ex10-1.htm


    Exhibit
10.1

     

    EXECTUTION
COPY

     

     

    
      RITE
AID CORPORATION.

      $410,000,000
9.750% Senior Secured Notes due 2016

       

      EXCHANGE
AND REGISTRATION RIGHTS AGREEMENT

       

      June
12, 2009

      Citigroup
Global Markets Inc.

      Banc
of America Securities LLC

      Wachovia
Capital Markets, LLC

      As
Initial Purchasers

      c/o
Citigroup Global Markets Inc.

      388
Greenwich Street

      New
York, New York 10013

       

      Ladies
and Gentlemen:

       

      Rite
Aid Corporation, a Delaware corporation (the “Company”), proposes to issue and
sell, upon the terms set forth in a purchase agreement dated June 8, 2009 (the
“Purchase Agreement”), to the initial purchasers set forth in the Purchase
Agreement (the “Initial Purchasers”), $410,000,000 aggregate principal amount of
its 9.750% Senior Secured Notes due 2016 (the “Securities”) to be guaranteed by
the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary
Guarantors”) relating to the initial placement of the Securities (the “Initial
Placement”).  Capitalized terms used but not defined herein shall have
the meanings given to such terms in the Purchase Agreement.

       

      As
an inducement to the Initial Purchasers to enter into the Purchase Agreement,
and as satisfaction of the conditions thereunder, the Company and the Subsidiary
Guarantors agree with you for your benefit and the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) and the
Exchange Securities (as defined herein) (each a “Holder” and collectively, the
“Holders”), as follows:

       

      1.  Registered Exchange
Offer.  Unless the Registered Exchange Offer (as defined
herein) shall not be permitted by applicable law or applicable interpretation of
the staff of the Securities and Exchange Commission (the “SEC” or “Commission”),
the Company shall (i) prepare and, not later than 150 days following the
date of the original issuance of the Securities (the date of such filing being
referred to herein as the “Filing Date”), file with the Commission a
registration statement (the “Exchange Offer Registration Statement”) on an
appropriate form under the Securities Act with respect to a proposed offer to
the Holders of the Securities (the “Registered Exchange Offer”) to issue and
deliver to such Holders, in exchange for the Securities a like aggregate
principal amount of debt securities of the Company (the “Exchange Securities”)
that are substantially identical in all material respects to the Securities,
except for the transfer 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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        restrictions
relating to the Securities, (ii) use its commercially reasonable efforts to
cause the Exchange Offer Registration Statement to become effective under the
Securities Act no later than 210 days after the Filing Date and (iii) as
soon as practicable after the effectiveness of the Exchange Offer Registration
Statement, initiate the Registered Exchange Offer as set forth in the following
paragraph.  The Exchange Securities will be issued under the same
indenture as the Securities (the “Indenture”) to be dated as of June 12,
2009, between the Company and the Trustee or such other bank or trust company
that is reasonably satisfactory to the Initial Purchasers, as trustee (the
“Trustee”), with such modifications as may be appropriate to account for the
registration of the Exchange Securities under the Securities
Act.

      

       

      Upon
the effectiveness of the Exchange Offer Registration Statement, the Company
shall commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder electing to exchange Securities
for Exchange Securities (assuming that such Holder (a) is not an affiliate
of the Company or an Exchanging Dealer (as defined herein) not complying with
the requirements of the next sentence, (b) is not holding Securities that
have, or that are reasonably likely to have, the status of an unsold allotment
in the Initial Placement, (c) acquires the Exchange Securities in the
ordinary course of such Holder’s business and (d) has no arrangements or
understandings with any person to participate, and is not participating, in the
distribution of the Exchange Securities) and to trade such Exchange Securities
from and after their receipt without any limitations or restrictions under the
Securities Act and without material restrictions under the securities laws of
the several states of the United States.  The Company, the Holders and
each Exchanging Dealer acknowledge that, pursuant to current interpretations by
the Commission’s staff of Section 5 of the Securities Act, each Holder that is a
Broker-Dealer electing to exchange Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required, in connection with a sale of
any such Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer, to deliver a prospectus containing substantially the
information set forth (i) in Annex A hereto on the cover of such
prospectus, (ii) in Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section of such prospectus and
(iii) in Annex C hereto in the “Plan of Distribution” section of such
prospectus, in each case subject to any changes, additions, deletions or moving
of such disclosure required by the SEC.

       

      In
connection with the Registered Exchange Offer, the Company shall:

       

      (a)  mail
to each Holder of Securities a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;

       

      (b)  keep
the Registered Exchange Offer open for not less than 30 days and not more
than 60 business days (or, in each case, longer, if required by applicable
law) after the date on which notice of the Registered Exchange Offer is mailed
to the Holders of Securities and the Initial Purchasers;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      (c)  utilize
the services of a depositary for the Registered Exchange Offer with an address
in the Borough of Manhattan, The City of New York;

       

      (d)  permit
Holders to withdraw tendered Securities at any time prior to the end of the
Registered Exchange Offer, as set forth in the materials originally mailed to
Holders of Securities or otherwise extended by the Company;

       

      (e)  comply
with all requests of the Securities and Exchange Commission in order to
consummate the Registered Exchange Offer; and

       

      (f)  comply
in all respects with all laws that are applicable to the Registered Exchange
Offer.

       

      As
soon as practicable after the close of the Registered Exchange Offer, the
Company shall:

       

      (a)  accept
for exchange all Securities tendered and not validly withdrawn pursuant to the
Registered Exchange Offer;

       

      (b)  deliver
to the Trustee for due cancelation all Securities so accepted for exchange;
and

       

      (c)  cause
the Trustee for the Exchange Securities promptly to authenticate and deliver to
each Holder, Exchange Securities equal in principal amount to the Securities of
such Holder so accepted for exchange.

