Exhibit 10.2


EXECUTION
COPY


RITE AID CORPORATION, as successor to Rite Aid Escrow Corp.

$810,000,000 9.500% Senior Notes due 2017


AMENDED AND RESTATED

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


June 4, 2007


Citigroup Global Markets Inc.


Wachovia Capital Markets, LLC


As the Initial Purchasers


c/o Citigroup Global Markets Inc.


388 Greenwich Street


New York, New York 10013


Ladies and Gentlemen:


WHEREAS, Rite Aid
Escrow Corp. (the “Escrow Issuer”), a Delaware corporation and a wholly owned
subsidiary of Rite Aid Corporation, a Delaware corporation (the “Company”), has
previously issued and sold (the “Initial Placement”), upon the terms set forth
in a purchase agreement dated May 17, 2007 (as modified and amended pursuant to
the Assignment Agreement dated as of June 1, 2007, among the Company, the
Escrow Issuer, the subsidiary guarantors listed on Schedule I thereto and the
Initial Purchasers (as defined below), the “Purchase Agreement”), to the
initial purchasers set forth in Schedule I to the Purchase Agreement (the “Initial
Purchasers”), $810,000,000 aggregate principal amount of its 9.500% Senior
Notes due 2017 (the “Securities”); and


WHEREAS, on the date of such issuance and sale, as an
inducement to the Initial Purchasers to enter into the Purchase Agreement, and
as satisfaction of the conditions thereunder, the Escrow Issuer entered into
that certain Exchange and Registration Rights Agreement, dated as of June 1,
2007 (the “Initial Registration Rights Agreement”), between the Escrow Issuer
and the Initial Purchasers; and


WHEREAS, on the date hereof, the Escrow Issuer has
merged (the “Escrow Issuer Merger”) with and into the Company, with the Company
continuing as the surviving corporation; and


WHEREAS, in connection with the Escrow Issuer Merger,
the Company (as successor to the Escrow Issuer), each of the subsidiaries of
the Company listed on the signature pages hereto (the “Subsidiary Guarantors”)
and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), have
entered into an Amended and Restated Indenture (the “Indenture”) evidencing the
Company as successor to the Escrow Issuer













with respect to the
Securities and the guarantee of the Securities by the Subsidiary Guarantors;
and


WHEREAS, in furtherance of the Escrow Issuer Merger,
the parties hereto wish to amend and restate in its entirety the Initial
Registration Rights Agreement; and


WHEREAS, capitalized terms used but not defined herein
shall have the meanings given to such terms in the Purchase Agreement;


NOW, THEREFORE, in consideration of the foregoing and
for good and valid consideration the receipt of which is hereby acknowledged,
the Company and each of the Subsidiary Guarantors agree, jointly and severally,
with you for your benefit and the benefit of the holders from time to time of
the Securities (including the Initial Purchasers) and the Exchange Securities
(as defined herein) (each a “Holder” and collectively, the “Holders”), as
follows:


1.  Registered Exchange Offer.  Unless the Registered Exchange Offer (as
defined herein) shall not be permitted by applicable law or applicable
interpretation of the staff of the Securities and Exchange Commission (the “SEC”
or “Commission”), the Company and the Subsidiary Guarantors shall (i) prepare
and, not later than 120 days following the date of the original issuance
of the Securities (the date of such filing being referred to herein as the “Filing
Date”), file with the Commission a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act with
respect to a proposed offer to the Holders of the Securities (the “Registered
Exchange Offer”) to issue and deliver to such Holders, in exchange for the
Securities a like aggregate principal amount of debt securities of the Company
(including the guarantees thereof by the Subsidiary Guarantors, the “Exchange
Securities”) that are substantially identical in all material respects to the
Securities, except for the transfer restrictions relating to the Securities,
(ii) use their commercially reasonable efforts to cause the Exchange Offer
Registration Statement to become effective under the Securities Act no later
than 210 days after the Filing Date and (iii) as soon as practicable after
the effectiveness of the Exchange Offer Registration Statement, initiate the
Registered Exchange Offer as set forth in the following paragraph.  The Exchange Securities will be issued under
the same Indenture, with such modifications as may be appropriate to account
for the registration of the Exchange Securities under the Securities Act.


