is a Subsidiary Guarantor and that Subsidiary
Guarantor is released from its Subsidiary Guarantee; provided that in the
case of each of clauses (I)-(III) after giving effect to the release there
remains no Lien on such assets securing any Secured Obligations or (ii) the
release of the Subsidiary Guarantee of a Subsidiary Guarantor of the Securities
upon such Subsidiary Guarantor ceasing to Guarantee or be an obligor in respect
of, or to pledge any of its assets to secure, any Senior Obligations; provided that after
giving effect to the release the Subsidiary Guarantor ceases to Guarantee or be
an obligor in respect of, or to pledge its assets to secure, any Secured
Obligations and provided, in the case
of both (i) and (ii), that after giving effect to the release, at least
$300 million in aggregate principal amount of Senior Obligations that are Credit
Facilities will remain outstanding or (B) a release of Collateral or a
Subsidiary Guarantee of a Subsidiary Guarantor otherwise in accordance with the
terms of this Indenture and the Second Priority Collateral
Documents;

     

    (8)
with respect to any amendment, waiver or modification agreed to by the Senior
Collateral Agent or the holders of the Senior Obligations under any provision of
any Senior Collateral Documents (including the Intercreditor Agreement), a
comparable amendment, waiver or modification to the comparable provision of the
comparable Second Priority Collateral Document (including the Intercreditor
Agreement); provided that such
amendment, waiver or modification applies equally with respect to all Second
Priority Debt;

     

    (9)
upon request of the Company without consent of any Holders unless, within 20
Business Days after written notice of the proposed amendment, waiver or
modification is mailed to the Trustee and Holders, 25% in interest of the
Holders delivers to the Trustee written objection thereto;

     

    (10)
with the written consent of the Holders of at least a majority of the aggregate
principal amount of the Securities then outstanding pursuant to
Section 9.02(a); or

     

    (11)
an amendment, waiver or modification permitted pursuant to
Section 9.01.

     

    At
the request of the Company, the Trustee shall execute and deliver any documents,
instructions or instruments evidencing such deemed consent of the Holders. The
Trustee, in its capacity as Second Priority Representative to Holders, shall
take such action under the Second Priority Collateral Documents as may be
reasonably requested

     

    


    
      
        
           


        

        
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    by
the Company to give effect to any such amendment, waiver or modification.
Notwithstanding the foregoing, no such consent or deemed consent shall be deemed
or construed to represent an amendment or waiver, in whole or in part, of any
provision of this Indenture or the Securities.

     

    The
foregoing shall not limit the right of the Company to amend, waive or otherwise
modify the Second Priority Collateral Documents in accordance with their
terms.

     

    (c)
In addition and without limiting the foregoing, (x) Collateral securing a
Subsidiary Guarantee of the Securities or (y) a Subsidiary Guarantee of the
Securities provided by a Subsidiary Guarantor may be released only in respect of
the Securities:

     

    (i) upon
request of the Company without consent of any Holder unless, within 20 Business
Days after written notice of the proposed release of such (1) Collateral
from the Liens securing Subsidiary Guarantees of the Securities or
(2) Subsidiary Guarantor, as the case may be, is mailed to the Trustee and
the Holders, Holders of 25% of the outstanding principal amount of Securities
deliver to the Company a written objection to such release; or

     

    (ii) with
the written consent of the Holders of at least a majority of the aggregate
principal amount of the Securities then outstanding.

     

    Under
the circumstances described in clauses (i) and (ii) above, Holders shall also be
deemed to have consented to such release for purposes of any consent required
under the Second Priority Collateral Documents (including for purposes of
determining actions of the Second Priority Instructing Group).

     

    At
the request of the Company, the Trustee shall execute and deliver any documents,
instructions or instruments evidencing the consent of the Holders to such
release.  The Trustee, in its capacity as Second Priority
Representative for Holders, shall take such action under the Second Priority
Collateral Documents or otherwise as may be reasonably requested by the Company
to give effect to any such release.

     

    The
consent of the Holders of the Securities is not necessary to approve the
particular form of any proposed amendment.  It shall be sufficient if
such consent approves the substance of the proposed amendment.

     

    After
an amendment under this Section becomes effective, the Company shall mail to
each Holder at such Holder’s address appearing in the Security Register a notice
briefly describing such amendment.  The failure to give such notice to
all Holders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section.

     

    SECTION
9.03.  Compliance with Trust
Indenture Act.  Every amendment to this Indenture or the
Securities shall comply with the TIA as then in effect.

     

    


    
      
        
           


        

        
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    SECTION
9.04.  Revocation and Effect of
Consents and Waivers.  A consent to an amendment or a waiver by
a Holder of a Security shall bind the Holder and every subsequent Holder of that
Security or portion of the Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent or waiver is not
made on the Security.  However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder’s Security or portion of the
Security if the Trustee receives the notice of revocation before the date the
amendment or waiver becomes effective.  After an amendment or waiver
becomes effective, it shall bind every Holder.  An amendment or waiver
becomes effective upon the execution of such amendment or waiver by the
Trustee.

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date.  No such consent shall be valid or effective for
more than 120 days after such record date.

     

    SECTION
9.05.  Notation on or Exchange of
Securities.  If an amendment changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver such Security to
the Trustee.  The Trustee may place an appropriate notation on the
Security regarding the changed terms and return such Security to the
Holder.  Alternatively, if the Company or the Trustee so determines,
the Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.  Failure
to make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.

     

    SECTION
9.06.  Trustee To Sign
Amendments.  The Trustee shall sign any amendment or release
authorized pursuant to this Article IX if the amendment or release does not
adversely affect the rights, duties, liabilities or immunities of the
Trustee.  If such amendment or release does adversely affect the
rights, duties, liabilities or immunities of the Trustee, the Trustee may but
need not sign it.  In signing such amendment or release the Trustee
shall be entitled to receive indemnity reasonably satisfactory to it and to
receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers’ Certificate and an Opinion of Counsel stating that such
amendment or release is authorized or permitted by this Indenture.

     

    SECTION
9.07.  Payment for
Consent.  Neither the Company nor any Affiliate of the Company
shall, directly or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any Holder for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Securities unless such consideration is offered to be
paid to all Holders that so consent, waive or agree to amend in the time frame
set forth in solicitation documents relating to such consent, waiver or
agreement.

     

    


    
      
        
           


        

        
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    ARTICLE
X

     

    Collateral

     

    SECTION
10.01.  Authorization of Actions to
Be Taken.  (a)Each Holder of Securities, by its acceptance
thereof, consents and agrees to the terms of each Collateral Document, as
originally in effect and as amended, supplemented or replaced from time to time
in accordance with its terms or the terms of this Indenture, authorizes and
directs the Trustee to enter into the Collateral Documents to which it is a
party, authorizes and empowers the Trustee and (through the Senior Lien
Intercreditor Agreement and the Intercreditor Agreement) the Second Priority
Collateral Trustee to bind the Holders of the Securities and other holders of
Second Priority Debt Obligations as set forth in the Collateral Documents to
which they are a party and to perform its obligations and exercise its rights
and powers thereunder, including entering into amendments permitted by the terms
of this Indenture or the Second Priority Collateral Documents.

     

    (b)
The Trustee is authorized and empowered to receive for the benefit of the
Holders of Securities any funds collected or distributed to the Trustee under
the Collateral Documents to which the Trustee is a party and, subject to the
terms of the Collateral Documents, to make further distributions of such funds
to the Holders of Securities according to the provisions of this
Indenture.

     

    Subject
to the Intercreditor Agreement and at the Company’s sole cost and expense, the
Trustee is authorized and empowered to institute and maintain, or direct the
Second Priority Collateral Trustee to institute and maintain, such suits and
proceedings as it may deem reasonably expedient to protect or enforce the Second
Priority Liens or the Second Priority Collateral Documents to which the Second
Priority Collateral Trustee or Trustee is a party or to prevent any impairment
of Collateral by any acts that may be unlawful or in violation of the Second
Priority Collateral Documents or this Indenture, and such suits and proceedings
as the Trustee may deem reasonably expedient, at the Company’s sole cost and
expense, to preserve or protect its interests and the interests of the Holders
of Securities in the Collateral, including power to institute and maintain suits
or proceedings to restrain the enforcement of or compliance with any legislative
or other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of Holders or the Trustee.

     

    ARTICLE
XI

     

    Miscellaneous

     

    SECTION
11.01.  Trust Indenture Act
Controls.  If any provision of this Indenture limits, qualifies
or conflicts with another provision that is required to be included in this
Indenture by the TIA, the required provision shall control.

     

    


    
      
        
           


        

        
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    SECTION
11.02.  Notices.  Any
notice or communication shall be in writing and delivered in person or mailed by
first-class mail or sent by facsimile (with a hard copy delivered in person or
by mail promptly thereafter) and addressed as follows:

     

    if
to the Company:


     

    Rite
Aid Corporation

    30
Hunter Lane

    Camp
Hill, Pennsylvania 17011

    facsimile:
717-760-7867

     

    Attention
of:  Marc A Strassler, Esq.

     

    if
to the Trustee:

     

    The
Bank of New York Mellon Trust Company, N.A.

    2
North LaSalle Street, Suite 1020

    Chicago,
IL 60602

    facsimile:
312-827-8542


     

    Attention
of:  Corporate Trust Administration

     

    The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

     

    Any
notice or communication mailed to a Holder shall be mailed to the Holder at the
Holder’s address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time
prescribed.

     

    Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.  If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

     

    SECTION
11.03.  Communication by Holders
with Other Holders.  Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this
Indenture or the Securities.  The Company, the Trustee, the Registrar
and anyone else shall have the protection of TIA § 312(c).

     

    SECTION
11.04.  Certificate and Opinion as
to Conditions Precedent.  Upon any request or application by
the Company to the Trustee to take or refrain from taking any action under this
Indenture, the Company shall furnish to the Trustee:

     

    (1)
an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with; and

     

    


    
      
        
           


        

        
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    (2)
except in the case of Section 3.01 under which an opinion will not be
required, an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with; provided, however, that with
respect to matters of fact an Opinion of Counsel may rely on an Officers’
Certificate or certificates of public officials.

     

    SECTION
11.05.  Statements Required in
Certificate or Opinion.  Each certificate with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

     

    (1)
a statement that the individual making such certificate has read such covenant
or condition;

     

    (2)
a brief statement as to the nature and scope of the examination or investigation
upon which the statements contained in such certificate are based;

     

    (3)
a statement that, in the opinion of such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     

    (4)
a statement as to whether or not, in the opinion of such individual, such
covenant or condition has been complied with,

     

    Each
opinion with respect to compliance with a covenant or condition provided for in
this Indenture shall be in form and substance reasonably satisfactory to the
party requesting such opinion and the party giving such opinion.