       

      The
Company shall use its best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained therein
in order to permit such prospectus to be used by all persons subject to the
prospectus delivery requirements of the Securities Act for such period of time
as such persons must comply with such requirements in order to resell the
Exchange Securities; provided that (i) in
the case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer, such period shall be the earlier of
210 days from the close of the Registered Exchange Offer and the date on
which all Exchanging Dealers have sold all Exchange Securities held by them and
(ii) the Company shall make such prospectus and any amendment or supplement
thereto available to any Broker-Dealer for use in connection with any resale of
any Exchange Securities for a period of not less than 90 days after the
consummation of the Registered Exchange Offer.

       

      Notwithstanding
the foregoing, during any 365-day period, the Company may suspend the
effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement (i) in relation to a Shelf Registration Statement, solely
for the purpose of filing of a post-effective amendment to such Shelf
Registration Statement for such time as is reasonably necessary to incorporate
annual audited financial information, quarterly financial information or other
information required by the Commission with respect to the Company (a “Shelf
Suspension Period”) where such post-effective amendment is not yet effective and
needs to be declared effective to permit Holders of 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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        the
Securities to use the related prospectus and the Company is using its
commercially reasonable best efforts to have such post-effective amendment
declared effective or (ii) for up to 2 periods (each such period pursuant to
this clause (ii) a “Suspension Period”) of up to 45 consecutive days
(except for the consecutive 45-day period immediately prior to maturity of the
Securities), but no more than an aggregate of 75 days during any 365-day period,
if there is a possible acquisition or business combination or other transaction,
business development or event involving the Company that may require disclosure
in the Exchange Offer Registration Statement or the Shelf Registration Statement
and the Company determines in the exercise of its reasonable judgment that such
disclosure is not in the best interests of the Company and its stockholders or
obtaining any financial statements relating to an acquisition or business
combination required to be included in the Exchange Offer Registration Statement
or the Shelf Registration Statement would be impracticable.  In such a
case, the Company shall promptly notify any such Broker-Dealers of the
suspension of the effectiveness of the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, provided that such
notice shall not require the Company to disclose the possible acquisition or
business combination or other transaction, business development or event if the
Company determines in good faith that such acquisition or business combination
or other transaction, business development or event should remain
confidential.  Upon the abandonment, consummation or termination of
the possible acquisition or business combination or other transaction, business
development or event or the availability of the required financial statements
with respect to a possible acquisition or business combination, the suspension
of the use of the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, pursuant to this paragraph shall
cease and the Company shall promptly notify such Broker-Dealers that the use of
the prospectus contained in the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, as amended or supplemented, as
applicable, may resume.  The Company shall provide sufficient copies
of the latest version of such prospectus to such Broker-Dealers, promptly upon
written request, and in no event later than one Business Day after such request,
at any time during such period.

      

       

      The
Indenture shall provide that the Securities and the Exchange Securities shall
vote and consent together on all matters as to which the Indenture provides for
voting and consent as one class and that neither the Securities nor the Exchange
Securities will have the right to vote or consent as a separate class on any
matter.

       

      Interest
on each Exchange Security issued pursuant to the Registered Exchange Offer will
accrue from the last interest payment date on which interest was paid on the
Securities surrendered in exchange therefor or, if no interest has been paid on
the Securities, from the date of the closing of the Exchange Offer.

       

      Each
Holder hereby acknowledges and agrees that any such Holder using the Registered
Exchange Offer to participate in a distribution of the Exchange Securities
(x) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission in Morgan Stanley and Co.,
Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings
Corporation (pub. avail. May 13, 1988), as interpreted 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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        in
the Commission’s letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters, and (y) must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
any secondary resale transaction which must be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K under
the Securities Act if the resales are of Exchange Securities obtained by such
Holder in exchange for Securities acquired by such Holder directly from the
Company or one of its affiliates.  Accordingly, each Holder
participating in the Registered Exchange Offer shall be required to represent to
the Company that at the time of the consummation of the Registered Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in
the ordinary course of business, (ii) such Holder will have no arrangements or
understanding with any person to participate, and is not participating, in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an affiliate of the Company
or, if it is such an affiliate (as defined in Section 10(e)), such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) it is not acting on behalf of any
person who, to its knowledge, could not truthfully make the foregoing
representations and (v) it shall have made such other representations as may be
reasonably necessary under applicable SEC rules, regulations or interpretations
to render the use of Form S-4 or another appropriate form under the Securities
Act available or for the Exchange Offer Registration Statement to be declared
effective.  To the extent permitted by law, upon the written request
of the Initial Purchasers, the Company shall inform the Initial Purchasers of
the names and addresses of the Holders to whom the Exchange Offer is made, and
the Initial Purchasers shall have the right to contact such Holders and
otherwise facilitate the tender of Securities in the Exchange
Offer.

      

       

      Notwithstanding
any other provisions hereof, the Company will ensure that (i) any Exchange Offer
Registration Statement and any amendment thereto and any prospectus forming part
thereof and any supplement thereto shall comply in all material respects with
the Securities Act and the rules and regulations of the Commission thereunder,
(ii) any Exchange Offer Registration Statement and any amendment thereto shall
not, when it becomes effective, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (iii) any prospectus forming part
of any Exchange Offer Registration Statement, and any supplement to such
prospectus, shall not, as of the consummation of the Registered Exchange Offer,
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

       

      If
any Initial Purchaser determines that it is not eligible to participate in the
Registered Exchange Offer with respect to the exchange of Securities
constituting any portion of an unsold allotment, at the written request of such
Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser
or the person purchasing Exchange Securities registered under a Shelf
Registration Statement (as contemplated by Section 2 hereof) from such Initial
Purchaser, in exchange for such Securities, a like principal amount of Exchange
Securities.  The Company shall use its best efforts to cause


       

      
        
          
          

        

        
          
          

          
            

          

        

        
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        the
CUSIP Service Bureau to issue the same CUSIP number for such Exchange Securities
as for Exchange Securities issued pursuant to the Registered Exchange
Offer.