Upon the effectiveness of the Exchange Offer
Registration Statement, the Company and the Subsidiary Guarantors shall
commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder electing to exchange Securities
for Exchange Securities (assuming that such Holder (a) is not an affiliate
of the Company or an Exchanging Dealer (as defined herein) not complying with
the requirements of the next sentence, (b) is not holding Securities that
have, or that are reasonably likely to have, the status of an unsold allotment
in the Initial Placement, (c) acquires the Exchange Securities in the
ordinary course of such Holder’s business and (d) has no arrangements or
understandings with any person to participate, and is not participating, in the
distribution of the Exchange Securities) and to trade such Exchange



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Securities from and after
their receipt without any limitations or restrictions under the Securities Act
and without material restrictions under the securities laws of the several
states of the United States.  The
Company, the Subsidiary Guarantors, the Holders and each Exchanging Dealer
acknowledge that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, each Holder that is a Broker-Dealer
electing to exchange Securities, acquired for its own account as a result of
market-making activities or other trading activities, for Exchange Securities
(an “Exchanging Dealer”), is required, in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer, to deliver a prospectus containing substantially the
information set forth (i) in Annex A hereto on the cover of such prospectus,
(ii) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose
of the Exchange Offer” section of such prospectus and (iii) in Annex C hereto
in the “Plan of Distribution” section of such prospectus, in each case subject
to any changes, additions, deletions or moving of such disclosure required by
the SEC.


In connection with the Registered Exchange Offer, the
Company on behalf of itself and the Subsidiary Guarantors shall:


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


(b)  keep the Registered Exchange
Offer open for not less than 30 days and not more than 45 business
days (or, in each case, longer, if required by applicable law) after the date
on which notice of the Registered Exchange Offer is mailed to the Holders of
Securities and the Purchasers;


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


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


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


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


As soon as practicable after the close of the
Registered Exchange Offer, the Company on behalf of itself and the Subsidiary
Guarantors shall:


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



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


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


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


Notwithstanding the foregoing, during any 365-day
period, the Company and the Subsidiary Guarantors may suspend the effectiveness
of the Exchange Offer Registration Statement or the Shelf Registration Statement
for up to 2 periods (each a “Suspension Period”) of up to 45 consecutive days
(except for the consecutive 45-day period immediately prior to maturity of the
Securities), but no more than an aggregate of 75 days during any 365-day
period, if there is a possible acquisition or business combination or other
transaction, business development or event involving the Company that may
require disclosure in the Exchange Offer Registration Statement or the Shelf
Registration Statement and the Company determines in the exercise of its
reasonable judgment that such disclosure is not in the best interests of the
Company and its stockholders or obtaining any financial statements relating to
an acquisition or business combination required to be included in the Exchange
Offer Registration Statement or the Shelf Registration Statement would be
impracticable.  In such a case, the
Company shall promptly notify any such Broker-Dealers of the suspension of the
effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, provided that such notice
shall not require the Company to disclose the possible acquisition or business
combination or other transaction, business development or event if the Company
determines in good faith that such acquisition or business combination or other
transaction, business development or event should remain confidential.  Upon the abandonment, consummation or
termination of the possible acquisition or business combination or other
transaction, business development or event or the availability of the required
financial statements with respect to a possible acquisition or business
combination, the suspension of the use of the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, pursuant to
this paragraph shall cease and the Company shall promptly notify such
Broker-Dealers that the use of the prospectus contained in the Exchange Offer
Registration Statement or the Shelf



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Registration Statement,
as the case may be, as amended or supplemented, as applicable, may resume.  The Company shall provide sufficient copies
of the latest version of such prospectus to such Broker-Dealers, promptly upon
written request, and in no event later than one Business Day after such
request, at any time during such period.