     

    SECTION
11.06.  When
Securities Disregarded.  In determining whether the Holders of
the required principal amount of Securities have concurred in any direction,
waiver or consent, Securities owned by the Company or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
that the Trustee knows are so owned shall be so disregarded.  Also,
subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

     

    SECTION
11.07.  Rules by Trustee, Paying
Agent and Registrar.  The Trustee may make reasonable rules for
action by or a meeting of Holders.  The Registrar and the Paying Agent
or co-registrar may make reasonable rules for their functions.

     

    SECTION
11.08.  Legal
Holidays.  A “Legal Holiday” is a Saturday, a Sunday or a day
on which banking institutions are not required to be open in the State of New
York.  If a payment date is a Legal Holiday, payment shall be made on
the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the

     

    


    
      
        
           


        

        
          91

          
            

          

        

        
           


        

      

    

     

     

    intervening
period.  If a regular record date is a Legal Holiday, the record date
shall not be affected.

     

    SECTION
11.09.  Governing
Law.  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.

     

    SECTION
11.10.  No
Recourse Against Others.  A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each Holder shall waive and
release all such liability.  The waiver and release shall be part of
the consideration for the issue of the Securities.

     

    SECTION
11.11.  Successors.  All
agreements of the Company in this Indenture and the Securities shall bind its
successors.  All agreements of the Trustee in this Indenture shall
bind its successors.

     

    SECTION
11.12.  Multiple
Originals.  The parties may sign any number of copies of this
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.  One signed copy is enough to
prove this Indenture.

     

    SECTION
11.13.  Table of Contents;
Headings.  The table of contents, cross-reference sheet and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions
hereof.

     

    SECTION
11.14.  Waiver of Jury
Trial.  EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

     

    SECTION
11.15.  Force
Majeure.  In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the
circumstances.

     

    


    
      
        
           


        

        
          92

          
            

          

        

        
           


        

      

    

     

     

    IN
WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as
of the date first written above.

     

    
      
        
           

          
            
              
                	 
      	
                        RITE
      AID CORPORATION,

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By

                      	
                        /s/
      Marc A. Strassler

                      	 
      
	 	 	
                        Name:   Marc A.
      Strassler

                      	 
	 	 	Title:      Executive
      Vice President, 

                        
                                       Secretary
      and General Counsel

                        

                      	 
	 	 	 	 


              

               

              
                	 
      	
                        EACH
      OF THE SUBSIDIARY

                      
	 
      	
                        GUARANTORS
      LISTED ON SCHEDULE

                      
	 
      	
                        A
      HERETO,

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        By

                      	
                        /s/
      Marc A. Strassler

                      	 
      
	 	 	
                        Name:   Marc A.
      Strassler

                        Title:      Authorized
      Person

                      	 


              

            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
 

            
              	 
      	
                      THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Trustee,

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By

                    	
                      /s/
      D.G. Donovan

                    	 
      
	 	 	
                      Name:  
      D.G. Donovan

                    	 
	 	 	
                      Title:    
      Vice President

                    	 


               

              	 
      	
                         

                    	
                       

                    
	 
      	
                         

                    	
                       

                    


            

          

        

      

       

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE A

     

    Subsidiary
Guarantors

     

    Corporations

     

    Thrifty
PayLess, Inc.

    Rite
Aid of Vermont, Inc

    Rite
Aid of Ohio, Inc.

    Rite
Aid of Maine, Inc.

    Rite
Aid of West Virginia, Inc.

    The
Lane Drug Company

    3581
Carter Hill Road - Montgomery Corp.

    4042
Warrensville Center Road - Warrensville Ohio, Inc.

    5277
Associates, Inc.

    537
Elm Street Corp.

    5600
Superior Properties, Inc.

    657-659
Broad St. Corp.

    Apex
Drug Stores, Inc.

    Broadview
and Wallings - Broadview Heights Ohio, Inc.

    Eagle
Managed Care Corp.

    England
Street-Asheland Corporation

    GDF,
Inc.

    Harco,
Inc.

    K&B
Alabama Corporation

    K&B
Louisiana Corporation

    K&B
Mississippi Corporation

    K&B
Services, Incorporated

    K&B
Tennessee Corporation

    K&B
Texas Corporation

    K&B,
Incorporated

    Keystone
Centers, Inc.

    Lakehurst
and Broadway Corporation

    Patton
Drive and Navy Boulevard Property Corporation

    PDS-1
Michigan, Inc.

    Perry
Distributors, Inc.

    Perry
Drug Stores, Inc.

    Ram-Utica,
Inc.

    RDS
Detroit, Inc.

    READ’s
Inc.

    Rite
Aid Drug Palace, Inc.

    Rite
Aid Hdqtrs. Corp

    Rite
Aid Hdqtrs. Funding, Inc.

    Rite
Aid of Alabama, Inc.

    Rite
Aid of Connecticut, Inc.

    Rite
Aid of Delaware, Inc.

    Rite
Aid of Florida, Inc.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Rite
Aid of Georgia, Inc.

    Rite
Aid of Illinois, Inc.

    Rite
Aid of Indiana, Inc.

    Rite
Aid of Kentucky, Inc.

    Rite
Aid of Maryland, Inc.

    Rite
Aid of Massachusetts, Inc.

    Rite
Aid of Michigan, Inc.

    Rite
Aid of New Hampshire, Inc.

    Rite
Aid of New Jersey, Inc.

    Rite
Aid of New York, Inc.

    Rite
Aid of North Carolina, Inc.

    Rite
Aid of Pennsylvania, Inc.

    Rite
Aid of South Carolina, Inc.

    Rite
Aid of Tennessee, Inc.

    Rite
Aid of Virginia, Inc.

    Rite
Aid of Washington, D.C., Inc.

    Rite
Aid Realty Corp.

    Rite
Aid Rome Distribution Center, Inc.

    Rite
Aid Transport, Inc.

    Rite
Fund, Inc.

    Rite
Investments Corp.

    Rite
Aid Online Store, Inc.

    Rite
Aid Payroll Management, Inc.

    Rx
Choice, Inc.

    Thrifty
Corporation

    Brooks
Pharmacy, Inc.

    Eckerd
Corporation

    EDC
Licensing, Inc.

    Genovese
Drug Stores, Inc.

    JCG
Holdings (USA), Inc.

    Maxi
Drug North, Inc.

    Maxi
Drug, Inc.

    P.J.C.
Distribution, Inc.

    P.J.C.
Reality Co., Inc.

    PJC
Lease Holdings, Inc.

    PJC
Special Realty Holdings, Inc.

    The
Jean Coutu Group (PJC) USA, Inc.

    Thrift
Drug Services, Inc.

    Thrift
Drug, Inc.

    Eckerd
Fleet, Inc.

    PJC
of Massachusetts, Inc.

    PJC
Realty MA, Inc.

    EDC
Drug Stores, Inc.

    MC
Woonsocket, Inc.

    PJC
of Cranston, Inc.

    PJC
of East Providence, Inc.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    PJC
of Rhode Island, Inc.

    P.J.C.
of West Warwick, Inc.

    Maxi
Green Inc.

    PJC
of Vermont, Inc.

     

    Limited Liability
Companies

     

    764
South Broadway - Geneva, Ohio, LLC

    Eighth
and Water Streets - Urichsville, Ohio, LLC

    Gettysburg
and Hoover-Dayton, Ohio, LLC

    Mayfield
& Chillicothe Roads - Chesterland, LLC

    Munson
& Andrews, LLC

    Silver
Springs Road - Baltimore, Maryland/One, LLC

    Silver
Springs Road - Baltimore, Maryland/Two, LLC

    State
Street and Hill Road-Gerard, Ohio, LLC

    112
Burleigh Avenue Norfolk, LLC

    1515
West State Street Boise, Idaho, LLC

    1740
Associates, L.L.C.

    Ann
& Government Streets - Mobile, Alabama, LLC

    Central
Avenue and Main Street - Petal, MS, LLC

    Fairground,
L.L.C.

    Name
Rite, L.L.C.

    Northline
& Dix - Toledo - Southgate, LLC

    Paw
Paw Lake Road & Paw Paw Avenue - Coloma, Michigan, LLC

    Seven
Mile and Evergreen - Detroit, LLC

    State
& Fortification Streets - Jackson, Mississippi, LLC

    Tyler
and Sanders Roads, Birmingham - Alabama, LLC

    Rite
Aid Services, L.L.C.

    JCG
(PJC) USA, LLC

    PJC
Dorchester Realty LLC

    PJC
East Lyme Realty LLC

    PJC
Haverhill Realty LLC

    PJC
Hermitage Realty LLC

    PJC
Hyde Park Realty LLC

    PJC
Manchester Realty LLC

    PJC
Mansfield Realty LLC

    PJC
New London Realty LLC

    PJC
Peterborough Realty LLC

    PJC
Providence Realty LLC

    PJC
Realty N.E. LLC

    PJC
Revere Realty LLC

     

    Limited
Partnerships

     

    Maxi
Drug South, L.P.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    APPENDIX
A

     

    


    FOR
OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO RULE 144A, TO CERTAIN
PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S AND, SUBJECT TO THE
APPLICABLE PURCHASE AGREEMENT, TO INSTITUTIONAL ACCREDITED
INVESTORS.

     

    PROVISIONS RELATING TO
INITIAL SECURITIES

    AND EXCHANGE
SECURITIES

     

    1.
Definitions

     

    1.1  Definitions

     

    For
the purposes of this Appendix A the following terms shall have the meanings
indicated below:

     

    “Additional
Interest” has the meaning specified in Section 3 of the Registration Rights
Agreement.

     

    “Definitive
Security” means a certificated Initial Security or Exchange Security or Private
Exchange Security bearing, if required, the restricted securities legend set
forth in Section 2.3(c).

     

    “Depository”
means The Depository Trust Company, its nominees and their respective
successors.

     

    “Exchange
Securities” means the 10.250% Senior Secured Notes due 2019 to be issued
pursuant to this Indenture in connection with a Registered Exchange Offer
pursuant to a Registration Rights Agreement.

     

    “IAI”
means an institutional “accredited investor” as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

     

    “Initial
Purchasers” means Citigroup Global Markets Inc., Well Fargo Securities, LLC,
Banc of America Securities LLC and Goldman, Sachs & Co.

     

    “Initial
Securities” means the 10.250% Senior Secured Notes due 2019, to be issued from
time to time, in one or more series as provided for in this
Indenture.

     

    “Original
Securities” means Initial Securities in the aggregate principal amount of
$270,000,000 issued on October 26, 2009.