      

       

      2.  Shelf
Registration.  If (i) because of any change in law or
applicable interpretations thereof by the Commission’s staff the Company is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, (ii) the Exchange Offer Registration Statement is not declared effective
within 210 days after the original issuance of the Securities or the
Registered Exchange Offer is not consummated within 270 days after the
original issuance of the Securities, (iii) a Holder (including an Initial
Purchaser) of Securities notifies the Company following the completion of the
Registered Exchange Offer that the Securities held by such Holder are not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer, (iv) certain Holders (other than the Initial Purchasers) of the
Securities are prohibited by law or the policy of the Commission from
participating in the Registered Exchange Offer or the Exchange Securities may
not be freely transferable by such Holders other than by reason of such Holder
being an affiliate of the Company (it being understood that the requirement that
a participating Broker-Dealer deliver the prospectus contained in the Exchange
Offer Registration Statement in connection with sales of Exchange Securities
shall not result in such Exchange Securities being not “freely transferable”),
or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires Exchange Securities pursuant to
Section 1(d) hereof, such Initial Purchaser does not receive freely
tradeable Exchange Securities in exchange for Securities constituting any
portion of an unsold allotment (it being understood that (x) the
requirement that an Initial Purchaser deliver a prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the
Securities Act in connection with sales of Exchange Securities acquired in
exchange for such Securities shall not result in such Exchange Securities not
being “freely transferable” and (y) the requirement that an Exchanging
Dealer deliver a prospectus in connection with sales of Exchange Securities
acquired in the Registered Exchange Offer in exchange for Securities acquired as
a result of market-making activities or other trading activities shall not
result in such Exchange Securities being not “freely transferable”), then the
following provisions shall apply:

       

      (a)  The
Company shall promptly (i) file (but in no event more than 30 days after so
required or requested pursuant to this Section 2) with the Commission, and, if
such registration statement is not a registration statement that shall become
effective upon filing thereof pursuant to General Instruction I.D. of Form S-3
(an “Automatic Shelf Registration Statement”), thereafter shall use their
reasonable best efforts to cause to be declared effective, a shelf registration
statement on an appropriate form under the Securities Act relating to the offer
and sale of the Transfer Restricted Securities (as defined herein) by the
Holders thereof from time to time in accordance with the methods of distribution
set forth in such registration statement (hereafter, a “Shelf Registration
Statement” and, together with any Exchange Offer Registration Statement, a
“Registration Statement”) or (ii) solely at its option, in lieu of filing a
shelf registration statement and causing such registration statement to be
declared effective as described in clause (i) above, designate, by means of an
Officers’ Certificate (as defined in the Indenture), an existing Automatic Shelf
Registration Statement as a Shelf Registration Statement able to be used for the
offer and sale of the Transfer Restricted Securities.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      (b)  Subject
to any Suspension Periods provided for in Section 1, the Company shall keep
the Shelf Registration Statement continuously effective, supplemented and
amended, or shall file additional registration statements, as required by the
Securities Act, in order to permit the prospectus forming part thereof to be
used by Holders of Transfer Restricted Securities for a period ending on the
earlier of (i) one year from the effective date of the Shelf Registration
Statement or such shorter period that will terminate when all the Transfer
Restricted Securities covered by the Shelf Registration Statement have been sold
pursuant thereto and (ii) the date the Transfer Restricted Securities cease to
be outstanding (in any such case, such period being called the “Shelf
Registration Period”).  The Company shall be deemed not to have
complied with this paragraph (b) if it voluntarily takes any action that
would result in Holders of Transfer Restricted Securities covered thereby not
being able to offer and sell such Transfer Restricted Securities during that
period, unless such action is required by applicable law.

       

      (c)  Notwithstanding
any other provisions hereof, the Company shall ensure that (i) any Shelf
Registration Statement and any amendment thereto and any prospectus forming part
thereof and any supplement thereto complies in all material respects with the
Securities Act and the rules and regulations of the Commission thereunder, (ii)
any Shelf Registration Statement and any amendment thereto (in either case,
other than with respect to information included therein in reliance upon or in
conformity with written information furnished to the Company by or on behalf of
any Holder specifically for use therein (the “Holders’ Information”)) does not,
when it becomes effective, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading and (iii) any prospectus forming part of
any Shelf Registration Statement, and any supplement to such prospectus (in
either case, other than with respect to Holders’ Information), does not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

       

      3.  Additional
Interest.  1)If (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 or an Automatic Shelf Registration
Statement is not designated as a Shelf Registration Statement able to be used
for the offer and sale of the Transfer Restricted Securities within
210 days after the original issuance of the Securities, (iii) 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) the Company is required to file
the Shelf Registration Statement in accordance with Section 2, the Company
does not so file the Shelf Registration Statement or designate an Automatic
Shelf Registration Statement to be used for the offer and sale of the Transfer
Restricted Securities and a prospectus supplement covering the offer and sale of
the Transfer Restricted Securities is not filed with respect to an Automatic
Shelf Registration Statement so designated 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


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          8
or
so designated 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 or immediately
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 (“Additional Interest”) to each Holder of
Transfer Restricted Securities, during the period of one or more such
Registration Defaults, at a rate of 0.25% per annum on the applicable principal
amount of Transfer Restricted 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.  Such
obligation to pay Additional Interest shall survive until (i) the applicable
Registration Statement is filed, (ii) the Exchange Offer Registration Statement
is declared effective and the Registered Exchange Offer is consummated with
respect to all properly tendered Securities, (iii) the Shelf Registration
Statement is declared effective or (iv) the Shelf Registration Statement again
becomes effective (or is superseded by another effective Shelf Registration
Statement), as the case may be. Following the cure of all Registration Defaults,
the accrual of Additional Interest will cease.

