Exhibit 4.1


EXECUTION
COPY


RITE AID
CORPORATION


9.375% Senior
Notes due 2015






AMENDED AND
RESTATED INDENTURE


Dated as of June
4, 2007






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


Trustee

















TABLE OF CONTENTS


	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Definitions and
  Incorporation by Reference

  	
   

  	
   

  
	
  SECTION 1.01. 
  Definitions

  	
   

  	
  1

  
	
  SECTION 1.02. 
  Other Definitions

  	
   

  	
  30

  
	
  SECTION 1.03. 
  Incorporation by Reference of Trust Indenture Act

  	
   

  	
  31

  
	
  SECTION 1.04. 
  Rules of Construction

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01. 
  Amount of Securities; Issuable in Series

  	
   

  	
  32

  
	
  SECTION 2.02. 
  Form and Dating

  	
   

  	
  33

  
	
  SECTION 2.03. 
  Execution and Authentication

  	
   

  	
  33

  
	
  SECTION 2.04. 
  Registrar and Paying Agent

  	
   

  	
  34

  
	
  SECTION 2.05. 
  Paying Agent To Hold Money in Trust

  	
   

  	
  34

  
	
  SECTION 2.06. 
  Holder Lists

  	
   

  	
  34

  
	
  SECTION 2.07. 
  Replacement Securities

  	
   

  	
  35

  
	
  SECTION 2.08. 
  Outstanding Securities

  	
   

  	
  35

  
	
  SECTION 2.09. 
  Temporary Securities

  	
   

  	
  35

  
	
  SECTION 2.10. 
  Cancellation

  	
   

  	
  35

  
	
  SECTION 2.11. 
  Defaulted Interest

  	
   

  	
  36

  
	
  SECTION 2.12. 
  CUSIP Numbers

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Redemption

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01. 
  Notices to Trustee

  	
   

  	
  36

  
	
  SECTION 3.02. 
  Selection of Securities To Be Redeemed

  	
   

  	
  36

  
	
  SECTION 3.03. 
  Notice of Redemption

  	
   

  	
  37

  
	
  SECTION 3.04. 
  Effect of Notice of Redemption

  	
   

  	
  37

  
	
  SECTION 3.05. 
  Deposit of Redemption Price

  	
   

  	
  37

  
	
  SECTION 3.06. 
  Securities Redeemed in Part

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01. 
  Payment of Securities

  	
   

  	
  38

  
	
  SECTION 4.02. 
  SEC Reports

  	
   

  	
  38

  
	
  SECTION 4.03. 
  Limitation on Debt

  	
   

  	
  38

  



 



 i
 








 


	
  SECTION 4.04. 
  Limitation on Restricted Payments

  	
   

  	
  42

  
	
  SECTION 4.05. 
  Limitation on Liens

  	
   

  	
  45

  
	
  SECTION 4.06. 
  Limitation on Asset Sales

  	
   

  	
  45

  
	
  SECTION 4.07. 
  Limitation on Restrictions on Distributions from Restricted

                                    Subsidiaries

  	
   

  	
  48

  
	
  SECTION 4.08. 
  Limitation on Transactions with Affiliates

  	
   

  	
  50

  
	
  SECTION 4.09. 
  Guarantees by Subsidiaries

  	
   

  	
  51

  
	
  SECTION 4.10.  Limitation on Sale and Leaseback
  Transactions

  	
   

  	
  52

  
	
  SECTION 4.11. 
  Designation of Restricted and Unrestricted Subsidiaries

  	
   

  	
  52

  
	
  SECTION 4.12. 
  [Intentionally omitted].

  	
   

  	
  53

  
	
  SECTION 4.13. 
  Change of Control

  	
   

  	
  53

  
	
  SECTION 4.14. 
  Further Instruments and Acts

  	
   

  	
  55

  
	
  SECTION 4.15. 
  Covenant Suspension

  	
   

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Successor
  Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01. 
  When Company May Merge or Transfer Assets

  	
   

  	
  56

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Defaults and
  Remedies

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01. 
  Events of Default

  	
   

  	
  58

  
	
  SECTION 6.02. 
  Acceleration

  	
   

  	
  60

  
	
  SECTION 6.03. 
  Other Remedies

  	
   

  	
  61

  
	
  SECTION 6.04. 
  Waiver of Past Defaults

  	
   

  	
  61

  
	
  SECTION 6.05. 
  Control by Majority

  	
   

  	
  61

  
	
  SECTION 6.06. 
  Limitation on Suits

  	
   

  	
  61

  
	
  SECTION 6.07. 
  Rights of Holders to Receive Payment

  	
   

  	
  62

  
	
  SECTION 6.08. 
  Collection Suit by Trustee

  	
   

  	
  62

  
	
  SECTION 6.09. 
  Trustee May File Proofs of Claim

  	
   

  	
  62

  
	
  SECTION 6.10. 
  Priorities

  	
   

  	
  62

  
	
  SECTION 6.11. 
  Undertaking for Costs

  	
   

  	
  63

  
	
  SECTION 6.12. 
  Waiver of Stay or Extension Laws

  	
   

  	
  63

  
	
  SECTION 6.13. 
  [Intentionally omitted].

  	
   

  	
  63

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01. 
  Duties of Trustee

  	
   

  	
  63

  
	
  SECTION 7.02. 
  Rights of Trustee

  	
   

  	
  64

  
	
  SECTION 7.03. 
  Individual Rights of Trustee

  	
   

  	
  65

  
	
  SECTION 7.04. 
  Trustee’s Disclaimer

  	
   

  	
  66

  
	
  SECTION 7.05. 
  Notice of Defaults

  	
   

  	
  66

  



 



 ii
 








 


	
  SECTION 7.06.  Reports by Trustee to Holders

  	
   

  	
  66

  
	
  SECTION 7.07. 
  Compensation and Indemnity

  	
   

  	
  66

  
	
  SECTION 7.08. 
  Replacement of Trustee

  	
   

  	
  67

  
	
  SECTION 7.09. 
  Successor Trustee by Merger

  	
   

  	
  68

  
	
  SECTION 7.10. 
  Eligibility; Disqualification

  	
   

  	
  68

  
	
  SECTION 7.11. 
  Preferential Collection of Claims Against Company

  	
   

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Discharge of
  Indenture; Defeasance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01. 
  Discharge of Liability on Securities; Defeasance