     

    “Private
Exchange” means the offer by the Company, pursuant to Section 1 of the
Registration Rights Agreement, or pursuant to any similar provision of any other
Registration Rights Agreement, to issue and deliver to certain purchasers, in
exchange for

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    the
Initial Securities held by such purchasers as part of their initial
distribution, a like aggregate principal amount of Private Exchange
Securities.

     

    “Private
Exchange Securities” means the 10.250% Senior Secured Notes due 2019 to be
issued pursuant to this Indenture in connection with a Private Exchange pursuant
to a Registration Rights Agreement.

     

    “Purchase
Agreement” means the Purchase Agreement dated October 19, 2009, among the
Company, the Subsidiary Guarantors named therein and the Initial Purchasers
relating to the Original Securities, or any similar agreement relating to any
future sale of Initial Securities by the Company.

     

    “QIB”
means a “qualified institutional buyer” as defined in Rule 144A.

     

    “Registered
Exchange Offer” means the offer by the Company, pursuant to a Registration
Rights Agreement, to certain Holders of Initial Securities, to issue and deliver
to such Holders, in exchange for the Initial Securities, a like aggregate
principal amount of Exchange Securities registered under the Securities
Act.

     

    “Registration
Rights Agreement” means the Exchange and Registration Rights Agreement dated
October 26, 2009, among the Company and the Initial Purchasers relating to the
Original Securities, or any similar agreement relating to any additional Initial
Securities.

     

    “Rule
144A Securities” means all Initial Securities offered and sold to QIBs in
reliance on Rule 144A.

     

    “Securities”
means the Initial Securities and the Exchange Securities, treated as a single
class.

     

    “Securities
Act” means the Securities Act of 1933, as amended.

     

    “Securities
Custodian” means the custodian with respect to a Global Security (as appointed
by the Depository) or any successor person thereto, who shall initially be the
Trustee.

     

    “Shelf
Registration Statement” means a registration statement issued by the Company in
connection with the offer and sale of Initial Securities or Private Exchange
Securities pursuant to the Registration Rights Agreement.

     

    “Transfer
Restricted Securities” means Definitive Securities and any other Securities that
bear or are required to bear the legend set forth in Section 2.3(c)
hereto.

     

    1.2  Other
Definitions

     

    


    
      	
              Term

            	
              Defined
      in

              Section:

               

            
	
              “Agent
      Members”

            	
              2.1(b)

            


    

    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


    
      	
              Term

            	
              Defined
      in

              Section:

               

            
	
              “Global
      Security”

            	
              2.1(a)

            
	
              “IAI
      Global Security”

            	
              2.1(a)

            
	
              “Regulation
      S”

            	
              2.1

            
	
              “Regulation
      S Global Security”

            	
              2.1(a)

            
	
              “Rule
      144A”

            	
              2.1

            
	
              “Rule
      144A Global Security”

            	
              2.1(a)

            


    

    


    2.   The
Securities

     

    2.1  Form and
Dating

     

    The
Initial Securities will be offered and sold by the Company, from time to time,
pursuant to one or more Purchase Agreements.  The Initial Securities
will be resold initially only to QIBs in reliance on Rule 144A under the
Securities Act (“Rule 144A”) and in reliance on Regulation S under the
Securities Act (“Regulation S”).  Initial Securities may thereafter be
transferred to, among others, QIBs, purchasers in reliance on Regulation S and
IAIs under Rule 501(a)(1), (2), (3) or (7) under the Securities Act,
subject to the restrictions on transfer set forth herein.

     

    (a)  Global
Securities.  Initial Securities initially resold pursuant to
Rule 144A shall be issued initially in the form of one or more permanent
global Securities in definitive, fully registered form (collectively, the
“Rule 144A Global Security”), Initial Securities initially resold pursuant
to Regulation S shall be issued initially in the form of one or more global
securities (collectively, the “Regulation S Global Security”) and, subject to
Section 2.4 hereof, Initial Securities transferred subsequent to the
initial resale thereof to IAIs shall be issued initially in the form of one or
more permanent global securities in definitive, fully registered form
(collectively, the “IAI Global Security”), in each case without interest coupons
and with the global securities legend and restricted securities legend set forth
in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the
Initial Securities represented thereby with the Securities Custodian, and
registered in the name of the Depository or a nominee of the Depository, duly
executed by the Company and authenticated by the Trustee as provided in this
Indenture.  The Rule 144A Global Security, IAI Global Security,
and Regulation S Global Security are collectively referred to herein as
“Global Securities.”  The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee as hereinafter
provided.

     

    (b)  Book-Entry
Provisions.  This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depository.

     

    The
Company shall execute and the Trustee shall, in accordance with this
Section 2.1(b) and pursuant to an order of the Company, authenticate and
deliver initially one or more Global Securities that (a) shall be
registered in the name of the Depository for such Global Security or Global
Securities or the nominee of such Depository and

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

     

    (b) shall
be delivered by the Trustee to such Depository or pursuant to such Depository’s
instructions or held by the Trustee as Securities Custodian.

     

    Members
of, or participants in, the Depository (“Agent Members”) shall have no rights
under this Indenture with respect to any Global Security held on their behalf by
the Depository or by the Trustee as Securities Custodian or under such Global
Security, and the Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever.  Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depository or impair, as between the
Depository and its Agent Members, the operation of customary practices of such
Depository governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

     

    (c)  Definitive
Securities.  Except as provided in Section 2.3 or 2.4, owners
of beneficial interests in Global Securities will not be entitled to receive
physical delivery of Definitive Securities.

     

    2.2  Authentication.  The
Trustee shall authenticate and deliver:  (1) Original Securities
for original issue in an aggregate principal amount of $270,000,000,
(2) additional Initial Securities, if and when issued, in an unlimited
aggregate principal amount, and (3) the Exchange Securities or Private
Exchange Securities for issue only in a Registered Exchange Offer or
a Private Exchange, respectively, pursuant to a Registration Rights
Agreement, for a like principal amount of Initial Securities or Private Exchange
Securities, as applicable, upon a written order of the Company signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company.  Such order shall specify the amount of the
Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and whether the Securities are to be Initial
Securities or Exchange Securities.

     

    2.3  Transfer and
Exchange.  (a)  Transfer and Exchange of
Definitive Securities.  When Definitive Securities are
presented to the Registrar or a co-registrar with a request:

     

    (x) 
to register the transfer of such Definitive Securities; or

     

    (y)  to
exchange such Definitive Securities for an equal principal amount of Definitive
Securities of other authorized denominations,

     

    the
Registrar or co-registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are met; provided, however, that the
Definitive Securities surrendered for transfer or exchange:

     

    (i)  shall
be duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar or co-registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing;
and

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


     

    (ii)  if
such Definitive Securities bear a restricted securities legend, they are being
transferred or exchanged pursuant to an effective registration statement under
the Securities Act or pursuant to clause (A), (B) or (C) below, and are
accompanied by the following additional information and documents, as
applicable:

     

    (A)  if
such Definitive Securities are being delivered to the Registrar by a Holder for
registration in the name of such Holder, without transfer, a certification from
such Holder to that effect; or

     

    (B)  if
such Definitive Securities are being transferred to the Company, a certification
to that effect; or

     

    (C)  if
such Definitive Securities are being transferred pursuant to an exemption from
registration in accordance with Rule 144 under the Securities Act or in
reliance upon another exemption from the registration requirements of the
Securities Act, (i) a certification to that effect (in the form set forth
on the reverse of the Initial Security) and (ii) if the Company so requests
as provided in the form set forth on the reverse of the Initial Security, an
opinion of counsel or other evidence reasonably satisfactory to it as to the
compliance with the restrictions set forth in the legend set forth in
Section 2.3(c)(i).

     

    (b)  Transfer and Exchange of
Global Securities.  (i)  The transfer and exchange of
Global Securities or beneficial interests therein shall be effected through the
Depository, in accordance with this Indenture (including applicable restrictions
on transfer set forth herein, if any) and the procedures of the Depository
therefor.  A transferor of a beneficial interest in a Global Security
shall deliver a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the
Depository to be credited with a beneficial interest in the Global Security, and
such account shall be credited in accordance with such instructions with a
beneficial interest in the Global Security, and the account of the Person making
the transfer shall be debited by an amount equal to the beneficial interest in
the Global Security being transferred.  In the case of a transfer of a
beneficial interest in a Global Security to an IAI, the transferee must furnish
a signed letter to the Trustee containing certain representations and agreements
in the form of Exhibit B hereto.

     

    (ii)  If
the proposed transfer is a transfer of a beneficial interest in one Global
Security to a beneficial interest in another Global Security, the Registrar
shall reflect on its books and records the date and an increase in the principal
amount of the Global Security to which such interest is being transferred in an
amount equal to the principal amount of the interest to be so transferred, and
the Registrar shall reflect on its books and records the date and a
corresponding decrease in the principal amount of the Global Security from which
such interest is being transferred.

     

    (iii)  Notwithstanding
any other provisions of this Appendix A (other than the provisions set forth in
Section 2.4), a Global Security may not be transferred as a whole except by
the Depository to a nominee of the Depository or by a nominee of
the

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

     

    Depository
to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such successor
Depository.

     

    (iv)  In
the event that a Global Security is exchanged for Definitive Securities pursuant
to Section 2.4 prior to the consummation of a Registered Exchange Offer or the
effectiveness of a Shelf Registration Statement with respect to such Securities,
such Securities may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Initial Securities
intended to ensure that such transfers comply with Rule 144A, Regulation S or
such other applicable exemption from registration under the Securities Act, as
the case may be) and such other procedures as may from time to time be adopted
by the Company.

     

    (c)  Legend.

     

    (i)  Except
as permitted by the following paragraphs (ii), (iii) and (iv), each
certificate evidencing the Global Securities and the Definitive Securities (and
all Securities issued in exchange therefor or in substitution thereof) shall
bear a legend in substantially the following form:

     

    “THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED (X) PRIOR TO ONE YEAR AFTER THE ISSUANCE HEREOF (OR
ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN
“AFFILIATE” (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF
SUCH  TRANSFER, IN EITHER CASE OTHER THAN (1) TO
THE  COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION (AS DEFINED
UNDER REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY
THE

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

     

    TRANSFEROR
ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT
IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND
A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED
BY THE TRANSFEREE TO THE COMPANY AND TRUSTEE, (5) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF
APPLICABLE) UNDER THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  AN
INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL
FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION
AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER BY IT OF THIS SECURITY
COMPLIES WITH THE FOREGOING RESTRICTIONS.  THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL
DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), THAT IT IS AN
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY
FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE
REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S
UNDER THE SECURITIES ACT.”