      

       

      As
used herein, the term “Transfer Restricted Securities” means (i) each Security
until the date on which such Security has been exchanged for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) each
Security until the date on which it has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iii) each Security until the date on which it is distributed
to the public pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144 without limitations.  Notwithstanding anything to
the contrary in this Section 3(a), the Company shall not be required to pay
Additional Interest to a Holder of Transfer Restricted Securities if such Holder
failed to comply with its obligations to make the representations set forth in
the third to last paragraph of Section 1 or failed to provide the information
required to be provided by it, if any, pursuant to
Section 4(n).

       

      (b)  The
Company shall notify the Trustee and the paying agent under the Indenture
immediately upon the happening of each and every Registration
Default.  The Company shall pay the Additional Interest due on the
Transfer Restricted Securities by depositing with the paying agent (which may
not be the Company for these purposes), in trust, for the benefit of the Holders
thereof, prior to 11:00 a.m., New York City time, on the next applicable
interest payment date specified by the Indenture and the Securities, sums
sufficient to pay the Additional Interest then due.  The Additional
Interest due shall be payable on each applicable interest payment date specified
by the Indenture and the Securities to the record holder entitled to receive the
interest payment to be made on such date.  Each obligation to pay
Additional Interest shall be deemed to accrue from and include the date of the
applicable Registration Default.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      (c)  The
parties hereto agree that the Additional Interest provided for in this Section 3
constitute a reasonable estimate of and are intended to constitute the sole
damages that will be suffered by Holders of Transfer Restricted Securities by
reason of the failure of (i) the Shelf Registration Statement or the Exchange
Offer Registration Statement to be filed, (ii) the Shelf Registration Statement
to remain effective or (iii) the Exchange Offer Registration Statement to be
declared effective and the Registered Exchange Offer to be consummated, in each
case to the extent required by this Agreement.

       

      4.  Registration
Procedures.  In connection with any Registration Statement, the
following provisions shall apply:

       

      (a)  The
Company shall (i) furnish to each of the Initial Purchasers a copy of the
Registration Statement and each amendment thereof and each supplement (other
than reports required to be filed by it under the Exchange Act), if any, to the
prospectus included therein and shall use its reasonable best efforts to reflect
in each such document, when so filed with the Commission, such comments as any
Initial Purchaser or any Holder may reasonably propose; (ii) include the
information set forth (A) in Annex A hereto on the cover of such prospectus, (B)
in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of
the Exchange Offer” section of such prospectus, (C) in Annex C hereto in the
“Plan of Distribution” section of the prospectus forming a part of the Exchange
Offer Registration Statement and (D) in Annex D hereto in any Letter of
Transmittal delivered pursuant to the Registered Exchange Offer, in each case
subject to any changes, additions, deletions or moving of such disclosure
required by the SEC; and (iii) if requested by an Initial Purchaser, include the
information required by Items 507 or 508 of Regulation S-K, as applicable, in
the prospectus forming part of the Exchange Offer Registration
Statement.

       

      (b)  The
Company shall advise each of the Initial Purchasers, each Exchanging Dealer and
the Holders (if applicable) and, if requested by any such person, confirm such
advice in writing (which advice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):

       

      i)
when any Registration Statement and any amendment thereto has been filed with
the Commission and when such Registration Statement or any post-effective
amendment thereto has become effective;

       

      ii)
of any request by the Commission for amendments or supplements to any
Registration Statement or the prospectus included therein or for additional
information;

       

      iii)
if known by the Company, of the issuance by the Commission of any stop order
suspending the effectiveness of any Registration Statement or the initiation of
any proceedings for that purpose;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      iv)
of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Securities or the Exchange Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and

       

      v)
of the happening of any event that requires the making of any changes in any
Registration Statement or the prospectus included therein in order that the
statements therein are not misleading and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.

       

      (c)  The
Company shall make every reasonable effort to obtain the withdrawal at the
earliest possible time of any order suspending the effectiveness of any
Registration Statement or qualifying the Securities therein for sale in any
jurisdiction.

       

      (d)  The
Company shall furnish to each Holder of Transfer Restricted Securities included
within the coverage of any Shelf Registration Statement, without charge, upon
the written request of such Holder, at least one conformed copy of such Shelf
Registration Statement and any post-effective amendment thereto, including all
material incorporated therein by reference, including financial statements and
schedules and, if any such Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).

       

      (e)  The
Company shall, during the Shelf Registration Period, promptly deliver to each
Holder of Transfer Restricted Securities included within the coverage of any
Shelf Registration Statement, without charge, as many copies of the prospectus
(including each preliminary prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request; and the Company consents to the use of such prospectus or any amendment
or supplement thereto by each of the selling Holders of Transfer Restricted
Securities in connection with the offer and sale of the Transfer Restricted
Securities covered by such prospectus or any amendment or supplement
thereto.

       

      (f)  The
Company shall furnish to each Exchanging Dealer who so requests in writing,
without charge, at least one conformed copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules and, if any Exchanging Dealer so requests in writing,
all exhibits thereto (including those, if any, incorporated by
reference).