  	
   

  	
  68

  
	
  SECTION 8.02. 
  Conditions to Defeasance

  	
   

  	
  69

  
	
  SECTION 8.03. 
  Application of Trust Money

  	
   

  	
  71

  
	
  SECTION 8.04. 
  Repayment to Company

  	
   

  	
  71

  
	
  SECTION 8.05. 
  Indemnity for Government Obligations

  	
   

  	
  71

  
	
  SECTION 8.06. 
  Reinstatement

  	
   

  	
  71

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Amendments

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01. 
  Without Consent of Holders

  	
   

  	
  71

  
	
  SECTION 9.02. 
  With Consent of Holders

  	
   

  	
  72

  
	
  SECTION 9.03. 
  Compliance with Trust Indenture Act

  	
   

  	
  73

  
	
  SECTION 9.04. 
  Revocation and Effect of Consents and Waivers

  	
   

  	
  73

  
	
  SECTION 9.05. 
  Notation on or Exchange of Securities

  	
   

  	
  74

  
	
  SECTION 9.06.  Trustee To Sign Amendments

  	
   

  	
  74

  
	
  SECTION 9.07. 
  Payment for Consent

  	
   

  	
  74

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Subsidiary
  Guarantees

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01. 
  Subsidiary Guarantees

  	
   

  	
  74

  
	
  SECTION 10.02. 
  Contribution

  	
   

  	
  76

  
	
  SECTION 10.03. 
  Successors and Assigns

  	
   

  	
  76

  
	
  SECTION 10.04. 
  No Waiver

  	
   

  	
  76

  
	
  SECTION 10.05. 
  Modification

  	
   

  	
  77

  
	
  SECTION 10.06. 
  Release of Subsidiary Guarantor

  	
   

  	
  77

  
	
  SECTION 10.07. 
  Execution of Supplemental Indenture for Future Subsidiary

                                     Guarantors

  	
   

  	
  77

  



 



 iii
 








 


	
  

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.01. 
  Trust Indenture Act Controls

  	
   

  	
  78

  
	
  SECTION 11.02. 
  Notices

  	
   

  	
  78

  
	
  SECTION 11.03. 
  Communication by Holders with Other Holders

  	
   

  	
  79

  
	
  SECTION 11.04. 
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  79

  
	
  SECTION 11.05. 
  Statements Required in Certificate or Opinion

  	
   

  	
  79

  
	
  SECTION 11.06. 
  When Securities Disregarded

  	
   

  	
  80

  
	
  SECTION 11.07. 
  Rules by Trustee, Paying Agent and Registrar

  	
   

  	
  80

  
	
  SECTION 11.08. 
  Legal Holidays

  	
   

  	
  80

  
	
  SECTION 11.09. 
  Governing Law

  	
   

  	
  80

  
	
  SECTION 11.10. 
  No Recourse Against Others

  	
   

  	
  80

  
	
  SECTION 11.11. 
  Successors

  	
   

  	
  80

  
	
  SECTION 11.12. 
  Multiple Originals

  	
   

  	
  80

  
	
  SECTION 11.13. 
  Table of Contents; Headings

  	
   

  	
  80

  
	
  SECTION 11.14. 
  Waiver of Jury Trial

  	
   

  	
  81

  
	
  SECTION 11.15. 
  Force Majeure

  	
   

  	
  81

  



 


	
  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 Supplemental Indenture

  
	
   

  
	
  Exhibit C - 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)

  	
   

  	
  10.03

  
	
   

  	
  (c)

  	
   

  	
  10.03

  
	
  313

  	
  (a)

  	
   

  	
  7.06

  
	
   

  	
  (b)(1)

  	
   

  	
  7.06;

  10.02

  
	
   

  	
  (b)(2)

  	
   

  	
  7.06

  
	
   

  	
  (c)

  	
   

  	
  7.06;

  10.02

  
	
   

  	
  (d)

  	
   

  	
  7.06

  
	
  314

  	
  (a)

  	
   

  	
  4.02;

  4.09;

  7.06;

  10.02

  
	
   

  	
  (b)

  	
   

  	
  4.09;

  7.02;

  10.02

  
	
   

  	
  (c)(1)

  	
   

  	
  7.02

  
	
   

  	
  (c)(2)

  	
   

  	
  7.02

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  1.03;

  7.02

  
	
   

  	
  (e)

  	
   

  	
  10.05

  
	
   

  	
  (f)

  	
   

  	
  4.14

  
	
  315

  	
  (a)

  	
   

  	
  7.01

  
	
   

  	
  (b)

  	
   

  	
  7.05;

  10.02

  
	
   

  	
  (c)

  	
   

  	
  7.01

  
	
   

  	
  (d)

  	
   

  	
  7.01

  
	
   

  	
  (e)

  	
   

  	
  6.11

  
	
  316

  	
  (a) (last sentence)

  	
   

  	
  10.06

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  6.05

  



 



 v
 








 


	
  

  	
  (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)

  	
   

  	
  10.01

  



 


N.A. Means Not
Applicable.


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



 vi















AMENDED AND RESTATED INDENTURE dated as of June 4, 2007, 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 TRUST COMPANY,
N.A., a banking association organized and existing under the laws of the United
States of America, as Trustee (the “Trustee”).


WHEREAS, Rite Aid Escrow Corp., a Delaware corporation
and a wholly owned subsidiary of the Company (the “Escrow Issuer”), has entered
into that certain Indenture, dated as of June 1, 2007 (the “Initial Indenture”),
between the Escrow Issuer and the Trustee; and


WHEREAS, on June 1, 2007, the Escrow Issuer issued and
sold $410,000,000 aggregate principal amount of Initial Securities (as defined
below) pursuant to the Initial Indenture; and


WHEREAS, on the date hereof, pursuant to the Escrow
Issuer Merger (as defined in the Initial Indenture), the Escrow Issuer has
merged with and into the Company, with the Company continuing as the surviving
corporation; and


WHEREAS, in furtherance of the Escrow Issuer Merger,
the parties hereto wish to amend and restate the Initial Indenture in its
entirety to evidence the Company (as successor to the Escrow Issuer) with
respect to the Securities (as defined below) and the guarantee of the
Securities by the Subsidiary Guarantors;


NOW, THEREFORE, in consideration of the foregoing and
for good and valid consideration the receipt of which is hereby acknowledged,
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 9.375% Senior Notes
due 2015, to be issued, from time to time, in one or more series as provided in
this Indenture (the “Initial Securities”, including, without limitation, the
$410,000,000 aggregate principal amount of 9.375% Senior Notes due 2015 issued
by the Escrow Issuer on June 1, 2007) and, if and when issued pursuant to a
registered or private exchange for the Initial Securities, the Company’s 9.375%
Senior Notes due 2015 (the “Exchange Securities” and, together with the Initial
Securities, the “Securities”):


ARTICLE I


Definitions and
Incorporation by Reference


SECTION 1.01. 
Definitions.