     

    Each
Definitive Security will also bear the following additional legend:

     

    “IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.”

     

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    (ii) 
Upon any sale or transfer of a Transfer Restricted Security (including any
Transfer Restricted Security represented by a Global Security) pursuant to Rule
144 under the Securities Act:

     

    (A)  in
the case of any Transfer Restricted Security that is a Definitive Security, the
Registrar shall permit the Holder thereof to exchange such Transfer Restricted
Security for a Security that does not bear the legends set forth above and
rescind any restriction on the transfer of such Transfer Restricted Security;
and

     

    (B)  in
the case of any Transfer Restricted Security that is represented by a Global
Security, the Registrar shall permit the Holder thereof to exchange such
Transfer Restricted Security for a Security that does not bear the legends set
forth above and rescind any restriction on the transfer of such Transfer
Restricted Security,

     

    in
either case, if the Holder certifies in writing to the Registrar that its
request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Initial
Security).

     

    (iii)  After
a transfer of any Initial Securities or Private Exchange Securities, as the case
may be, during the period of the effectiveness of a Shelf Registration Statement
with respect to such Initial Securities or Private Exchange Securities, all
requirements pertaining to restricted securities legends on such Initial
Security or such Private Exchange Security will cease to apply, and an Initial
Security or Private Exchange Security, as the case may be, in global form
without restricted security legends will be available to the transferee of the
beneficial interests of such Initial Securities or Private Exchange
Securities.  Upon the occurrence of any of the circumstances described
in this paragraph, the Company will deliver an Officers’ Certificate to the
Trustee instructing the Trustee to issue Securities without restricted security
legends.

     

    (iv)  Upon
the consummation of a Registered Exchange Offer with respect to the Initial
Securities pursuant to which certain Holders of such Initial Securities are
offered Exchange Securities in exchange for their Initial Securities, Exchange
Securities in global form without the restricted security legends will be
available to Holders or beneficial owners that exchange such Initial Securities
(or beneficial interests therein) in such Registered Exchange
Offer.  Upon the occurrence of any of the circumstances described in
this paragraph, the Company will deliver an Officers’ Certificate to the Trustee
instructing the Trustee to issue Securities without restricted security
legends.

     

    (d)  Cancellation or Adjustment
of Global Security.  At such time as all beneficial interests
in a Global Security have either been exchanged for Definitive Securities,
redeemed, repurchased or canceled, such Global Security shall be returned by the
Depository to the Trustee for cancellation or retained and canceled by the
Trustee.  At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for Definitive Securities, redeemed,
repurchased or canceled, the principal

     

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    amount
of Securities represented by such Global Security shall be reduced, and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such
reduction.

     

    (e)  Obligations with Respect to
Transfers and Exchanges of Securities.

     

    (i)  To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Definitive Securities and Global Securities at
the Registrar’s or co-registrar’s request.

     

    (ii)
No service charge shall be made for any registration of transfer or exchange,
but the Company or the Trustee may require payment of a sum sufficient to cover
any transfer tax, assessments, or similar governmental charge payable in
connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to
Sections 3.06, 4.06, 4.13 and 9.05 of this Indenture).

     

    (iii)  The
Registrar or co-registrar shall not be required to register the transfer of or
exchange of any Security for a period beginning 15 days before the mailing of a
notice of redemption or an offer to repurchase Securities or 15 days before an
interest payment date.

     

    (iv)  Prior
to the due presentation for registration of transfer of any Security, the
Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may
deem and treat the person in whose name a Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, the Trustee, the Paying
Agent, the Registrar or any co-registrar shall be affected by notice to the
contrary.

     

    (v)  All
Securities issued upon any transfer or exchange pursuant to the terms of this
Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Securities surrendered upon such transfer
or exchange.

     

    (f)  No Obligation of the
Trustee.

     

    (i)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Security, a member of, or a participant in the Depository or any other
Person with respect to the accuracy of the records of the Depository or its
nominee or of any participant or member thereof, with respect to any ownership
interest in the Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depository) of any
notice (including any notice of redemption or repurchase) or the payment of any
amount, under or with respect to such Securities.  All notices and
communications to be given to the Holders and all payments to be made to Holders
under the Securities shall be given or made only to the registered

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    Holders
(which shall be the Depository or its nominee in the case of a Global
Security).  The rights of beneficial owners in any Global Security
shall be exercised only through the Depository subject to the applicable rules
and procedures of the Depository.  The Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its members, participants and any beneficial owners.

     

    (ii)  The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any
Security (including any transfers between or among Depository participants,
members or beneficial owners in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

     

    2.4  Definitive
Securities

     

    (a)           A
Global Security deposited with the Depository or with the Trustee as Securities
Custodian pursuant to Section 2.1 shall be transferred to the beneficial
owners thereof in the form of Definitive Securities in an aggregate principal
amount equal to all or part of the principal amount of such Global Security, in
exchange for such Global Security, only if such transfer complies with
Section 2.3 and (i) the Depository notifies the Company that it is
unwilling or unable to continue as a Depository for such Global Security or if
at any time the Depository ceases to be a “clearing agency” registered under the
Exchange Act, and a successor Depository is not appointed by the Company within
90 days of such notice, or (ii) a Default or an Event of Default has
occurred and is continuing or (iii) the Company, in its sole discretion,
notifies the Trustee in writing that it elects to cause the issuance of
Definitive Securities under this Indenture.

     

    (b)  Any
Global Security that is transferable to the beneficial owners thereof pursuant
to this Section 2.4 shall be surrendered by the Depository to the Trustee,
to be so transferred, in whole or from time to time in part, without charge, and
the Trustee shall authenticate and deliver, upon such transfer of each portion
of such Global Security, an equal aggregate principal amount of Definitive
Securities of authorized denominations.  Definitive Securities issued
in exchange for any portion of a Global Security transferred pursuant to this
Section shall be executed, authenticated and delivered only in denominations of
$2,000 and any integral multiple of $1,000 in excess thereof and registered in
such names as the Depository shall direct.  Any Definitive Security
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.3(c), bear the restricted securities legend
set forth in Exhibit 1 hereto.

     

    (c)  The
registered Holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    interests
through Agent Members, to take any action that a Holder is entitled to take
under this Indenture or the Securities.

     

    (d)  In
the event of the occurrence of any of the events specified in
Section 2.4(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of Definitive Securities in
definitive, fully registered form without interest coupons.

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

     

    
 

    Exhibit
1 to Appendix A

     

    [FORM
OF FACE OF SECURITY]

     

    [Global
Securities Legend]

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     

    TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.

     

    [Restricted
Securities Legend]

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED (X) PRIOR TO ONE YEAR AFTER THE ISSUANCE HEREOF (OR
ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN
“AFFILIATE” (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF
SUCH  TRANSFER, IN EITHER CASE OTHER THAN (1) TO
THE  COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION
(AS

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    DEFINED
UNDER REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY
THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),
(4) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT (AS INDICATED BY
THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE
OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY
OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND TRUSTEE,
(5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR
(6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES.  AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING
THIS SECURITY AGREES THAT IT WILL FURNISH TO THE COMPANY AND THE TRUSTEE SUCH
CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM
THAT TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING
RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING FROM
A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY
PREDECESSOR SECURITY), THAT IT IS AN INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND
NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN
THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i)
OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.

     

    [Definitive
Securities Legend]

     

    IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    [FORM
OF FACE OF INITIAL SECURITY]

     

    
      	
              No.:
                           

               

            	
              [up
      to]**                    

               

            


    

    10.250%
Senior Secured Notes due 2019

     

    CUSIP
No. 767754 BY9

     

    ISIN
No. USU767754BY92

     

    RITE
AID CORPORATION, a Delaware corporation, promises to pay
to [Cede & Co.]**, or registered assigns, the principal sum [of
[·] Dollars]*
[as set forth on the Schedule of Increases or Decreases annexed hereto]** on
October 15, 2019.

     

    Interest
Payment Dates:  April 15 and October 15, commencing on
April 15, 2010.

     

    Record
Dates: April 1 and October 1.

     

    ___________________________

    *  Insert
for Definitive Securities.

    **
Insert for Global Securities.  If the Security is to be issued in
global form, add the Global Securities Legend from Exhibit 1 to Appendix A
and the attachment from such Exhibit 1 captioned “TO BE ATTACHED TO GLOBAL
SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY”.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    Additional
provisions of this Security are set forth on the other side of this
Security.

     

    IN
WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

     

    
      	 
      	
              RITE
      AID CORPORATION,

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By

            	 	 
      
	 
      	
                 

            	Name:
	 
      	
               

            	Title:


    

    


     

    TRUSTEE’S
CERTIFICATE OF

    AUTHENTICATION

     

    Dated:

     

    THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, certifies that this is
one of the Securities referred to in the Indenture.

     

    
    

     

    
      	By:	 	 
	 	 Authorized
      Signatory	 
	 	 


    

     

                

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    [FORM OF
REVERSE SIDE OF INITIAL SECURITY]

     

    10.250%
Senior Secured Notes due 2019

     

    1.  Interest

     

    (a)  RITE
AID CORPORATION, a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the “Company”), promises
to pay interest on the principal amount of this Security at the rate per annum
shown above.  The Company will pay interest semiannually on
April 15 and October 15 of each year, commencing April 15,
2009.  Interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
October 26, 2009.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months.  The Company shall pay interest
on overdue principal at the rate per annum borne by the Securities plus 1% per
annum, and it shall pay interest on overdue installments of interest at the rate
per annum borne by the Securities to the extent lawful.