       

      (g)  The
Company shall, during the Exchange Offer Registration Period or the Shelf
Registration Period, as applicable, promptly deliver to each Initial Purchaser,
each Exchanging Dealer and such other persons that are required to deliver a
prospectus following the Registered Exchange Offer, without charge, as many
copies of the final prospectus included in the Exchange Offer Registration
Statement or the Shelf Registration Statement and any amendment or supplement
thereto as such Initial Purchaser, Exchanging Dealer or other persons may
reasonably request; and the Company consents to the use of such prospectus or
any amendment or supplement thereto by any such Initial Purchaser, Exchanging
Dealer or other persons, as applicable, as aforesaid.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
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      (h)  Prior
to the effective date of any Registration Statement, the Company shall use its
reasonable best efforts to register or qualify, or cooperate with the Holders of
Securities or Exchange Securities included therein and their respective counsel
in connection with the registration or qualification of, such Securities or
Exchange Securities for offer and sale under the securities or blue sky laws of
such jurisdictions as any such Holder reasonably requests in writing and do any
and all other acts or things necessary or advisable to enable the offer and sale
in such jurisdictions of the Securities or Exchange Securities covered by such
Registration Statement, provided that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process or to taxation in any such jurisdiction
where it is not then so subject.

       

      (i)  The
Company shall cooperate with the Holders of Securities or Exchange Securities to
facilitate the timely preparation and delivery of certificates representing
Securities or Exchange Securities to be sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as the Holders thereof may request in writing at least
one business day prior to sales of Securities or Exchange Securities pursuant to
such Registration Statement.

       

      (j)  If
any event contemplated by Section 4(b)(ii) through (v) occurs during the period
for which the Company is required to maintain an effective Registration
Statement, the Company shall promptly prepare and file with the Commission a
post-effective amendment to the Registration Statement or an amendment or a
supplement to the related prospectus or file any other required document so
that, as thereafter delivered to purchasers of the Securities or Exchange
Securities from a Holder, the prospectus will not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  In such circumstances, other than with respect
to any Shelf Suspension Period, the period of effectiveness of the Exchange
Offer Registration Statement provided for in Section 1 and the Shelf
Registration Statement provided for in Section 2(b) shall each be extended
by the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(b) to and including the date when the
Initial Purchasers, the Holders of the Securities and any known Exchanging
Dealer shall have received such amended or supplemented Prospectus pursuant to
this Section.

       

      (k)  Not
later than the effective date of the applicable Registration Statement, the
Company shall obtain a CUSIP number for the Securities and the Exchange
Securities and provide the applicable trustee with printed certificates for the
Securities or the Exchange Securities, as the case may be, in a form eligible
for deposit with The Depository Trust Company.

       

      (l)  The
Company shall comply with all applicable rules and regulations of the Commission
and make generally available to the Company’s security holders as soon as
reasonably practicable after the effective date of the applicable Registration
Statement an earning statement satisfying the provisions of Section 11(a) of the
Securities Act, provided that in no
event shall such earning statement be delivered later than 45 days 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          12

        

         

        after
the end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the applicable Registration Statement, which
statement shall cover such 12-month period.

      

       

      (m)  The
Company shall cause the Indenture to be qualified under the Trust Indenture Act
as required by applicable law in a timely manner.

       

      (n)  The
Company may require each Holder of Transfer Restricted Securities to be
registered pursuant to any Shelf Registration Statement to furnish to the
Company such information concerning the Holder and the distribution of such
Transfer Restricted Securities as the Company may from time to time reasonably
require for inclusion in such Shelf Registration Statement, and the Company may
exclude from such registration the Transfer Restricted Securities of any Holder
that fails to furnish such information within a reasonable time after receiving
such request.

       

      (o)  In
the case of a Shelf Registration Statement, each Holder of Transfer Restricted
Securities to be registered pursuant thereto agrees by acquisition of such
Transfer Restricted Securities that, upon receipt of any notice from the Company
pursuant to Section 4(b)(ii) through (v), such Holder will discontinue
disposition of such Transfer Restricted Securities until such Holder’s receipt
of copies of the supplemental or amended prospectus contemplated by Section 4(j)
or until advised in writing (the “Advice”) by the Company that the use of the
applicable prospectus may be resumed.  If the Company shall give any
notice under Section 4(b)(ii) through (v) during the period that the Company is
required to maintain an effective Registration Statement (the “Effectiveness
Period”), other than with respect to any Shelf Suspension Period, such
Effectiveness Period shall be extended by the number of days during such period
from and including the date of the giving of such notice to and including the
date when each seller of Transfer Restricted Securities covered by such
Registration Statement shall have received (x) the copies of the supplemental or
amended prospectus contemplated by Section 4(j) (if an amended or supplemental
prospectus is required) or (y) the Advice (if no amended or supplemental
prospectus is required).

       

      (p)  In
the case of a Shelf Registration Statement, the Company shall enter into such
customary agreements (including, if requested, an underwriting agreement in
customary form) and take all such other action, if any, as Holders of a majority
in aggregate principal amount of the Securities or Exchange Securities being
sold or the managing underwriters, if any, shall reasonably request in order to
facilitate any disposition of Securities or Exchange Securities pursuant to such
Shelf Registration Statement.

       

      (q)  In
the case of any Shelf Registration Statement, the Company shall:

       

      (i)
make reasonably available for inspection by the Holders of, representatives and
counsel to, a majority in aggregate principal amount of the Securities to be
registered thereunder, any underwriter participating in any disposition pursuant
to such Registration Statement and any attorney, accountant 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          13

        

         

        or
other agent retained by such Holders or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of the
Company;

      

       

      (ii)
cause the Company’s officers, directors and employees to supply all relevant
information reasonably requested by the Holders or any such underwriter,
attorney, accountant or agent in connection with any such Shelf Registration
Statement as is customary for similar due diligence examinations; provided, however, that the
foregoing inspection and information gathering shall be coordinated on behalf of
the Initial Purchasers by Citigroup Global Markets Inc. in connection with any
underwritten Shelf Registration Statement to which it is a party, and on behalf
of the Holders by one counsel designated by the Holders of a majority of the
Securities; provided, further, that any
information provided pursuant to Section 4(q)(i) and (ii) that is designated in
writing by the Company, in good faith, as confidential at the time of delivery
of such information shall be kept confidential by the Holders or any such
underwriter, attorney, accountant or agent, and shall be used only in connection
with such Shelf Registration and the transactions contemplated thereby unless
such disclosure is made in connection with a court proceeding or required by
law, or such information becomes available to the public generally or through a
third party without an accompanying obligation of confidentiality;