“Acquisition” means the acquisition of Jean
Coutu by the Company and the other transactions contemplated by the Acquisition
Agreement.













“Acquisition Agreement” means the Stock
Purchase Agreement, dated as of August 23, 2006, by and between the Company and
The Jean Coutu Group (PJC) Inc., a Québec corporation.


“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.


“Affiliate” of any specified Person means:


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


(d) 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 for 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 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,



 2
 









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 million.


“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



 3
 









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.


“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.


“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 February 12, 2003, net of attorneys’ fees, accountants’ fees,
underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant



 4
 









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
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



 5
 









(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.


“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.


“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.


“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



 6
 









interest income actually earned during such period in
respect of the funds used to Repay such Debt, and


(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 on 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;



 7
 









(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.


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 (c) 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
(b) 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;



 8
 









(b) 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 (c) 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;


(c) 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;


(d) any
extraordinary gain or loss;


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


(f) 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);


(g) store
closing costs;


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


(i) 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.


“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 dated hereof is located at 2 N. LaSalle
Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate



 9
 









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.


“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
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);



 10
 









(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).


“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;



 11
 









(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.


“Domestic Subsidiary” means any Subsidiary
other than a Foreign Restricted Subsidiary.


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


(a) the 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 this
Indenture (including a refinancing thereof) (whether or not successful),
including (i) such fees, expenses or charges 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;



 12
 









(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 the Issue Date;


(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 the Issue Date 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, among the Company, the subsidiary guarantors named therein
and The Bank of New York Trust Company, N.A., as 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.



 13
 









“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 this 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.


“GAAP” means United States generally accepted
accounting principles as in effect on February 12, 2003, 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;



 14
 









(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.


“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



 15
 









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.


“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 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.



 16















“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.


“Jean Coutu” means The Jean Coutu Group (PGC)
USA, Inc., a Delaware corporation, or, if the reorganization of Jean Coutu
Group (PGC) USA, Inc. and its Affiliates contemplated by the Acquisition
Agreement is completed on or prior to the Issue Date or following completion of
such reorganization, JCG (PJC) USA, LLC, a Delaware limited liability company.


“Jean Coutu Subsidiaries” means Jean Coutu and
its Subsidiaries on the Issue Date and any successors thereto.


“Jean Coutu Subsidiary Guarantors” means
Subsidiary Guarantors who are Jean Coutu Subsidiaries.


“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 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 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;



 17
 









(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.


“9.5% Notes” means the Company’s 9.5% Senior
Notes due 2017 issued under the indenture dated as of June 1, 2007, between
Rite Escrow Corp. and the Trustee as amended and restated by the Amended and
Restated Indenture dated as of June 4, 2007 among the Company, the Subsidiary
Guarantors named therein and The Bank of New York Trust Company, N.A., as
trustee, and outstanding on the Issue Date, including any 9.5% Notes issued in
an exchange offer for the 9.5% Notes.


“Offered Notes” means the Securities and the
9.5% Notes.


“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 Exchange Securities” means the 9.375%
Senior Notes due 2015 to be issued pursuant to this Indenture in connection
with a Registered Exchange Offer or Private Exchanges pursuant to the
Registration Agreement.


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


“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;



 18
 









(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;


(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 (b),
(d), (l) or (s) (with respect to clause d) of the second paragraph of
Section 4.03;



 19
 









(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 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,



 20
 









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;


(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 (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 (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.



 21
 









“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:


(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



 22
 









good faith by the Board
of Directors after consultation with the independent certified public
accountants of the Company, as the case may be.


“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.


“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 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),


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 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:



 23
 









(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);


(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;



 24
 









(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.


“Receivables Facility”
means the Receivables Financing Agreement dated as of September 21, 2004
(as such may be further amended, modified, supplemented or Refinanced from time
to time),  among Rite Aid Funding II, the
Investors named therein, the Banks named therein, Citicorp North America Inc.,
as Program Agent, Rite Aid Headquarters Funding Inc., as Collection Agent, the
Originators named therein and JPMorgan Chase Bank, as trustee.


“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, after giving effect to the
Acquisition.


“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.


“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



 25
 









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.


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


“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 the sale, discount, guarantee
or pledge of notes, chattel mortgages, leases, accounts receivable, 



 26
 









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.


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


“Senior Credit Facility” means the Senior
Credit Agreement dated as of June 27, 2001, as amended and restated as of
August 4, 2003, as further amended and restated as of September 22,
2004, as further amended and restated as of November 8, 2006, and as amended as
of the date hereof (as may be further amended, modified, supplemented or
Refinanced from time to time), among the Company, the Banks as defined therein,
Citicorp North America, Inc., as administrative agent and collateral processing
co-agent, JPMorgan Chase Bank, as syndication agent and collateral
processing co-agent, Fleet Retail Group, Inc., as co-documentation agent and
collateral agent and The CIT Group/Business Credit, Inc. and General Electric
Capital Corporation, as co-documentation agents.


“7.5% Notes due 2015” means the Company’s 7.5%
Senior Secured Notes due 2015 issued under the indenture dated as of January
11, 2005, among the Company, the subsidiary guarantors named therein and The
Bank of New York Trust Company, N.A., as trustee, and outstanding on the Issue
Date.


“7.5% Notes due 2017” means the Company’s 7.5%
Senior Secured Notes due 2017 issued under an indenture dated as of February
21, 2007, among the Company, the subsidiary guarantors named therein and The
Bank of New York 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.


“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.



 27
 









“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 on the terms set forth in this Indenture.


“Subsidiary Guarantor” means each Subsidiary
that is a party to the Indenture as of the date hereof and any other Person that
Guarantees the Securities pursuant to Section 4.09.