     

    (b) Special
Interest.  The holder of this Security is entitled to the
benefits of a Exchange and Registration Rights Agreement, dated as of October
26, 2009, among the Company, the Subsidiary Guarantors named therein and the
Initial Purchasers named therein (the “Registration Rights
Agreement”).  Capitalized terms used in this paragraph (b)
but not defined herein have the meanings assigned to them in the Registration
Rights Agreement.  In the event that (i) neither the Exchange
Offer Registration Statement nor the Shelf Registration Statement, as the case
may be, is filed with the Commission on or prior to the date which is
150 days following the date of the original issuance of the Securities,
(ii) the Exchange Offer Registration Statement or the Shelf Registration
Statement, as the case may be, is not declared effective within 210 days
after the original issuance of the Securities, (iii) if the Exchange Offer
Registration Statement is declared effective, the Registered Exchange Offer is
not consummated on or prior to 270 days after the date of the original
issuance of Securities, (iv) if the Company and the Subsidiary Guarantors
are required to file the Shelf Registration Statement, or designate an existing
Automatic Shelf Registration Statement for the offer and sale of Restricted
Securities in accordance with Section 2 of the Registration Rights
Agreement, the Company or any Subsidiary Guarantor does not so file the Shelf
Registration Statement on or prior to the 30th day after the Company’s
obligation to file such Shelf Registration Statement arises, (v) the
applicable Registration Statement is filed and declared effective but shall
thereafter cease to be effective (at any time that the Company is obligated to
maintain the effectiveness thereof) without being again effective within
30 days or being succeeded within 30 days by an additional
Registration Statement filed and declared effective, provided that such
30-day period shall toll during a Suspension Period or during any Shelf
Suspension Period, or (vi) any Suspension Periods exceed, in the aggregate, 75
days during any 365-day period (each such event referred to in clauses (i)
through (vi), a “Registration Default”), the Company shall be obligated to pay
Additional Interest from and including the date on which the first such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured, at a rate of 0.25% per annum on the
applicable

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    principal
amount of Securities held by such Holder for the first 90-day period immediately
following the occurrence of a Registration Default, and such rate will increase
by an additional 0.25% with respect to each subsequent 90-day period until all
Registration Defaults have been cured, provided that the
maximum additional rate may in no event exceed 0.50% per annum.

     

    2.  Method of
Payment

     

    The
Company will pay interest on the Securities (except defaulted interest) to the
Persons who are registered Holders at the close of business on the April 1
or October 1 next preceding the interest payment date even if Securities
are canceled after the record date and on or before the interest payment
date.  Holders must surrender Securities to a Paying Agent to collect
principal payments.  The Company will pay principal and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts.  Payments in respect
of the Securities represented by a Global Security (including principal and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by the Depository.  The Company will make all
payments in respect of a Definitive Security (including principal and interest),
by mailing a check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).

     

    3.  Paying Agent and
Registrar

     

    Initially,
The Bank of New York Mellon Trust Company, N.A., a banking association organized
and existing under the laws of the United States of America (the “Trustee”), will act
as Paying Agent and Registrar.  The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice.  The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

     

    4.  Indenture

     

    The
Company issued the Securities under an Indenture dated as of October 26,
2009 (the “Indenture”), among
the Company, the Subsidiary Guarantors named therein and the
Trustee.  The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms
defined in the Indenture and not defined in the Securities have the meanings
ascribed thereto in the Indenture.  The Securities are subject to all
such terms, and Holders are referred to the Indenture and the TIA for a
statement of those terms.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    The
Securities are unsecured, unsubordinated obligations of the
Company.  The Company’s obligations under the Securities are
Guaranteed, subject to certain limitations, by the Subsidiary Guarantors
pursuant to Subsidiary Guarantees, subject to release of the Subsidiary
Guarantees as provided in the Indenture or such Subsidiary
Guarantee.  This Security is one of the Original Securities referred
to in the Indenture issued in an aggregate principal amount of
$270,000,000.  The Securities include the Original Securities, an
unlimited aggregate principal amount of additional Initial Securities that may
be issued under the Indenture, and any Exchange Securities issued in exchange
for Initial Securities.  The Original Securities, such additional
Initial Securities and the Exchange Securities are treated as a single class of
securities under the Indenture.  The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Debt, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, create or incur Liens and make Asset Sales.  The Indenture
also imposes limitations on the ability of the Company and each Subsidiary
Guarantor to consolidate or merge with or into any other Person or sell,
transfer, assign, lease, convey or otherwise dispose of all or substantially all
of the Property of the Company or such Subsidiary Guarantor.

     

    5.  Optional
Redemption

     

    The
Company may choose to redeem the Securities at any time.  If it does
so, it may redeem all or any portion of the Securities, at once or over time,
after giving the required notice under the Indenture.

     

    To
redeem the Securities prior to October 15, 2014, the Company must pay a
redemption price equal to 100% of the principal amount of the Securities to be
redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if
any, to, but not including, the Redemption Date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant
Interest Payment Date that is on or prior to the Redemption
Date).  Any notice to Holders of such a redemption shall include the
appropriate calculation of the Redemption Price, but need not include the
Redemption Price itself.  The actual redemption price must be set
forth in an Officers’ Certificate delivered to the Trustee no later than two
Business Days prior to the Redemption Date.

     

    “Applicable Premium”
means, with respect to any Security on any Redemption Date, the greater of
(i) 1.0% of the principal amount of such Security and (ii) the excess
of (A) the present value at such Redemption Date of (1) the Redemption
Price of such Security at October 15, 2014 (such Redemption Price being set
forth in the table below) plus (2) all required interest payments due on
such Security through October 15, 2014 (excluding accrued but unpaid interest),
computed using a discount rate equal to the Treasury Rate on such Redemption
Date plus 75 basis points over (B) the principal amount of such
Security.

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    “Treasury Rate” means,
as of any Redemption Date, the yield to maturity as of such Redemption Date of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519)
that has become publicly available at least two Business Days prior to the
Redemption Date (or, if such statistical release is no longer published, any
publicly available source of similar market data)) most nearly equal to the
period from the Redemption Date to October 15, 2014; provided, however, that if the
period from the Redemption Date to October 15, 2014 is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.

     

    Beginning
on October 15, 2014, the Company may redeem the Securities in whole at any time
or in part from time to time at the following Redemption Prices (expressed in
percentages of principal amount), plus accrued and unpaid interest, if any, to,
but not including, the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date that is on or prior to the Redemption Date), if redeemed
during the 12-month period beginning on October 15 of the years set forth
below:

     

    


    
      	 
      	
              Redemption
      Year

            	 
      	
              Price

            	 
      
	 
      	
              2014

            	 
      	
              105.125%

            	 
      
	 
      	
              2015

            	 
      	
              103.417%

            	 
      
	 
      	
              2016

            	 
      	
              101.708%

            	 
      
	 
      	
              2017
      and thereafter

            	 
      	
              100.000%

            	 
      


    

    


    Notwithstanding
the foregoing, at any time and from time to time prior to October 15, 2012, the
Company may redeem up to 35% of the original aggregate principal amount of the
Securities (including Securities issued after October 26, 2009, if any) with the
proceeds from one or more Equity Offerings by the Company, at a Redemption Price
equal to 110.250% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to, but not including, the Redemption Date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant Interest Payment Date that is on or prior to the Redemption
Date); provided, however, that after
giving effect to any such redemption, at least 65% of the original aggregate
principal amount of the Securities (including Securities issued after October
26, 2009, if any) remains outstanding.  Any such redemption shall be
made within 75 days of such Equity Offering upon not less than 30 nor more than
60 days’ prior notice.

     

    If
the optional Redemption Date is on or after a record date and on or before the
relevant Interest Payment Date, the accrued and unpaid interest, if any, will be
paid to the person or entity in whose name the Security is registered at the
close of business on that record date, and no additional interest will be
payable to Holders whose Securities shall be subject to repurchase.

     

    6.  Sinking
Fund

     

    The
Securities are not subject to any sinking fund.

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    7.  Notice of
Redemption

     

    Notice
of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address.  Securities in
denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000.  If money sufficient to pay the redemption price
of and accrued interest on all Securities (or portions thereof) to be redeemed
on the redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such
date interest ceases to accrue on such Securities (or such portions thereof)
called for redemption.

     

    8.  (a)  Repurchase of Securities at
the Option of Holders upon Change of Control

     

    Upon
a Change of Control, any Holder will have the right, subject to certain
conditions specified in the Indenture, to cause the Company to repurchase all or
any part of the Securities of such Holder at a purchase price equal to 101% of
the principal amount of the Securities to be repurchased plus accrued and unpaid
interest, if any, to, but not including, the date of purchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the
Indenture.

     

    8.  (b)  Prepayment Offer Upon Asset
Sale

     

    When
the aggregate amount of Excess Proceeds exceeds $50.0 million (taking into
account income earned on such Excess Proceeds, if any), the Company will be
required to make an offer to purchase (the “Asset Sales Prepayment
Offer”) the Securities, which offer shall be in the amount of the
Allocable Excess Proceeds, on a pro rata basis according to principal amount at
maturity, at a purchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but not including, the purchase
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date), in accordance with
the procedures (including prorating in the event of oversubscription) set forth
in the Indenture.  To the extent that any portion of the amount of Net
Available Cash remains after compliance with the preceding sentence and provided
that all Holders have been given the opportunity to tender their Securities for
purchase in accordance with the Indenture, the Company or such Restricted
Subsidiary may use such remaining amount for any purpose permitted by the
Indenture and the amount of Excess Proceeds will be reset to zero.

     

    9.  Guarantees;
Security

     

    The
Indenture provides that, under certain circumstances, the Securities will be
guaranteed pursuant to Subsidiary Guarantees.  Subsidiary Guarantees
may be released in various circumstances, including in certain circumstances
without the consent of Holders.

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    The
Indenture provides that, under certain circumstances, the Securities or
Subsidiary Guarantees must be secured by Liens on certain Property of the
Company or Subsidiary Guarantors.  Liens securing the Securities or
Subsidiary Guarantees may be released in various circumstances, including in
certain circumstances without the consent of Holders.

     

    10.  Denominations; Transfer;
Exchange

     

    The
Securities are in registered form without coupons in denominations of $2,000 and
whole multiples in excess thereof of $1,000.  A Holder may transfer or
exchange Securities in accordance with the Indenture.  Upon any
transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture.  The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or to transfer or exchange any
Securities for a period of 15 days prior to a selection of Securities to be
redeemed or 15 days before an interest payment date.

     

    11.  Persons Deemed
Owners

     

    The
registered Holder of this Security may be treated as the owner of it for all
purposes.

     

    12.  Unclaimed
Money

     

    If
money for the payment of principal or interest remains unclaimed for two years,
the Trustee or Paying Agent shall pay the money back to the Company at its
written request unless an abandoned property law designates another
Person.  After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.

     

    13.  Discharge and
Defeasance

     

    Subject
to certain conditions, the Company at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Securities to redemption or maturity, as the case may
be.