       

      (iii)
make such representations and warranties to the underwriters, if any, in form,
substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and covering matters including, but not limited
to, those set forth in the Purchase Agreement;

       

      (iv)
obtain opinions of its counsel and updates thereof (which counsel and opinions
(in form, scope and substance) shall be reasonably satisfactory to the
underwriters, if any) addressed to each selling Holder and the underwriters, if
any, covering such matters as are customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
such Holders and underwriters;

       

      (v)
if requested in writing by Holders of a majority in aggregate principal amount
of the Securities to be registered thereunder or by any underwriter
participating in any disposition pursuant to such Shelf Registration Statement,
to use its reasonable best efforts to obtain “cold comfort” letters and updates
thereof from the independent certified public accountants of the Company,
addressed to each selling Holder of Securities registered thereunder and the
underwriters, if any, in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with primary
underwritten offerings; and

       

      (vi)
deliver such documents and certificates as may be reasonably requested by the
Holders of a majority in aggregate principal amount of the Securities and the
Exchange Securities being sold and the underwriters, if any, 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          14

        

         

        and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company.

      

       

      The
actions set forth in clauses (iii), (iv) and (v) of this subsection shall
be performed at (A) the effectiveness of such Shelf Registration Statement
and, if applicable, each post-effective amendment thereto or, in the case of the
designation of an existing Automatic Shelf Registration Statement for the offer
and sale of Transfer Restricted Securities, upon the filing of a prospectus
supplement relating to such offer and sale of Transfer Restricted Securities or
any post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required
thereunder.

       

      (r)  If
a Registered Exchange Offer is to be consummated, upon delivery of the
Securities by Holders to the Company (or to such other person as directed by the
Company) in exchange for the Exchange Securities, the Company shall mark, or
cause to be marked, on the Securities so exchanged that such Securities are
being canceled in exchange for the Exchange Securities.  In no event
shall the Securities be marked as paid or otherwise satisfied.

       

      (s)  The
Company will use its reasonable best efforts to cause the Securities covered by
a Registration Statement to be rated with at least one nationally recognized
statistical rating agency, if so requested by Holders of a majority in aggregate
principal amount of the Securities and the Exchange Securities being sold with
respect to the related Registration Statement or by any
underwriters.

       

      (t)  In
the event that any Broker-Dealer shall underwrite any Securities or participate
as a member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Rules of Fair Practice and the By-Laws
of the Financial Industry Regulatory Authority, Inc.) thereof, whether as a
Holder of such Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company shall assist such
Broker-Dealer in complying with the requirements of such Rules and By-Laws,
including, without limitation, by:

       

      (i)
if such Rules or By-Laws shall so require, engaging a “qualified independent
underwriter” (as defined in such Rules) to participate in the preparation of the
Registration Statement, to exercise usual standards of due diligence with
respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such
Securities;

       

      (ii)
indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 6 hereof;
and

       

      (iii)
providing such information to such Broker-Dealer as may be required in order for
such Broker-Dealer to comply with the requirements of such Rules.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          15

        

      

      5.  Registration
Expenses.  The Company shall bear all expenses incurred in
connection with the performance of their obligations under Sections 1, 2, 3
and 4 and, in the case of a Shelf Registration Statement, the Company shall
reimburse the Holders for the reasonable fees and disbursements of one firm of
attorneys (in addition to any local counsel) chosen by the Holders of a majority
in aggregate principal amount of the Securities and the Exchange Securities to
be sold pursuant to each Registration Statement acting for the Holders and the
Initial Purchasers in connection therewith and, in the case of any Exchange
Offer Registration Statement, will reimburse the Initial Purchasers for the
reasonable fees and disbursements of counsel acting in connection
therewith.

       

      6.  Indemnification.  vi)In
the event of a Shelf Registration Statement or in connection with any prospectus
delivery pursuant to an Exchange Offer Registration Statement by an Exchanging
Dealer, the Company shall indemnify and hold harmless each Holder (including,
without limitation, each Initial Purchaser and any such Exchanging Dealer),
their affiliates, their respective officers, directors, employees,
representatives and agents, and each person, if any, who controls such Holder
within the meaning of the Securities Act or the Exchange Act (collectively
referred to for purposes of this Section 6 and Section 7 as a Holder),
from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, without limitation, any loss, claim,
damage, liability or action relating to purchases and sales of Securities or
Exchange Securities), to which that Holder may become subject, whether commenced
or threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any such Registration Statement or any prospectus forming part
thereof or in any amendment or supplement thereto or any “issuer free writing
prospectus” within the meaning of the Securities Act approved by the Company or
(ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and shall reimburse each indemnified party promptly upon demand for
any legal or other expenses reasonably incurred by that indemnified party in
connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon, an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with any Holders’
Information.

       

      (b)  In
the event of a Shelf Registration Statement, each Holder severally and not
jointly shall indemnify and hold harmless the Company, its affiliates, its
respective officers, directors, employees, representatives and agents, and each
person, if any, who controls the Company, within the meaning of the Securities
Act or the Exchange Act (collectively referred to for purposes of this Section
6(b) and Section 7 as the Company), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Company may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          16

        

         

        or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming a part thereof or in
any amendment or supplement thereto or any “issuer free writing prospectus”
within the meaning of the Securities Act or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with any
Holders’ Information furnished to the Company by such Holder, and shall
reimburse the Company for any legal or other expenses reasonably incurred by the
Company, in connection with investigating or defending or preparing to defend
against or appearing as a third party witness in connection with any such loss,
claim, damage, liability or action as such expenses are incurred; provided, however, that no such
Holder shall be liable for any indemnity claims hereunder in excess of the
amount of net proceeds received by such Holder from the sale of Securities or
Exchange Securities pursuant to such Shelf Registration
Statement.