“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 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 Rule 436 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));



 28
 









(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.


“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.


“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



 29
 









(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.


“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

  
	
  “Affiliate
  Transaction” 

  	
   

  	
  4.08 

  
	
  “Asset Sales
  Prepayment Offer”

  	
   

  	
  4.06

  
	
  “Bankruptcy Law”

  	
   

  	
  6.01

  
	
  “Change of
  Control Offer”

  	
   

  	
  4.13

  
	
  “Change of
  Control Payment Date”

  	
   

  	
  4.13

  
	
  “Change of
  Control Purchase Price”

  	
   

  	
  4.13

  
	
  “covenant
  defeasance option”

  	
   

  	
  8.01

  
	
  “Custodian”

  	
   

  	
  6.01

  
	
  “Exchange
  Security”

  	
   

  	
  Appendix A

  
	
  “Global
  Security”

  	
   

  	
  Appendix A

  
	
  “legal
  defeasance option”

  	
   

  	
  8.01

  
	
  “Legal Holiday”

  	
   

  	
  10.08

  
	
  “Obligations”

  	
   

  	
  11.01

  
	
  “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
  Agreement”

  	
   

  	
  Appendix A

  
	
  “Reversion Date”

  	
   

  	
  4.15(b)

  
	
  “Securities
  Custodian”

  	
   

  	
  Appendix A

  
	
  “Shelf
  Registration Statement

  	
   

  	
  Appendix A

  
	
  “Surviving
  Person”

  	
   

  	
  5.01

  
	
  “Suspension
  Period”

  	
   

  	
  4.15(b)

  



 



 30
 









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;



 31
 









(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; and


(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.


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 has
previously authenticated Securities for original issue on the Issue Date in the
aggregate principal amount of $410,000,000 (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),
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);


(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 on such Securities shall accrue;



 32















(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 of each series 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.


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.



 33
 









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 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.



 34
 









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 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.



 35
 









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 on 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.


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 $2,000.  Securities and
portions of them the Trustee selects shall be in amounts of $2,000 or a whole
multiple in excess 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.



 36
 









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.


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
45 days before the redemption date.


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



 37
 









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 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. Notwithstanding anything herein to the contrary, the
Company will not be deemed to have failed to comply with any of its obligations
under this Section 4.02 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).  The Company shall also
comply with the other provisions of TIA § 314(a).


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



 38
 









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) Debt of
the Company evidenced by the Offered Notes and of Restricted Subsidiaries,
including any future Restricted Subsidiaries, evidenced by Guarantees relating
to the Offered Notes;


(b) Debt of
the Company or a Restricted Subsidiary (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 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 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
2015 or the 7.5% Notes due 2017 and of Subsidiary Guarantors, including any
future Guarantor, evidenced by guarantees relating to the 7.5% Notes due 2015
or 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;



 39
 









(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 in 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;


(l) other Debt
of the Company or a Restricted Subsidiary (including Guarantees thereof) in an
aggregate principal amount outstanding at any one time not to exceed $600
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;



 40
 









(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 Restricted Subsidiary on or after the Issue Date in
an aggregate principal amount outstanding at any one time not to exceed $150
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 on or 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 (a), (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 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.



 41
 









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.


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 were 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 8.125% 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 Receivables
Facility will be deemed to have been Incurred pursuant to clause (b) of the
second paragraph of this Section 4.03, (C) [intentionally omitted],
(D) 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, (E) 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 (F) any Permitted Debt
may later be reclassified as having been Incurred pursuant to any other
Permitted Debt clause of this Section 4.03 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 February 12, 2003 (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
commenced after February 12, 2003 to the end of the most recent fiscal
quarter for which financial statements have been filed with



 42
 









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
February 12, 2003 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 February 12, 2003 upon the conversion or exchange of
any Debt (other than convertible or exchangeable debt issued or sold after
February 12, 2003) 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 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 February 12, 2003, 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 February 12,
2003);



 43
 









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 February 12, 2003, 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 February 12, 2003
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:


(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 February 12, 2003 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 February 12, 2003 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 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



 44
 









$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 February 12, 2003; 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 February 12, 2003 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, unless it has made or will make effective
provision whereby the Securities or the applicable Subsidiary Guarantee will be
secured equally and ratably with (or prior to) all other Debt of the Company or
any Restricted Subsidiary secured by such Lien.


SECTION 4.06. 
Limitation on Asset Sales. 
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 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
the Credit Facilities, the 8.125% Notes, the 7.5% Notes due 2015, the 7.5%
Notes due 2017 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; or


(b) to
reinvest in Additional Assets or Expansion Capital Expenditures (including by
means of an Investment in Additional Assets or Expansion Capital



 45
 









Expenditures by a Restricted Subsidiary with
Net Available Cash received by the Company or another Restricted Subsidiary); provided,
however, that 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.


Pending application of Net Available Cash pursuant to
this Section 4.06, which shall not be required in respect of an Asset Sale
if the Net Available Cash from such Asset Sale is less than $1 million, such
Net Available Cash shall be invested in Temporary Cash Investments or applied
to temporarily reduce revolving credit indebtedness.  If the Net Available Cash from an Asset Sale
equals or exceeds $1 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 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,



 46
 









(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.


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 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



 47
 









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 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;



 48















(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
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;


(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 without also securing the
Securities or a Subsidiary Guarantee 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.



 49
 









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
(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:


(d) 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);


(e) 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”);


(f) 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



 50
 









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;


(g) 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;


(h) 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;


(i) 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
in connection with acquisitions or divestitures, which are approved by a
majority of the Board of Directors in good faith;


(j) 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


(k) any
agreement as in effect on the Issue Date (including any agreement entered into
in connection with the Acquisition on or prior to 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. 
(a) 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 of Debt incurred under clause (b),
(d), (e) or (l) of the second paragraph of Section 4.03 or Guarantees
permitted pursuant to clause (j) of the second paragraph of Section 4.03 or
Guarantees permitted by clause (s) of the second paragraph of Section 4.03 as
it relates to clause (d) of the second paragraph 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 in the form of Exhibit B hereto providing for a
Guarantee of payment of the Securities by such Restricted Subsidiary; and



 51
 









(3) 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.