     

    14.  Amendment, Waiver, Deemed
Consents, Releases

     

    Subject
to certain exceptions set forth in the Indenture, (i) the Indenture, the
Second Priority Collateral Documents or the Securities may be amended without
prior notice to any Holder but with the written consent of the Holders of at
least a majority in aggregate principal amount of the outstanding Securities and
(ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of at least a majority in principal amount of the
outstanding Securities.  Subject to certain exceptions set forth in
the Indenture, without the consent of any Holders, the

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

     

    Company,
when authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee
may amend the Indenture or the Securities and, subject to any consent required
by the terms of the applicable Second Priority Collateral Documents, the Second
Priority Collateral Documents to: (i) cure any ambiguity, omission, defect
or inconsistency; (ii) provide for the assumption by a successor
corporation of the obligations of the Company or any Subsidiary Guarantor under
the Indenture or any Second Priority Collateral Documents; (iii) provide
for uncertificated Securities in addition to or in place of certificated
Securities; provided, however, that the
uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the
Code; (iv) add additional Guarantees with respect to the Securities or
release Subsidiary Guarantors from Subsidiary Guarantees as provided by the
terms of the Indenture or the Subsidiary Guarantees; (v) further secure the
Securities (and if such security interest includes Liens on Property of the
Company, provide for releases of such Property on terms comparable to the terms
on which Collateral constituting Property of Subsidiary Guarantors may be
released), release any Collateral used, sold, transferred or otherwise disposed
of or otherwise in accordance with the terms of the Second Priority Collateral
Documents and the Intercreditor Agreement, add to the covenants of the Company
or the Subsidiary Guarantors for the benefit of the Holders or surrender any
right or power conferred upon the Company under the Indenture; (vi) in the
case of the Indenture, make any change that does not adversely affect the rights
of any Holder; (vii) make any change to the subordination provisions of a
Subsidiary Guarantee or any Second Priority Collateral Documents that would
limit or terminate the benefits available to any holder of Senior Obligations
under such provisions; (viii) make any change to comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act; or (iv) to conform the text of the
Indenture or the Securities to any provision of the “Description of Notes”
contained in the Offering Memorandum.

     

    Without
limiting the foregoing, the Holders will be deemed to have consented for
purposes of the Second Priority Collateral Documents (including for purposes of
determining actions of the Second Priority Instructing Group) to (i) any
amendment, waiver or other modification (including any consent thereunder) of
the Second Priority Collateral Documents (including any annexes, exhibits or
schedules thereto) that would not be adverse to the Holders in any material
respect, as reasonably determined by the Board of Directors (as evidenced by a
Board Resolution) and (ii) to specified Second Priority Collateral
Documents Amendments.

     

    At
the request of the Company, the Trustee shall execute and deliver any documents,
instructions or instruments evidencing such deemed consent of the Holders. The
Trustee, in its capacity as Second Priority Representative to Holders, shall
take such action under the Second Priority Collateral Documents as may be
requested by the Company to give effect to any such amendment, waiver or
modification.

     

    In
addition and without limiting the foregoing, (x) Collateral securing a
Subsidiary Guarantee of the Securities or (y) a Subsidiary Guarantee of the
Securities provided by a Subsidiary Guarantor may be released only in respect of
the Securities

     

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    (i) upon
request of the Company without consent of any Holder unless, within 20 Business
Days after written notice of the proposed release of such (1) Collateral
from the Liens securing Subsidiary Guarantees of the Securities or
(2) Subsidiary Guarantor, as the case may be, is mailed to the Trustee and
the Holders, Holders of 25% of the outstanding principal amount of Securities
deliver to the Company a written objection to such release or (ii) with the
written consent of the Holders of at least a majority of the aggregate principal
amount of the Securities then outstanding.

     

    Under
the circumstances described in clauses (i) and (ii) above, Holders
shall also be deemed to have consented to such release for purposes of any
consent required under the Second Priority Collateral Documents (including for
purposes of determining actions of the Second Priority Instructing
Group).

     

    At
the request of the Company, the Trustee shall execute and deliver any documents,
instructions or instruments evidencing the consent of the Holders to such
release.  The Trustee, in its capacity as Second Priority
Representative for Holders, shall take such action under the Second Priority
Collateral Documents or otherwise as may be requested by the Company to give
effect to any such release.

     

    15.  Defaults and
Remedies

     

    If
an Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding,
subject to certain limitations, may declare all the Securities to be immediately
due and payable.  Certain events of bankruptcy or insolvency are
Events of Default and shall result in the Securities being immediately due and
payable upon the occurrence of such Events of Default without any further act of
the Trustee or any Holder.

     

    Holders
of Securities may not enforce the Indenture or the Securities except as provided
in the Indenture.  The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or
security.  Subject to certain limitations, Holders of a majority in
aggregate principal amount of the Securities then outstanding may direct the
Trustee in its exercise of any trust or power under the
Indenture.  The Holders of a majority in aggregate principal amount of
the Securities then outstanding, by written notice to the Company and the
Trustee, may rescind any declaration of acceleration and its consequences if the
rescission would not conflict with any judgment or decree, and if all existing
Events of Default have been cured or waived except nonpayment of principal,
premium or interest that has become due solely because of the
acceleration.

     

    16.  Trustee Dealings with the
Company

     

    Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with and collect obligations owed to it by the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not
Trustee.

     

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

     

    17.  No Recourse Against
Others

     

    A
director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By accepting a Security, each
Securityholder waives and releases all such liability.  The waiver and
release are part of the consideration for the issue of the
Securities.

     

    18.  Successors

     

    Subject
to certain exceptions set forth in the Indenture, when a successor assumes all
the obligations of its predecessor under the Securities and the Indenture in
accordance with the terms of the Indenture, the predecessor will be released
from those obligations.

     

    19.  Authentication

     

    This
Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.

     

    20.  Abbreviations

     

    Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     

    21.  Governing
Law

     

    THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW.

     

    22.  CUSIP
Numbers

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders.  No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    The
Company will furnish to any Holder upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this
Security.

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT
FORM

     

    To
assign this Security, fill in the form below:

     

    I
or we assign and transfer this Security to:

     

    (Print
or type assignee’s name, address and zip code)

     

    (Insert
assignee’s soc. sec. or tax I.D. No.)

     

    and
irrevocably appoint
                          
as agent to transfer this Security on the books of the Company.  The
agent may substitute another to act for him.

     

    
      	 
      	 
      
	 
      	 
      
	
              Date:

            	 
      	
              Your Signature:

            	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Sign
      exactly as your name appears on the other side of this
      Security.

            	 
      


    

    


    In
connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144 under the Securities Act after which the Securities may be transferred
without limitation thereunder, the undersigned confirms that such Securities are
being transferred in accordance with its terms.

    


     

    CHECK
ONE BOX BELOW

     

    
      	 
      	
              (1)

               

            	
              G

               

            	
              to
      the Company; or

               

            
	 
      	
              (2)

               

            	
              G

               

            	
              pursuant
      to an effective registration statement under the Securities Act of 1933;
      or

               

            
	 
      	
              (3)

               

            	
              G

               

            	
              inside
      the United States to a “qualified institutional buyer” (as defined in
      Rule 144A under the Securities Act of 1933) that purchases for its
      own account or for the account of a qualified institutional buyer to whom
      notice is given that such transfer is being made in reliance on Rule 144A,
      in each case pursuant to and in compliance with Rule 144A under the
      Securities Act of 1933; or

               

            
	 
      	
              (4)

               

            	
              G

               

            	
              outside
      the United States in an offshore transaction within the meaning of
      Regulation S under the Securities Act in compliance with Rule 904
      under the Securities Act of 1933; or

               

            
	 
      	
              (5)

               

            	
              G

               

            	
              to
      an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
      (3) or (7) under the Securities Act of 1933) that has

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	 
      	 
      	
              furnished
      to the Trustee a signed letter containing certain representations and
      agreements (the form of which letter can be obtained from the Trustee or
      the Company); or

               

            
	 
      	
              (6)

               

            	
              G

               

            	
              pursuant
      to another available exemption from registration provided by Rule 144
      under the Securities Act of 1933.

               

            


    

    Unless
one of the boxes is checked, the Trustee will refuse to register any of the
Securities evidenced by this certificate in the name of any person other than
the registered holder thereof; provided, however, that if
box (5) or (6) is checked, the Trustee may require, prior to registering
any such transfer of the Securities, such legal opinions, certifications and
other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of
1933.

     

    
      	 
      	 
      	 
      
	 
      	
              Your
      Signature

               

            	 
      


    

    


    
      	
              Signature
      Guarantee:

               

            	 
      	 
      
	
              Date:

            	 
      	 
      	 
      
	
              Signature
      must be guaranteed by a

            	 
      	
              Signature  of
      Signature Guarantee

            
	
              participant
      in a recognized signature

            	 
      	 
      
	
              guaranty
      medallion program or other

            	 
      	 
      
	
              signature
      guarantor acceptable to the Trustee

            	 
      	 
      


    

    


     

    
      	 
      


    

    TO
BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     

    The
undersigned represents and warrants that it is purchasing this Security for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

     

    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	 
      	
              NOTICE:  To
      be executed by an executive officer

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    [TO
BE ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY

     

    The
initial principal amount of this Global Security is
$[        ].  The following
increases or decreases in this Global Security have been made:

     

    


    
      	
              Date
      of Exchange

            	 
      	
              Amount
      of decrease in Principal Amount of this Global Security

            	 
      	
              Amount
      of increase in Principal Amount of this Global Security

            	 
      	
              Principal
      amount of this Global Security following such decrease or
      increase

            	 
      	
              Signature
      of authorized signatory of Trustee or Securities
  Custodian

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    OPTION
OF HOLDER TO ELECT PURCHASE

     

    If
you want to elect to have this Security purchased by the Company pursuant to
Section 4.06 (Asset Sale) or 4.13 (Change of Control) of the Indenture,
check the box:

     

     ̈

     

    If
you want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.06 or 4.13 of the Indenture, state the
amount:

     

    $

     

    Date:_______________
Your Signature: __________________

     

    (Sign
exactly as your name appears on the other side of the Security)

     

    Signature
Guarantee: __________________________________

     

    Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

    

    


    Exhibit
A

     

     

     

     

    [FORM
OF FACE OF EXCHANGE SECURITY]

     

    
      	
              No.:
                           

               

            	
              [up
      to]**                    

               

            


    

    10.250%
Senior Secured Notes due 2019

     

    CUSIP
No. 767754 BZ6

     

    ISIN
No. US767754BZ67

     

    RITE
AID CORPORATION, a Delaware corporation, promises to pay
to [Cede & Co.]**, or registered assigns, the principal sum [of
[·] Dollars]*
[as set forth on the Schedule of Increases or Decreases annexed hereto]** on
October 15, 2019.

     

    Interest
Payment Dates:  April 15 and October 15, commencing on
April 15, 2010.

     

    Record
Dates: April 1 and October 1.

     

    ___________________________

    *  Insert
for Definitive Securities.

    **
Insert for Global Securities.  If the Security is to be issued in
global form, add the Global Securities Legend from Exhibit 1 to Appendix A
and the attachment from such Exhibit 1 captioned “TO BE ATTACHED TO GLOBAL
SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY”.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Additional
provisions of this Security are set forth on the other side of this
Security.