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


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


Each Holder hereby acknowledges and agrees that any
such Holder using the Registered Exchange Offer to participate in a
distribution of the Exchange Securities (x) could not under Commission
policy as in effect on the date of this Agreement rely on the position of the
Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991)
and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988),
as interpreted in the Commission’s letter to Shearman & Sterling dated
July 2, 1993 and similar no-action letters, and (y) must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction which must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K
under the Securities Act if the resales are of Exchange Securities obtained by
such Holder in exchange for Securities acquired by such Holder directly from
the Company or one of its affiliates. 
Accordingly, each Holder participating in the Registered Exchange Offer
shall be required to represent to the Company that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate, and is not participating, in the distribution of the Securities or
the Exchange Securities within the meaning of the Securities Act, (iii) such
Holder is not an affiliate of the Company or, if it is such an affiliate (as
defined in Section 10(e)), such Holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable, (iv) it is not acting on behalf of any person who, to its knowledge,
could not truthfully make the foregoing representations and (v) it shall have
made such other representations as may be reasonably necessary under applicable
SEC rules, regulations or interpretations to render the use of Form S-4 or
another appropriate form under the Securities Act available or for the Exchange
Offer Registration Statement to be declared effective.  To the extent permitted by law, upon the
written request of the Initial Purchasers, the Company shall inform the Initial
Purchasers of the names and addresses of the Holders to whom the Exchange Offer
is made, and the Initial Purchasers shall have the right to contact such
Holders and otherwise facilitate the tender of Securities in the Exchange
Offer.



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


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


2.  Shelf Registration.  If (i) because of any change in law or
applicable interpretations thereof by the Commission’s staff the Company is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, (ii) the Exchange Offer Registration Statement is not declared
effective within 210 days after the original issuance of the Securities or
the Registered Exchange Offer is not consummated within 240 days after the
original issuance of the Securities, (iii) a Holder (including an Initial
Purchaser) of Securities notifies the Company following the completion of the
Registered Exchange Offer that the Securities held by such Holder are not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer, (iv) certain Holders (other than the Initial Purchasers) of the
Securities are prohibited by law or the policy of the Commission from
participating in the Registered Exchange Offer or the Exchange Securities may
not be freely transferable by such Holders other than by reason of such Holder
being an affiliate of the Company (it being understood that the requirement
that a participating Broker-Dealer deliver the prospectus contained in the
Exchange Offer Registration Statement in connection with sales of Exchange Securities
shall not result in such Exchange Securities being not “freely transferable”),
or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires Exchange Securities pursuant to
Section 1(d) hereof, such Initial Purchaser does not receive freely
tradeable Exchange Securities in exchange for Securities constituting any
portion of an unsold allotment (it being understood that (x) the
requirement that an Initial Purchaser deliver a prospectus containing the information
required by Item 507 or 508 of Regulation S-K under the
Securities Act in connection with sales of Exchange Securities



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acquired in exchange for
such Securities shall not result in such Exchange Securities not being “freely
transferable” and (y) the requirement that an Exchanging Dealer deliver a
prospectus in connection with sales of Exchange Securities acquired in the
Registered Exchange Offer in exchange for Securities acquired as a result of
market-making activities or other trading activities shall not result in such
Exchange Securities being not “freely transferable”), then the following
provisions shall apply:


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


(b)  Subject to any Suspension
Periods provided for in Section 1, the Company and the Subsidiary
Guarantors shall keep the Shelf Registration Statement continuously effective,
supplemented and amended, or shall file additional registration statements, as
required by the Securities Act, in order to permit the prospectus forming part
thereof to be used by Holders of Transfer Restricted Securities for a period
ending on the earlier of (i) two years from the effective date of the Shelf
Registration Statement or such shorter period that will terminate when all the
Transfer Restricted Securities covered by the Shelf Registration Statement have
been sold pursuant thereto, (ii) the date the Transfer Restricted Securities
cease to be outstanding and (iii) the date on which the Securities become
eligible for resale without volume restrictions pursuant to Rule 144 under the
Securities Act (in any such case, such period being called the “Shelf
Registration Period”).  The Company and
the Subsidiary Guarantors shall be deemed not to have complied with this
paragraph (b) if any of them voluntarily takes any action that would
result in Holders of Transfer Restricted Securities covered thereby not being
able to offer and sell such Transfer Restricted Securities during that period,
unless such action is required by applicable law.


(c)  Notwithstanding any other
provisions hereof, the Company and the Subsidiary Guarantors shall ensure that
(i) any Shelf Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations of the
Commission thereunder, (ii) any Shelf Registration Statement and any amendment
thereto (in either case, other than with respect to information included
therein in reliance



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upon or in
conformity with written information furnished to the Company by or on behalf of
any Holder specifically for use therein (the “Holders’ Information”)) does not,
when it becomes effective, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (iii) any prospectus forming
part of any Shelf Registration Statement, and any supplement to such prospectus
(in either case, other than with respect to Holders’ Information), does not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


3.  Additional Interest.  (a)  If
(i) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement, as the case may be, is filed with the Commission on or
prior to the date which is 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 or an Automatic Shelf Registration Statement is not designated as a
Shelf Registration Statement able to be used for the offer and sale of the
Transfer Restricted Securities within 210 days after the original issuance
of the Securities, (iii) the Exchange Offer Registration Statement is
declared effective, the Registered Exchange Offer is not consummated on or
prior to 240 days after the date of the original issuance of Securities,
(iv) the Company and the Subsidiary Guarantors are required to file the
Shelf Registration Statement in accordance with Section 2, the Company or
any Subsidiary Guarantor does not so file the Shelf Registration Statement or
designate an Automatic Shelf Registration Statement to be used for the offer
and sale of the Transfer Restricted Securities and a prospectus supplement
covering the offer and sale of the Transfer Restricted Securities is not filed
with respect to an Automatic Shelf Registration Statement so designated on or
prior to the 30th day after the Company’s obligation to file such Shelf
Registration Statement arises, (v) the applicable Registration Statement
is filed and declared effective or so designated but shall thereafter cease to
be effective (at any time that the Company and the Subsidiary Guarantors are
obligated to maintain the effectiveness thereof) without being again effective
within 30 days or being succeeded within 30 days by an additional
Registration Statement filed and declared effective or immediately effective, provided
that such 30-day period shall toll during a Suspension Period, or (vi) any
Suspension Periods exceed, in the aggregate, 75 days during any 365-day period
(each such event referred to in clauses (i) through (vi), a “Registration
Default”), the Company shall be obligated to pay additional interest (“Additional
Interest”) to each Holder of Transfer Restricted Securities, during the period
of one or more such Registration Defaults, at a rate of 0.25% per annum on the
applicable principal amount of Transfer Restricted Securities held by such
Holder for the first 90-day period immediately following the occurrence
of a Registration Default, and such rate will increase by an additional 0.25%
with respect to each subsequent 90-day period until all Registration
Defaults have been cured, provided that the maximum additional rate may
in no event exceed 0.50% per annum.  Such
obligation to pay Additional Interest shall survive until (i) the applicable
Registration Statement is filed, (ii) the Exchange Offer Registration Statement
is declared effective and the Registered Exchange Offer is consummated with
respect to all properly tendered Securities, (iii) the Shelf Registration
Statement is declared effective or (iv) the Shelf Registration Statement again
becomes effective (or is superseded by another effective



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Shelf Registration
Statement), as the case may be. Following the cure of all Registration
Defaults, the accrual of Additional Interest will cease.