(b) The failure of any Restricted Subsidiary to
provide a Guarantee if then prohibited to do so by any Debt of the Company or a
Restricted Subsidiary shall not constitute a violation of the covenant
described above; provided, however, that at the time such prohibition
no longer exists if a Guarantee would then be required to comply with such
clauses, such Restricted Subsidiary provides such Guarantee.


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


(b) either:


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



 52
 









(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 second
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. 
[Intentionally omitted].


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



 53
 









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 redemption.


(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 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.



 54
 









(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, 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”).


(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




 55
 









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 February 12, 2003. 
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:


(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;



 56
 









(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.


(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 supplemental indenture in form 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



 57
 









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 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.


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



 58
 









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
clauses (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;


(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



 59
 









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; and


(i) any
Subsidiary Guarantee of a Significant Subsidiary ceases to be in full force and
effect (other than in accordance with the terms of such Subsidiary Guarantee
and this Indenture) 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”).


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.


The term “Bankruptcy Law” means Title 11, United
States Code, or any similar Federal or state law for the relief of
debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under
any Bankruptcy Law.


A Default under clause (d) or (i) 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



 60
 









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.


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 of or Holders
shall have offered reasonable indemnity, 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



 61
 









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 on
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 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.



 62
 









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
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. 
[Intentionally omitted].


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



 63
 









requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations stated therein).


(c) The Trustee may not be relieved from liability for
its own negligent action, its own negligent failure to act or its own wilful
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 (a) the Trustee has received written
notice thereof from the Company or any Holder or (b) a Trust Officer shall have
actual knowledge thereof.


SECTION 7.02. 
Rights of Trustee. 
(a)  The Trustee may 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.



 64















(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
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
wilful misconduct or negligence.


(e) The Trustee may consult with counsel, 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
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.


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.



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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, 2008, 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 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
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 Subsidiary 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 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
wilful 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.



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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 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.


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.


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



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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 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



 68
 









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, 4.13 and 4.14 and the operation of
Sections 6.01(e), 6.01(f), 6.01(g), 6.01(h), or 6.01(i) (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) or 6.01(i) (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, each
Subsidiary Guarantor will be released from all its obligations under its
Subsidiary Guarantee, as it pertains to the Securities.


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.


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



 69
 









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 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.



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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
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, the Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities, 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;


(c) provide
for uncertificated Securities in addition to or in place of certificated
Securities; provided, however, that the uncertificated Securities
are issued



 71
 









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) secure the
Securities, 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) make any
change to this Indenture, the Securities or the Subsidiary Guarantees that does
not adversely affect the rights of any Holder; or


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


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 waive any past default or compliance with any
provisions (except 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;



 72
 









(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;


(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;


(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) It shall not be necessary for the consent of the
Holders under this Section to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent approves the substance
thereof.


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.


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



 73
 









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.


ARTICLE X



Subsidiary Guarantees


SECTION 10.01.  Subsidiary Guarantees.  Each Subsidiary Guarantor hereby
unconditionally guarantees, jointly and severally, to each Holder and to the
Trustee and its successors and assigns (a) the full and punctual payment
of principal of and interest on the Securities when due, whether at maturity,
by acceleration, by redemption or otherwise, and all other monetary obligations
of the Company under this Indenture and the Securities and (b) the full
and punctual performance within applicable grace periods of all other
obligations of the Company under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the “Obligations”).  Each Subsidiary Guarantor further agrees that
the Obligations may be extended or renewed, in whole or in part, without notice
or further assent from such Subsidiary Guarantor, and that such Subsidiary
Guarantor will remain bound under this Article X notwithstanding any
extension or renewal of any Obligation.



 74
 









Any term or provision of this Indenture to the
contrary notwithstanding, the maximum aggregate amount of the obligations
guaranteed hereunder by any Subsidiary Guarantor shall not exceed the maximum
amount that can be hereby guaranteed without rendering this Indenture, as it
relates to such Subsidiary Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.


Each Subsidiary Guarantor waives presentation to,
demand of, payment from and protest to the Company of any of the Obligations
and also waives notice of protest for nonpayment.  Each Subsidiary Guarantor waives notice of
any default under the Securities or the Obligations.  The obligations of each Subsidiary Guarantor
hereunder shall not be affected by (a) the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any right or remedy against
the Company or any other Person under this Indenture, the Securities or any
other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms
or provisions of this Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Obligations or any of them; or (e) the failure of any Holder or the
Trustee to exercise any right or remedy against any other guarantor of the
Obligations.


Each Subsidiary Guarantor further agrees that its
Subsidiary Guaranty herein constitutes a guarantee of payment, performance and
compliance when due (and not a guarantee of collection) and waives any right to
require that any resort be had by any Holder or the Trustee to any security
held for payment of the Obligations.


Except as expressly set forth in
Sections 5.01(b), 8.01(b) and 10.06, the obligations of each Subsidiary
Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise.  Without limiting the
generality of the foregoing, the obligations of each Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any other
act or thing or omission or delay to do any other act or thing which may or
might in any manner or to any extent vary the risk of such Subsidiary Guarantor
or would otherwise operate as a discharge of such Subsidiary Guarantor as a
matter of law or equity.


Each Subsidiary Guarantor further agrees that its
Subsidiary Guaranty herein shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part thereof, of principal of
or interest on any Obligation is rescinded or must otherwise be restored by any
Holder or the Trustee upon the bankruptcy or reorganization of the Company or
otherwise.



 75
 









In furtherance of the foregoing and not in limitation
of any other right which any Holder or the Trustee has at law or in equity
against any Subsidiary Guarantor by virtue hereof, upon the failure of the
Company to pay the principal of or interest on any Obligation when and as the
same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Obligation, each Subsidiary
Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (i) the unpaid amount of such
Obligations, (ii) accrued and unpaid interest on such Obligations (but
only to the extent not prohibited by law) and (iii) all other monetary
Obligations of the Company to the Holders and the Trustee.


Each Subsidiary Guarantor agrees that it shall not be
entitled to any right of subrogation in respect of any Obligations guaranteed
hereby until payment in full in cash of all Obligations.  Each Subsidiary Guarantor further agrees
that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article VI for the purposes of such Subsidiary
Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration
of such Obligations as provided in Article VI, such Obligations (whether or
not due and payable) shall forthwith become due and payable by such Subsidiary
Guarantor for the purposes of this Section.