     

    IN
WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

     

    
      	 
      	
              RITE
      AID CORPORATION,

            
	 
      	 
      
	 
      	 
      
	 
      	
              By

            	 	 
      
	 
      	
                 Name:

            
	 
      	
                 Title:

            


    

     

    TRUSTEE’S
CERTIFICATE OF

    AUTHENTICATION

     

    Dated:

     

    THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, certifies that this is
one of the Securities referred to in the Indenture.

     

    By:________________________________

                      Authorized
Signatory

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    [FORM OF
REVERSE SIDE OF EXCHANGE SECURITY]

     

    10.250%
Senior Secured Notes due 2019

     

    1.  Interest

     

    RITE
AID CORPORATION, a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the “Company”), promises
to pay interest on the principal amount of this Security at the rate per annum
shown above.  The Company will pay interest semiannually on
April 15 and October 15 of each year, commencing April 15,
2009.  Interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
October 26, 2009.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months.  The Company shall pay interest
on overdue principal at the rate per annum borne by the Securities plus 1% per
annum, and it shall pay interest on overdue installments of interest at the rate
per annum borne by the Securities to the extent lawful.

     

    2.  Method of
Payment

     

    The
Company will pay interest on the Securities (except defaulted interest) to the
Persons who are registered Holders at the close of business on the April 1
or October 1 next preceding the interest payment date even if Securities
are canceled after the record date and on or before the interest payment
date.  Holders must surrender Securities to a Paying Agent to collect
principal payments.  The Company will pay principal and interest in
money of the United States of America that at the time of payment is legal
tender for payment of public and private debts.  Payments in respect
of the Securities represented by a Global Security (including principal and
interest) will be made by wire transfer of immediately available funds to the
accounts specified by the Depository.  The Company will make all
payments in respect of a Definitive Security (including principal and interest),
by mailing a check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).

     

    3.  Paying Agent and
Registrar

     

    Initially,
The Bank of New York Mellon Trust Company, N.A., a banking association organized
and existing under the laws of the United States of America (the “Trustee”), will act
as Paying Agent and Registrar.  The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice.  The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

     

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    4.  Indenture

     

    The
Company issued the Securities under an Indenture dated as of October 26,
2009 (the “Indenture”), among
the Company, the Subsidiary Guarantors named therein and the
Trustee.  The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms
defined in the Indenture and not defined in the Securities have the meanings
ascribed thereto in the Indenture.  The Securities are subject to all
such terms, and Holders are referred to the Indenture and the TIA for a
statement of those terms.

     

    The
Securities are unsecured, unsubordinated obligations of the
Company.  The Company’s obligations under the Securities are
Guaranteed, subject to certain limitations, by the Subsidiary Guarantors
pursuant to Subsidiary Guarantees, subject to release of the Subsidiary
Guarantees as provided in the Indenture or such Subsidiary
Guarantee.  This Security is one of the Original Securities referred
to in the Indenture issued in an aggregate principal amount of
$270,000,000.  The Securities include the Original Securities, an
unlimited aggregate principal amount of additional Initial Securities that may
be issued under the Indenture, and any Exchange Securities issued in exchange
for Initial Securities.  The Original Securities, such additional
Initial Securities and the Exchange Securities are treated as a single class of
securities under the Indenture.  The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, make certain Investments and other Restricted Payments, pay
dividends and other distributions, incur Debt, enter into consensual
restrictions upon the payment of certain dividends and distributions by such
Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, create or incur Liens and make Asset Sales.  The Indenture
also imposes limitations on the ability of the Company and each Subsidiary
Guarantor to consolidate or merge with or into any other Person or sell,
transfer, assign, lease, convey or otherwise dispose of all or substantially all
of the Property of the Company or such Subsidiary Guarantor.

     

    5.  Optional
Redemption

     

    The
Company may choose to redeem the Securities at any time.  If it does
so, it may redeem all or any portion of the Securities, at once or over time,
after giving the required notice under the Indenture.

     

    To
redeem the Securities prior to October 15, 2014, the Company must pay a
redemption price equal to 100% of the principal amount of the Securities to be
redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if
any, to, but not including, the Redemption Date (subject to the right of Holders
of record on the relevant record date to receive interest due on the relevant
Interest Payment Date that is on or prior to the Redemption
Date).  Any notice to Holders of such a redemption shall include the
appropriate calculation of the Redemption Price, but need not include the
Redemption Price itself.  The actual redemption price must be set
forth in an Officers’ Certificate delivered to the Trustee no later than two
Business Days prior to the Redemption Date.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    “Applicable Premium”
means, with respect to any Security on any Redemption Date, the greater of
(i) 1.0% of the principal amount of such Security and (ii) the excess
of (A) the present value at such Redemption Date of (1) the Redemption
Price of such Security at October 15, 2014 (such Redemption Price being set
forth in the table below) plus (2) all required interest payments due on
such Security through October 15, 2014 (excluding accrued but unpaid interest),
computed using a discount rate equal to the Treasury Rate on such Redemption
Date plus 75 basis points over (B) the principal amount of such
Security.

     

    “Treasury Rate” means,
as of any Redemption Date, the yield to maturity as of such Redemption Date of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519)
that has become publicly available at least two Business Days prior to the
Redemption Date (or, if such statistical release is no longer published, any
publicly available source of similar market data)) most nearly equal to the
period from the Redemption Date to October 15, 2014; provided, however, that if the
period from the Redemption Date to October 15, 2014 is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.

     

    Beginning
on October 15, 2014, the Company may redeem the Securities in whole at any time
or in part from time to time at the following Redemption Prices (expressed in
percentages of principal amount), plus accrued and unpaid interest, if any, to,
but not including, the Redemption Date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date that is on or prior to the Redemption Date), if redeemed
during the 12-month period beginning on October 15 of the years set forth
below:

     

    


    
      	 
      	
              Redemption
      Year

            	 
      	
              Price

            	 
      
	 
      	
              2014

            	 
      	
              105.125%

            	 
      
	 
      	
              2015

            	 
      	
              103.417%

            	 
      
	 
      	
              2016

            	 
      	
              101.708%

            	 
      
	 
      	
              2017
      and thereafter

            	 
      	
              100.000%

            	 
      


    

    


    Notwithstanding
the foregoing, at any time and from time to time prior to October 15, 2012, the
Company may redeem up to 35% of the original aggregate principal amount of the
Securities (including Securities issued after October 26, 2009, if any) with the
proceeds from one or more Equity Offerings by the Company, at a Redemption Price
equal to 110.250% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to, but not including, the Redemption Date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant Interest Payment Date that is on or prior to the Redemption
Date); provided, however, that after
giving effect to any such redemption, at least 65% of the original aggregate
principal amount of the Securities (including Securities issued after October
26, 2009, if any) remains outstanding.  Any such redemption shall be
made within 75 days of such Equity Offering upon not less than 30 nor more than
60 days’ prior notice.

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    If
the optional Redemption Date is on or after a record date and on or before the
relevant Interest Payment Date, the accrued and unpaid interest, if any, will be
paid to the person or entity in whose name the Security is registered at the
close of business on that record date, and no additional interest will be
payable to Holders whose Securities shall be subject to repurchase.

     

    6.  Sinking
Fund

     

    The
Securities are not subject to any sinking fund.

     

    7.  Notice of
Redemption

     

    Notice
of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder of Securities
to be redeemed at his or her registered address.  Securities in
denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000.  If money sufficient to pay the redemption price
of and accrued interest on all Securities (or portions thereof) to be redeemed
on the redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such
date interest ceases to accrue on such Securities (or such portions thereof)
called for redemption.

     

    8.  (a)  Repurchase of Securities at
the Option of Holders upon Change of Control

     

    Upon
a Change of Control, any Holder will have the right, subject to certain
conditions specified in the Indenture, to cause the Company to repurchase all or
any part of the Securities of such Holder at a purchase price equal to 101% of
the principal amount of the Securities to be repurchased plus accrued and unpaid
interest, if any, to, but not including, the date of purchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date that is on or prior to the date of
purchase) as provided in, and subject to the terms of, the
Indenture.

     

    8.  (b)  Prepayment Offer Upon Asset
Sale

     

    When
the aggregate amount of Excess Proceeds exceeds $50.0 million (taking into
account income earned on such Excess Proceeds, if any), the Company will be
required to make an offer to purchase (the “Asset Sales Prepayment
Offer”) the Securities, which offer shall be in the amount of the
Allocable Excess Proceeds, on a pro rata basis according to principal amount at
maturity, at a purchase price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but not including, the purchase
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date), in accordance with
the procedures (including prorating in the event of oversubscription) set forth
in the Indenture.  To the extent that any portion of the amount of Net
Available Cash remains after compliance with the preceding sentence and provided
that all Holders have been given the opportunity to tender their Securities for
purchase in accordance with the Indenture, the Company or such Restricted
Subsidiary may use such remaining amount

     

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    for
any purpose permitted by the Indenture and the amount of Excess Proceeds will be
reset to zero.

     

    9.  Guarantees;
Security

     

    The
Indenture provides that, under certain circumstances, the Securities will be
guaranteed pursuant to Subsidiary Guarantees.  Subsidiary Guarantees
may be released in various circumstances, including in certain circumstances
without the consent of Holders.

     

    The
Indenture provides that, under certain circumstances, the Securities or
Subsidiary Guarantees must be secured by Liens on certain Property of the
Company or Subsidiary Guarantors.  Liens securing the Securities or
Subsidiary Guarantees may be released in various circumstances, including in
certain circumstances without the consent of Holders.

     

    10.  Denominations; Transfer;
Exchange

     

    The
Securities are in registered form without coupons in denominations of $2,000 and
whole multiples in excess thereof of $1,000.  A Holder may transfer or
exchange Securities in accordance with the Indenture.  Upon any
transfer or exchange, the Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements or transfer documents and to
pay any taxes required by law or permitted by the Indenture.  The
Registrar need not register the transfer of or exchange any Securities selected
for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or to transfer or exchange any
Securities for a period of 15 days prior to a selection of Securities to be
redeemed or 15 days before an interest payment date.

     

    11.  Persons Deemed
Owners

     

    The
registered Holder of this Security may be treated as the owner of it for all
purposes.

     

    12.  Unclaimed
Money

     

    If
money for the payment of principal or interest remains unclaimed for two years,
the Trustee or Paying Agent shall pay the money back to the Company at its
written request unless an abandoned property law designates another
Person.  After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.

     

    13.  Discharge and
Defeasance

     

    Subject
to certain conditions, the Company at any time may terminate some of or all its
obligations under the Securities and the Indenture if the Company deposits with
the Trustee money or U.S. Government Obligations for the payment of principal
and interest on the Securities to redemption or maturity, as the case may
be.