      

       

      (c)  Promptly
after receipt by an indemnified party under this Section 6 of notice of any
claim or the commencement of any action, the indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party pursuant to
Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or
the commencement of that action; provided, however, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have under this Section 6 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses)
by such failure; and provided further, however, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section
6.  If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party.  After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such claim or action,
the indemnifying party shall not be liable to the indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than the
reasonable costs of investigation; provided, however, that an
indemnified party shall have the right to employ its own counsel in any such
action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the
indemnifying party, (3) a conflict or potential conflict exists (based upon
advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party (in which case the indemnifying party will not have the
right to direct the defense of such action on behalf 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          17
of
the indemnified party) or (4) the indemnifying party has not in fact employed
counsel reasonably satisfactory to the indemnified party to assume the defense
of such action within a reasonable time after receiving notice of the
commencement of the action, in each of which cases the reasonable fees,
disbursements and other charges of counsel will be at the expense of the
indemnifying party or parties. It is understood that the indemnifying party or
parties shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees, disbursements and
other charges of more than one separate firm of attorneys (in addition to any
local counsel) at any one time for all such indemnified party or parties. Each
indemnified party, as a condition of the indemnity agreements contained in
Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the
indemnifying party in the defense of any such action or claim. No indemnifying
party shall be liable for any settlement of any such action effected without its
written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party (which consent shall not be
unreasonably withheld), effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability or claims that were raised or could have been raised by
such plaintiff in such proceeding.

      

       

      7.  Contribution.  If
the indemnification provided for in Section 6 is unavailable or insufficient to
hold harmless an indemnified party under Section 6(a) or 6(b), then each
indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits
received by the indemnified party, on the one hand, and the indemnifying party,
on the other hand, from the Initial Placement and the Registration Statement
which resulted in such loss, claim, damage or liability, or action in respect
thereof, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and such Holder, on the other, with respect
to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations.  Benefits received by the Company shall be deemed to
be equal to the total net proceeds from the Initial Placement (before deducting
expenses) received by the Company, and benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions in each case set forth on the cover of the Final
Memorandum.  Benefits received by any other Holders shall be deemed to
be equal to the value of receiving Securities or Exchange Securities, as
applicable, registered under the Securities Act.  The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to the Company or information supplied by the
Company on the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          18
one
hand or to any Holder or information supplied by such Holder on the other, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 7 were to be determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 7 shall be deemed to include, for
purposes of this Section 7, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim.  Notwithstanding the
provisions of this Section 7, an indemnifying party that is a Holder of
Securities or Exchange Securities shall not be required to contribute any amount
in excess of the amount by which (A) with respect to any Holder, the total price
at which the Securities or Exchange Securities sold by such indemnifying party
to any purchaser, (B) with respect to a Purchaser, the total consideration
received by such Purchaser pursuant to the Purchase Agreement, as the case may
be, exceeds the amount of any damages which such indemnifying party has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

      

       

      8.  Rules 144 and
144A.   So long as Transfer Restricted Securities remain
outstanding, the Company shall use its reasonable best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the written request of any Holder of Transfer Restricted
Securities, make publicly available other information so long as necessary to
permit sales of such Holder’s securities pursuant to Rules 144 and
144A.  So long as Transfer Restricted Securities remain outstanding,
upon the written request of any Holder of Transfer Restricted Securities, the
Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements. Notwithstanding the foregoing, nothing in this
Section 8 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.

       

      9.  Underwritten
Registrations.  If any of the Transfer Restricted Securities
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of such Transfer Restricted Securities included in
such offering, subject to the consent of the Company (which shall not be
unreasonably withheld or delayed), and such Holders shall be responsible for all
underwriting commissions and discounts in connection therewith.

       

      No
person may participate in any underwritten registration hereunder unless such
person (i) agrees to sell such person’s Transfer Restricted Securities on the
basis reasonably provided in any underwriting arrangements approved by the
persons 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          19

        

         

        entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

      

       

      10.  Miscellaneous.  vii)Amendments and
Waivers.  The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of a majority in aggregate principal amount of the Securities
and the Exchange Securities; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective.  Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders whose Securities
or Exchange Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by Holders of a majority in aggregate
principal amount of the Securities and the Exchange Securities being sold by
such Holders pursuant to such Registration Statement.

       

      (b)  Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail, telecopier or any courier
guaranteeing next-day delivery:

       

      (1)
if to a Holder, at the most current address given by such Holder to the Company
in accordance with the provisions of this Section 10(b), which address initially
is, with respect to each Holder, the address of such Holder maintained by the
Registrar under the Indenture;

       

      (2) if
to you, initially at the respective addresses set forth in the Purchase
Agreement; and

       

      (3)
if to the Company, initially at the address of the Company set forth in the
Purchase Agreement.

       

      All
such notices and communications shall be deemed to have been duly
given:  when delivered by hand, if personally delivered; when
delivered by e mail, if receipt is acknowledged in a reply e-mail by the
recipient; one business day after being delivered to a next-day air courier;
five business days after being deposited in the mail; and when receipt is
acknowledged by the recipient’s telecopier machine, if sent by
telecopier.

       

      (c)  Successors And
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the Exchange
Securities.  The Company hereby agrees to extend the benefits of this
Agreement to any Holder of Securities and the Exchange 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          20

        

         

        Securities,
and any such Holder may specifically enforce the provisions of this Agreement as
if an original party hereto.

      

       

      (d)  Counterparts.  This
Agreement may be executed in any number of counterparts (which may be delivered
in original form or by telecopier) and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.