Each Subsidiary Guarantor also agrees to pay any and
all costs and expenses (including reasonable attorneys’ fees) incurred by the
Trustee or any Holder in enforcing any rights under this Section 10.01.


SECTION 10.02.  Contribution.  Each of the Company and any Subsidiary
Guarantor (a “Contributing Party”) agrees that, in the event a payment shall be
made by any other Subsidiary Guarantor under any Subsidiary Guaranty (the “Claiming
Guarantor”), the Contributing Party shall indemnify the Claiming Guarantor in
an amount equal to the amount of such payment multiplied by a fraction, the
numerator of which shall be the net worth of the Contributing Party on the date
hereof and the denominator of which shall be the aggregate net worth of the
Company and all the Subsidiary Guarantors on the date hereof (or, in the case
of any Subsidiary Guarantor becoming a party hereto after the Issue Date, the
date of the supplemental indenture executed and delivered by such Subsidiary
Guarantor).


SECTION 10.03.  Successors and Assigns.  This Article X shall be binding upon
each Subsidiary Guarantor and its successors and assigns and shall inure to the
benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in
the Securities shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions of this Indenture.


SECTION 10.04.  No Waiver.  Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article X shall operate as a waiver thereof, nor shall a single
or partial exercise thereof preclude any other or further exercise of any
right, power or privilege.  The rights,
remedies



 76
 









and benefits of the Trustee and the Holders herein expressly specified
are cumulative and not exclusive of any other rights, remedies or benefits
which either may have under this Article X at law, in equity, by statute
or otherwise.


SECTION 10.05.  Modification.  No modification, amendment or waiver of any
provision of this Article X, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on any
Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any
other or further notice or demand in the same, similar or other circumstances.


SECTION 10.06.  Release of Subsidiary Guarantor.  A Subsidiary Guarantor will be released from
its obligations under this Article X (other than any obligation that may
have arisen under Section 10.02):


(1) upon the
sale (including any sale pursuant to any exercise of remedies by a holder of
Indebtedness of the Company or of such Subsidiary Guarantor), transfer or other
disposition (including by way of consolidation or merger) of all the Capital
Stock of such Subsidiary Guarantor; or


(2) upon
request of the Company without consent of any Holder unless, within
20 Business Days after written notice of the proposed release of such
Subsidiary Guarantor 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


(3) with the
written consent of the Holders of at least a majority of the aggregate
principal amount of the Securities then outstanding; or


(4) upon
defeasance of the Securities pursuant to Article VIII, or


(5) upon the
full satisfaction of the Company’s obligations under this Indenture pursuant to
Section 8.01(a) or otherwise in accordance with the terms of this
Indenture;


provided, however, that in
the case of clause (1) above, (i) such sale or other disposition is
made to a Person other than the Company or a Subsidiary of the Company,
(ii) such sale, transfer or other disposition is otherwise permitted by
this Indenture and (iii) the Company provides an Officers’ Certificate to
the Trustee to the effect that the Company will comply with its obligations
under Section 4.06.


At the request of the Company, the Trustee shall
execute and deliver an appropriate instrument evidencing such release.


SECTION 10.07.  Execution of Supplemental Indenture for
Future Subsidiary Guarantors.  Each
Subsidiary which is required to become a Subsidiary Guarantor pursuant to
Section 4.09 shall promptly execute and deliver to the Trustee a
supplemental indenture in



 77
 









the form of Exhibit B hereto pursuant to which such Subsidiary shall
become a Subsidiary Guarantor under this Article X and shall guarantee the
Obligations.  Concurrently with the
execution and delivery of such supplemental indenture, the Company shall
deliver to the Trustee an Opinion of Counsel to the effect that:


(1) such
supplemental indenture has been duly executed and authorized; and


(2) the
Guarantee of such Subsidiary Guarantor 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.


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.


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: 
Robert B. Sari, Esq.


if to the Trustee:


The Bank of New York
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.



 78
 









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


(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,



 79
 









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 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.



 80
 









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 SECURITIES 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.



 81















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/ Robert B.
  Sari

  	
   

  
	
   

  	
   Name: Robert B. Sari

  
	
   

  	
   Title:   Executive Vice President, General
  Counsel 

  
	
   

  	
      
  and Secretary

  
	
   

  	
   

  
	
   

  	
  EACH OF THE SUBSIDIARY

  GUARANTORS LISTED ON SCHEDULE A

  HERETO,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Robert B.
  Sari

  	
   

  
	
   

  	
   Name: Robert B. Sari

  
	
   

  	
   Title:   Authorized Signatory

  
					



 













 


	
  

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dan Donovan

  	
   

  
	
   

  	
   Name: Dan Donovan

  
	
   

  	
   Title:   Vice President

  



 


















SCHEDULE A


SUBSIDIARY
GUARANTORS


	
  A. Rite Aid 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 Corporation

  	
   

  
	
  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.

  	
   

  
	
  Rx Choice, Inc.

  	
   

  
	
  Thrifty Corporation

  	
   

  



 



 2
 









 


	
  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.

  	
   

  
	
   

  	
   

  
	
  B.     Jean Coutu USA
  Subsidiary Guarantors

  	
   

  
	
   

  	
   

  
	
  Corporations

  	
   

  
	
   

  	
   

  
	
  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.

  	
   

  



 



 3
 









 


	
  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.

  	
   

  



 



 4
 









 


	
  Limited Liability
  Companies

  	
   

  
	
   

  	
   

  
	
  JCG (PJC) USA, LLC

  	
   

  
	
  Jean Coutu Group Holdings (USA), LLC

  	
   

  
	
  PJC Dorchester Realty LLC

  	
   

  
	
  PJC East Lyme Realty LLC

  	
   

  
	
  PJC Essex 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 Norwich Realty LLC

  	
   

  
	
  PJC Peterborough Realty LLC

  	
   

  
	
  PJC Peterborough Realty II LLC

  	
   

  
	
  PJC Providence Realty LLC

  	
   

  
	
  PJC Realty N.E. LLC

  	
   

  
	
  PJC Revere Realty LLC

  	
   

  
	
   

  	
   

  
	
  Limited Partnerships

  	
   

  
	
   

  	
   

  
	
  Maxi Drug South, L.P.

  	
   

  



 



 5















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:


“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(d).