     

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    14.  Amendment, Waiver, Deemed
Consents, Releases

     

    Subject
to certain exceptions set forth in the Indenture, (i) the Indenture, the
Second Priority Collateral Documents or the Securities may be amended without
prior notice to any Holder but with the written consent of the Holders of at
least a majority in aggregate principal amount of the outstanding Securities and
(ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of at least a majority in principal amount of the
outstanding Securities.  Subject to certain exceptions set forth in
the Indenture, without the consent of any Holders, the Company, when authorized
by a Board Resolution, the Subsidiary Guarantors and the Trustee may amend the
Indenture or the Securities and, subject to any consent required by the terms of
the applicable Second Priority Collateral Documents, the Second Priority
Collateral Documents to: (i) cure any ambiguity, omission, defect or
inconsistency; (ii) provide for the assumption by a successor corporation
of the obligations of the Company or any Subsidiary Guarantor under the
Indenture or any Second Priority Collateral Documents; (iii) provide for
uncertificated Securities in addition to or in place of certificated Securities;
provided, however, that the
uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the
uncertificated Securities are described in Section 163(f)(2)(B) of the
Code; (iv) add additional Guarantees with respect to the Securities or
release Subsidiary Guarantors from Subsidiary Guarantees as provided by the
terms of the Indenture or the Subsidiary Guarantees; (v) further secure the
Securities (and if such security interest includes Liens on Property of the
Company, provide for releases of such Property on terms comparable to the terms
on which Collateral constituting Property of Subsidiary Guarantors may be
released), release any Collateral used, sold, transferred or otherwise disposed
of or otherwise in accordance with the terms of the Second Priority Collateral
Documents and the Intercreditor Agreement, add to the covenants of the Company
or the Subsidiary Guarantors for the benefit of the Holders or surrender any
right or power conferred upon the Company under the Indenture; (vi) in the
case of the Indenture, make any change that does not adversely affect the rights
of any Holder; (vii) make any change to the subordination provisions of a
Subsidiary Guarantee or any Second Priority Collateral Documents that would
limit or terminate the benefits available to any holder of Senior Obligations
under such provisions; (viii) make any change to comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act; or (iv) to conform the text of the
Indenture or the Securities to any provision of the “Description of Notes”
contained in the Offering Memorandum.

     

    Without
limiting the foregoing, the Holders will be deemed to have consented for
purposes of the Second Priority Collateral Documents (including for purposes of
determining actions of the Second Priority Instructing Group) to (i) any
amendment, waiver or other modification (including any consent thereunder) of
the Second Priority Collateral Documents (including any annexes, exhibits or
schedules thereto) that would not be adverse to the Holders in any material
respect, as reasonably determined by the Board of Directors (as evidenced by a
Board Resolution) and (ii) to specified Second Priority Collateral
Documents Amendments.

     

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    At
the request of the Company, the Trustee shall execute and deliver any documents,
instructions or instruments evidencing such deemed consent of the Holders. The
Trustee, in its capacity as Second Priority Representative to Holders, shall
take such action under the Second Priority Collateral Documents as may be
requested by the Company to give effect to any such amendment, waiver or
modification.

     

    In
addition and without limiting the foregoing, (x) Collateral securing a
Subsidiary Guarantee of the Securities or (y) a Subsidiary Guarantee of the
Securities provided by a Subsidiary Guarantor may be released only in respect of
the Securities (i) upon request of the Company without consent of any
Holder unless, within 20 Business Days after written notice of the proposed
release of such (1) Collateral from the Liens securing Subsidiary
Guarantees of the Securities or (2) Subsidiary Guarantor, as the case may
be, is mailed to the Trustee and the Holders, Holders of 25% of the outstanding
principal amount of Securities deliver to the Company a written objection to
such release or (ii) with the written consent of the Holders of at least a
majority of the aggregate principal amount of the Securities then
outstanding.

     

    Under
the circumstances described in clauses (i) and (ii) above, Holders
shall also be deemed to have consented to such release for purposes of any
consent required under the Second Priority Collateral Documents (including for
purposes of determining actions of the Second Priority Instructing
Group).

     

    At
the request of the Company, the Trustee shall execute and deliver any documents,
instructions or instruments evidencing the consent of the Holders to such
release.  The Trustee, in its capacity as Second Priority
Representative for Holders, shall take such action under the Second Priority
Collateral Documents or otherwise as may be requested by the Company to give
effect to any such release.

     

    15.  Defaults and
Remedies

     

    If
an Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding,
subject to certain limitations, may declare all the Securities to be immediately
due and payable.  Certain events of bankruptcy or insolvency are
Events of Default and shall result in the Securities being immediately due and
payable upon the occurrence of such Events of Default without any further act of
the Trustee or any Holder.

     

    Holders
of Securities may not enforce the Indenture or the Securities except as provided
in the Indenture.  The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or
security.  Subject to certain limitations, Holders of a majority in
aggregate principal amount of the Securities then outstanding may direct the
Trustee in its exercise of any trust or power under the
Indenture.  The Holders of a majority in aggregate principal amount of
the Securities then outstanding, by written notice to the Company and the
Trustee, may rescind any declaration of acceleration and its consequences if the
rescission would not conflict with any judgment or decree, and if all existing
Events of Default have been cured or waived

     

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    except
nonpayment of principal, premium or interest that has become due solely because
of the acceleration.

     

    16.  Trustee Dealings with the
Company

     

    Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with and collect obligations owed to it by the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not
Trustee.

     

    17.  No Recourse Against
Others

     

    A
director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By accepting a Security, each
Securityholder waives and releases all such liability.  The waiver and
release are part of the consideration for the issue of the
Securities.

     

    18.  Successors

     

    Subject
to certain exceptions set forth in the Indenture, when a successor assumes all
the obligations of its predecessor under the Securities and the Indenture in
accordance with the terms of the Indenture, the predecessor will be released
from those obligations.

     

    19.  Authentication

     

    This
Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.

     

    20.  Abbreviations

     

    Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

     

    21.  Governing
Law

     

    THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW.

     

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    22.  CUSIP
Numbers

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders.  No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     

    The
Company will furnish to any Holder upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this
Security.

     

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    ASSIGNMENT
FORM

     

    To
assign this Security, fill in the form below:

     

    I
or we assign and transfer this Security to:

     

    (Print
or type assignee’s name, address and zip code)

     

    (Insert
assignee’s soc. sec. or tax I.D. No.)

     

    and
irrevocably appoint
                          
as agent to transfer this Security on the books of the Company.  The
agent may substitute another to act for him.

     

    
      	 
      	 
      
	 
      	 
      
	
              Date:

            	 
      	
              Your Signature:

            	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              Sign
      exactly as your name appears on the other side of this
      Security.

            	 
      


    

    


    
      	
              Signature
      Guarantee:

               

            	 
      	 
      
	
              Date:

            	 
      	 
      	 
      
	
              Signature
      must be guaranteed by a

            	 
      	
              Signature  of
      Signature Guarantee

            
	
              participant
      in a recognized signature

            	 
      	 
      
	
              guaranty
      medallion program or other

            	 
      	 
      
	
              signature
      guarantor acceptable to the Trustee

            	 
      	 
      


    

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    [TO
BE ATTACHED TO GLOBAL SECURITIES]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY

     

    The
initial principal amount of this Global Security is
$[        ].  The following
increases or decreases in this Global Security have been made:

     

    


    
      	
              Date
      of Exchange

            	 
      	
              Amount
      of decrease in Principal Amount of this Global Security

            	 
      	
              Amount
      of increase in Principal Amount of this Global Security

            	 
      	
              Principal
      amount of this Global Security following such decrease or
      increase

            	 
      	
              Signature
      of authorized signatory of Trustee or Securities
  Custodian

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    OPTION
OF HOLDER TO ELECT PURCHASE

     

    If
you want to elect to have this Security purchased by the Company pursuant to
Section 4.06 (Asset Sale) or 4.13 (Change of Control) of the Indenture,
check the box:

     

     ̈

     

    If
you want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.06 or 4.13 of the Indenture, state the
amount:

     

    $

     

    Date:_______________
Your Signature: __________________

     

    (Sign
exactly as your name appears on the other side of the Security)

     

    Signature
Guarantee: __________________________________

     

    Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.

     

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

    

    


    Exhibit
B

     

    Form
of

    Transferee
Letter of Representation

     

    Rite
Aid Corporation

    In
care of

    The
Bank of New York Mellon Trust Company, N.A.

     

    Ladies
and Gentlemen:

     

    This
certificate is delivered to request a transfer of
$[     ] principal amount of the 10.250% Senior Secured
Notes due 2019 (the “Securities”) of Rite Aid Corporation (the
“Company”).

     

    Upon
transfer, the Securities would be registered in the name of the new beneficial
owner as follows:

     

    Name:________________________

     

    Address:_____________________

     

    Taxpayer
ID Number:__________

     

    The
undersigned represents and warrants to you that:

     

    1.
We are an institutional “accredited investor” (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities
Act”)), purchasing for our own account or for the account of such an
institutional “accredited investor” at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities
Act.  We have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of our investment in
the Securities, and we invest in or purchase securities similar to the
Securities in the normal course of our business.  We, and any accounts
for which we are acting, are each able to bear the economic risk of our or its
investment.

     

    2.  We
understand that the Securities have not been registered under the Securities Act
and, unless so registered, may not be sold except as permitted in the following
sentence.  We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date that is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the “Resale Restriction Termination Date”) only (a) to the
Company, (b) pursuant to a registration statement that has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act (“Rule 144A”), to a
person we reasonably believe is a qualified institutional buyer under
Rule 144A (a “QIB”) that is purchasing for its own account or

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    for
the account of a QIB and to whom notice is given that the transfer is being made
in reliance on Rule 144A, (d) pursuant to offers and sales that occur
outside the United States within the meaning of Regulation S under the
Securities Act, (e) to an institutional “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is
purchasing for its own account or for the account of such an institutional
“accredited investor,” in each case in a minimum principal amount of Securities
of $100,000, or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities
laws.  The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date.  If any resale or other
transfer of the Securities is proposed to be made pursuant to clause (e)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
the Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is
acquiring such Securities for investment purposes and not for distribution in
violation of the Securities Act.  Each purchaser acknowledges that the
Company and the Trustee reserve the right prior to the offer, sale or other
transfer prior to the Resale Restriction Termination Date of the Securities
pursuant to clause (e) or (f) above to require the delivery of an
opinion of counsel, certifications or other information satisfactory to the
Company and the Trustee.

     

    
      	 
      	
              TRANSFEREE:_________________,

            
	 
      	 
      
	 
      	
                by:________________________