       

      (e)  Definition of
Terms.  For purposes of this Agreement, (a) the term “business
day” means any day on which the New York Stock Exchange, Inc. is open for
trading, (b) the term “subsidiary” has the meaning set forth in Rule 405 under
the Securities Act, (c) except where otherwise expressly provided, the term
“affiliate” has the meaning set forth in Rule 405 under the Securities Act, (d)
the term “Broker-Dealer” shall mean any broker or dealer registered as such
under the Exchange Act, (e) the term “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder, (f) the term “Securities Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder, (g) the term “Exchange Offer Registration
Period” shall mean the 210 day period following the consummation of the
Registered Exchange Offer, exclusive of any period during which any stop order
shall be in effect suspending the effectiveness of the Exchange Offer
Registration Statement, and (h) the term “Shelf Registration” shall mean a
registration effected pursuant to Section 2 hereof.

       

      (f)  Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

       

      (g)  Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed within the
State of New York.

       

      (h)  No Inconsistent
Agreements.  The Company has not entered into, or shall not, on
or after the date of this Agreement, enter into any agreement that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.

       

      (i)  Severability.  The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.  If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or
unenforceable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          21

        

      

      (j)  Securities Held by the
Company, etc.  Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities or Exchange Securities is
required hereunder, Securities or Exchange Securities, as applicable, held by
the Company or its Affiliates shall be disregarded and deemed not to be
outstanding in determining whether such consent or approval was given by the
Holders of such required percentage.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          22

        

      

       

      Please
confirm that the foregoing correctly sets forth the agreement among the Company,
the Subsidiary Guarantors and the several Initial Purchasers.

       

      
        
          	 
      	
                  Very
      truly yours,

                
	 
      	 
      
	 
      	
                  RITE
      AID CORPORATION,

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By

                	 
      	
                  /s/
      Marc A. Strassler

                
	 
      	 
      	
                  Name:

                	
                  Marc
      A. Strassler

                
	 
      	 
      	
                  Title:

                	
                  Executive
      Vice

                
	 
      	 
      	 
      	
                  President,
      General 

                
	 
      	 
      	 
      	Counsel
      and Secretary


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          23

        

      

       

      
        
          	 
      	
                   

                
	 
      	 
      
	 
      	
                  Each
      of the Subsidiary

                  Guarantors listed on

                  Schedule I hereto,

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By

                	 
      	
                  /s/
      Marc A. Strassler

                
	 
      	 
      	
                  Name:

                	
                  Marc
      A. Strassler

                
	 
      	 
      	
                  Title:

                	
                  Authorized
      Person

                
	 
      	 
      	 
      	
                   

                
	 
      	 
      	 
      	 


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          24

        

      

       

      
        
          The
foregoing Agreement is hereby

          confirmed
and accepted as of the

          date
first above written.

          


          Citigroup
Global Markets Inc.

          Banc
of America Securities LLC

          Wachovia
Capital Markets, LLC

          


          By:  Citigroup
Global Markets Inc.

           

          by


          
            	 
      	 
      	
                    /s/
      David Leland

                  	 
      	 
      
	 
      	
                    Name:

                  	
                    David
      Leland

                  	 
      	 
      
	 
      	
                    Title:

                  	
                    Vice
      President

                  	 
      	 
      


          

          


          


          


          By:  Banc
of America Securities LLC

           

          by


          
            	 
      	 
      	
                    /s/
      Aaron Peyton

                  	 
      	 
      
	 
      	
                    Name:

                  	
                    Aaron
      Peyton

                  	 
      	 
      
	 
      	
                    Title:

                  	
                    Principal

                  	 
      	 
      


          

          


          


          


          By:  Wachovia
Capital Markets, LLC

           

          by


          
            	 
      	 
      	
                    /s/
      Scott Yarbrough

                  	 
      	 
      
	 
      	
                    Name:

                  	
                    Scott
      Yarbrough

                  	 
      	 
      
	 
      	
                    Title:

                  	
                    Director

                  	 
      	 
      


          

          


          For
themselves and the other several

          Initial
Purchasers named in Schedule I

          to
the Purchase Agreement.

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
ANNEX A

       

      Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Registered Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Securities.  The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act.  This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Securities where
such Securities were acquired by such broker-dealer as a result of market-making
activities or other trading activities.  The Company has agreed that,
starting on the Expiration Date (as defined herein) and ending on the close of
business 210 days after the Expiration Date, it will make this prospectus
available to any broker-dealer for use in connection with any such
resale.  See “Plan of Distribution.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX B

       

      Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Securities, where such Securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Securities.  See “Plan of Distribution.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX
C

       

      PLAN
OF DISTRIBUTION

       

      Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Registered Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Securities.  This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities.  The Company has
agreed that, starting on the Expiration Date (as defined herein) and ending on
the close of business 210 days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale.  In addition, until
_______________, 200__, all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.

       

      The
Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers.  Exchange Securities received by broker-dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices.  Any such resale may be made directly
to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities.  Any broker-dealer that
resells Exchange Securities that were received by it for its own account
pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Securities may be deemed to be
an “underwriter” within the meaning of the Securities Act and any profit on any
such resale of Exchange Securities and any commission or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities
Act.

       

      For
a period of 210 days after the Expiration Date the Company will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  The Company has agreed to pay all expenses incident to
the Registered Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX D

       

      
        
          	
                  o

                	
                  CHECK
      HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES
      OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
      THERETO.

                
	 	 
	 	 
	 	
                  Name:

                  Address:

                


        

      

      


      


      
      

      If
the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities.  If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE 1

       

      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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          2

        

      

       

      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.

      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.
Realty 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          3

        

      

       

      PJC
of Vermont, Inc.

      Rite
Aid Payroll Management Inc.

      Rite
Aid Online Store 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.