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


“Exchange Securities” means the 9.375% Senior Notes
due 2015 to be issued pursuant to this Indenture in connection with a
Registered Exchange Offer pursuant to a Registration 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. and Wachovia Capital Markets, LLC.


“Initial Securities” means the 9.375% Senior Notes due
2015, 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 $410,000,000 issued on June 1, 2007.


“Private Exchange” means the offer by the Company,
pursuant to Section 1 of the Registration Agreement, or pursuant to any similar
provision of any other Registration Agreement, to issue and deliver to certain
purchasers, in exchange for 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 9.375% Senior
Notes due 2015 to be issued pursuant to this Indenture in connection with a
Private Exchange pursuant to a Registration Agreement.













“Purchase Agreement” means the Purchase Agreement
dated May 17, 2007, among the Company, the Subsidiary Guarantors named therein
and the Initial Purchasers relating to the Original Securities, as amended by
the Assignment Agreement dated June 1, 2007, among the Company, the Subsidiary
Guarantors listed on schedule I therein, Rite Aid Escrow Corp. and the Initial
Purchasers 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 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 Agreement” means the Exchange and
Registration Rights Agreement dated June 1, 2007, among the Company, the
Subsidiary Guarantors named therein 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
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)

  
	
  “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
 









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
(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



 3
 









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 has authenticated and delivered
Original Securities for original issue in an aggregate principal amount of
$410,000,000 and shall authenticate and deliver: (1) additional Initial
Securities, if and when issued, in an unlimited aggregate principal amount, and
(2) the Exchange Securities or Private Exchange Securities for issue
only in a Registered Exchange Offer or a Private Exchange, respectively,
pursuant to a Registration 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


(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



 4
 









(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 C 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 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



 5
 









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
THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY
HERETO) OR (Y) BY ANY HOLDER THAT WAS AN “AFFILIATE” (WITHIN THE MEANING
OF RULE 144 OF 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



 6
 









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.”


(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).



 7
 









(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 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).



 8
 









(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 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



 9
 









(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 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 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.



 10















EXHIBIT 1


To APPENDIX A


[FORM OF FACE OF INITIAL 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
THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY
HERETO) OR (Y) BY ANY HOLDER THAT WAS AN “AFFILIATE” (WITHIN THE MEANING
OF RULE 144 OF 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.



 2
 









[FORM OF FACE OF
INITIAL SECURITY]


	
  No.:

  	
   

  	
   

  	
   

  	
  [up to]**$

  	
   

  



 


	
  

  	
  9.375% Senior
  Secured Note due 2015

  
	
   

  	
   

  
	
   

  	
  CUSIP No.

  	
  767754BN31/U76659AM02

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ISIN No. 

  	
  US767754BN383/USU76659AM014

  	
   

  	
   

  
									



 


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 December 15, 2015.


Interest Payment Dates: June 15 and December 15,
commencing on December 15, 2007.


Record Dates: 
June 1 and December 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”.






(1) Insert for
Rule 144A Note


(2) Insert for
Reg. S Note


(3) Insert for
Rule 144A Note


(4) Insert for Reg. S
Note



 3
 









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 TRUST COMPANY, N.A.,


as Trustee, certifies


that this is one of


the Securities referred


to in
the Indenture.


	
  By:

  	
   

  	
   

  
	
               Authorized
  Signatory

  	
   

  
				



 



 4
 









[FORM OF
REVERSE SIDE OF INITIAL SECURITY]


9.375% Senior Note due 2015


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 June 15 and December 15 of each year, commencing
December 15, 2007.  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 June 1, 2007.  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 June
1, 2007, among the Company, the Subsidiary Guarantors named therein and the
Initial Purchasers named therein (the “Registration Agreement”).  Capitalized terms used in this
paragraph (b) but not defined herein have the meanings assigned to them in
the Registration 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 120 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 240 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 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 (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 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



 5
 









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 June 1 or December 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 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


Rite Aid Escrow Corp. issued the Securities under an
Indenture dated as of June 1, 2007 (the “Initial Indenture”), between itself
and the Trustee.  On June 4, 2007, in
furtherance of the Escrow Issuer Merger (as defined in the Initial Indenture),
the Company (as successor to the Escrow Issuer), the Subsidiary Guarantors
named therein and the Trustee entered into an Amended and Restated Indenture
(the “Indenture”).  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



 6
 









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 $410,000,000.  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 June 15, 2011, 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 June 15, 2011
(such Redemption Price being set forth in the table below) plus (2) all
required interest payments due on such Security through June 15, 2011
(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



 7
 









market data)) most nearly
equal to the period from the Redemption Date to June 15, 2011; provided,
however, that if the period from the Redemption Date to June 15, 2011 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 June 15, 2011, 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 June 15
of the years set forth below:


	
  Redemption Period

  	
   

  	
  Price

  	
   

  
	
  2011

  	
   

  	
  104.688

  	
  %

  
	
  2012

  	
   

  	
  102.344

  	
  %

  
	
  2013 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding the foregoing, at any time and from
time to time prior to June 15, 2010, the Company may redeem up to 35% of the
original aggregate principal amount of the Securities (including Securities
issued after June 1, 2007, if any) with the proceeds from one or more Equity
Offerings by the Company, at a Redemption Price equal to 109.375% 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 June 1, 2007, 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.


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



 8
 









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 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 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.


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



 9
 









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, 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
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; (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) secure the Securities, 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



 10
 









case of the Indenture,
make any change that does not adversely affect the rights of any Holder; or
(vii) make any change to comply with any requirements of the Commission in
connection with the qualification of the Indenture under the Trust Indenture
Act.


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.


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.


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



 11
 









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.


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.



 12















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(k) under the Securities Act after
the later of the date of original issuance of such Securities and the last
date, if any, on which such Securities were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Securities are
being transferred in accordance with its terms:


CHECK ONE BOX BELOW


	
  (1)

  	
  o

  	
  to the Company; or

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  o

  	
  pursuant to an effective registration statement
  under the Securities Act of 1933; or

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  o

  	
  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)

  	
  o

  	
  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)

  	
  o

  	
  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

  



 



 13
 









 


	
  

  	
   

  	
  agreements (the form of which letter can be obtained
  from the Trustee or the Company); or

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  o

  	
  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

  	
   

  	
  Signature of Signature

  	
   

  
	
  by a participant in a

  	
   

  	
          Guarantee

  	
   

  
	
  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

  



 



 14
 









[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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 15
 









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:


o


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.



 16
 









[FORM OF
FACE OF EXCHANGE SECURITY]


	
  No.

  	
   

  	
   

  	
   

  	
  [Up to]** $

  	
   

  



 


9.375% Senior Note due 2015


CUSIP No.


ISIN No.


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 December 15, 2015.


Interest Payment Dates: June 15 and December 15,
commencing on December 15, 2007.


Record Dates: 
June 1 and December 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.”



 17
 









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 TRUST COMPANY, N.A.,


as Trustee, certifies


that this is one of


the Securities referred


to in
the Indenture.


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 



 18
 









[FORM OF
REVERSE SIDE OF EXCHANGE SECURITY]


9.375% Senior Note due 2015


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 June 15 and December 15 of each year, commencing December 15,
2007.  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 June 1, 2007. 
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 June 1 or December 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 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.



 19
 









4.  Indenture


Rite Aid Escrow Corp. issued the Securities under an
Indenture dated as of June 1, 2007 (the “Initial Indenture”), between itself
and the Trustee.  On June 4, 2007, in
furtherance of the Escrow Issuer Merger (as defined in the Initial Indenture),
the Company (as successor to the Escrow Issuer), the Subsidiary Guarantors
named therein and the Trustee entered into an Amended and Restated Indenture
(the “Indenture”).  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 $410,000,000.  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 June 15, 2011, 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, 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



 20
 









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 June 15, 2011
(such Redemption Price being set forth in the table below) plus (2) all
required interest payments due on such Security through June 15, 2011
(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 June 15, 2011; provided, however, that if the period from the
Redemption Date to June 15, 2011 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 June 15, 2011, 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 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 June 15 of the years set forth
below: 


	
  Redemption Period

  	
   

  	
  Price

  	
   

  
	
  2011

  	
   

  	
  104.688

  	
  %

  
	
  2012

  	
   

  	
  102.344

  	
  %

  
	
  2013 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding the foregoing, at any time and from
time to time prior to June 15, 2010, the Company may redeem up to 35% of the
original aggregate principal amount of the Securities (including Securities
issued after June 1, 2007, if any) with the proceeds from one or more Equity
Offerings by the Company, at a Redemption Price equal to 109.375% of the
principal amount thereof, plus accrued and unpaid interest thereon, 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 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
June 1, 2007, if any) remains outstanding. 
Any such redemption shall be made within 75 days of such Equity
Offering.



 21
 









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 of Securities
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 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
Sale 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
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.



 22
 









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.


14.  Amendment, Waiver, Deemed Consents,
Releases


Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Securities may be amended without
prior notice to any Holder but with the written consent of



 23
 









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 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; (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) secure the Securities, 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; or (vii) make any change to comply
with any requirements of the Commission in connection with the qualification of
the Indenture under the Trust Indenture Act.


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.


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



 24
 









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.


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.



 25
 









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.



 26
 









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 participant in a
  recognized signature guaranty medallion program or other signature guarantor
  acceptable to the Trustee

  	
   

  	
  Signature of Signature Guarantee

  
						



 



 27
 









[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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 28















EXHIBIT B


FORM OF
SUPPLEMENTAL INDENTURE


SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of
                      ,
among [GUARANTOR] (the “New Subsidiary Guarantor”), a subsidiary of Rite Aid
Corporation (or its successor), a Delaware corporation (the “Company”), on
behalf of itself and the Subsidiary Guarantors (the “Existing Subsidiary
Guarantors”) under the indenture referred to below, and The Bank of New York
Trust Company, N.A., a banking association organized under the laws of the United
States of America, as trustee under the indenture referred to below (the “Trustee”).


W I T N E S
S E T H :


WHEREAS Rite Aid Escrow Corp. issued the Securities
under an Indenture dated as of June 1, 2007 (the “Initial Indenture”), between
itself and the Trustee.  On June 4, 2007,
in furtherance of the Escrow Issuer Merger (as defined in the Initial
Indenture), the Company (as successor to the Escrow Issuer), the Subsidiary
Guarantors named therein and the Trustee entered into an Amended and Restated
Indenture (the “Indenture”).


WHEREAS the Company and the Existing Subsidiary
Guarantors has heretofore executed and delivered to the Trustee the Indenture,
providing for the issuance of an unlimited aggregate principal amount of 9.375%
Senior Notes due 2015 (the “Securities”);


WHEREAS Section 4.09 of the Indenture provides
that under certain circumstances the Company is required to cause the New
Subsidiary Guarantor to execute and deliver to the Trustee a supplemental
indenture pursuant to which the New Subsidiary Guarantor shall unconditionally
guarantee all the Company’s obligations under the Securities pursuant to a
Subsidiary Guaranty on the terms and conditions set forth herein; and


WHEREAS pursuant to Section 9.01 of the
Indenture, the Trustee, the Company and the Existing Subsidiary Guarantors are
authorized to execute and deliver this Supplemental Indenture;


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the New Subsidiary Guarantor, the Company, the Existing
Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the holders of the Securities as follows:


1.  Agreement
to Guarantee.  The New Subsidiary
Guarantor hereby agrees, jointly and severally with all other  Subsidiary Guarantors, to unconditionally
guarantee the Company’s obligations under the Securities on the terms and
subject to the conditions set forth in Article X of the Indenture and to
be bound by all other applicable provisions of the Indenture.













2.  Ratification
of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.


3.  Governing
Law.  THIS SUPPLEMENTAL INDENTURE 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 TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


4.  Trustee
Makes No Representation.  The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.


5.  Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


6.  Effect of
Headings.  The Section headings
herein are for convenience only and shall not effect the construction thereof.



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


	
  

  	
  [NEW SUBSIDIARY GUARANTOR],

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


	
  

  	
  RITE AID
  CORPORATION, on behalf of

  itself and the existing subsidiary guarantors,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


	
  

  	
  THE BANK OF NEW
  YORK TRUST

  COMPANY, N.A., as trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 



 3















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:


o


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 C


Form of


Transferee Letter of Representation


[Company]


In care of


[          ]


[          ]


[          ]


Ladies and Gentlemen:


This certificate is delivered to request a transfer of
$[     ] principal amount of the 9.375% Senior Notes
due 2015 (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:

  	
   

  	
   

  
						



 



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