As used herein, the term “Transfer Restricted
Securities” means (i) each Security until the date on which such Security has
been exchanged for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) each Security until the date on which it has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (iii) each Security until the
date on which it is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
Notwithstanding anything to the contrary in this Section 3(a), the Company
shall not be required to pay Additional Interest to a Holder of Transfer
Restricted Securities if such Holder failed to comply with its obligations to
make the representations set forth in the third to last paragraph of Section 1
or failed to provide the information required to be provided by it, if any,
pursuant to Section 4(n).


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


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


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


(a)  The Company on behalf of
itself and the Subsidiary Guarantors shall (i) furnish to each of the Initial
Purchasers a copy of the Registration Statement and each amendment thereof and
each supplement (other than reports required to be filed by it under the
Exchange Act), if any, to the prospectus included therein and shall use its
reasonable best efforts to reflect in each such document, when so filed with
the Commission, such comments as any Initial Purchaser or any Holder may
reasonably propose; (ii) include the information set forth (A) in Annex A
hereto on the cover of such



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prospectus,
(B) in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose
of the Exchange Offer” section of such prospectus, (C) in Annex C hereto in the
“Plan of Distribution” section of the prospectus forming a part of the Exchange
Offer Registration Statement and (D) in Annex D hereto in any Letter of
Transmittal delivered pursuant to the Registered Exchange Offer, in each case
subject to any changes, additions, deletions or moving of such disclosure
required by the SEC; and (iii) if requested by an Initial Purchaser, include
the information required by Items 507 or 508 of Regulation S-K, as applicable,
in the prospectus forming part of the Exchange Offer Registration Statement.


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


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


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


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


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


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


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


(d) 
The Company on behalf of itself and the Subsidiary Guarantors shall
furnish to each Holder of Transfer Restricted Securities included within the
coverage of any Shelf Registration Statement, without charge, upon the written
request of such Holder, at least one conformed copy of such Shelf Registration
Statement and any post-effective amendment thereto, including all material
incorporated therein by reference,



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including financial statements and schedules and, if any such Holder so
requests in writing, all exhibits thereto (including those, if any,
incorporated by reference).


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


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


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


(h)  Prior to the effective date
of any Registration Statement, the Company and the Subsidiary Guarantors shall
use their reasonable best efforts to register or qualify, or cooperate with the
Holders of Securities or Exchange Securities included therein and their
respective counsel in connection with the registration or qualification of,
such Securities or Exchange Securities for offer and sale under the securities
or blue sky laws of such jurisdictions as any such Holder reasonably requests
in writing and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Securities or Exchange
Securities covered by such Registration Statement, provided that neither
the Company nor any Subsidiary Guarantor shall be required to qualify generally
to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process or to taxation
in any such jurisdiction where it is not then so subject.


(i)  The Company shall cooperate
with the Holders of Securities or Exchange Securities to facilitate the timely
preparation and delivery of certificates



 11
 









representing
Securities or Exchange Securities to be sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as the Holders thereof may request in writing at least
one business day prior to sales of Securities or Exchange Securities pursuant
to such Registration Statement.


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


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


(l)  The Company and the
Subsidiary Guarantors shall comply with all applicable rules and regulations of
the Commission and make generally available to the Company’s security holders
as soon as reasonably practicable after the effective date of the applicable
Registration Statement an earning statement satisfying the provisions of
Section 11(a) of the Securities Act, provided that in no event shall
such earning statement be delivered later than 45 days after the end of a
12-month period (or 90 days, if such period is a fiscal year) beginning with
the first month of the Company’s first fiscal quarter commencing after the
effective date of the applicable Registration Statement, which statement shall
cover such 12-month period.


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


(n)  The Company may require each
Holder of Transfer Restricted Securities to be registered pursuant to any Shelf
Registration Statement to furnish to the Company such information concerning
the Holder and the distribution of such Transfer Restricted Securities as the
Company may from time to time reasonably require for inclusion in such Shelf
Registration Statement, and the Company and the Subsidiary Guarantors may
exclude from such registration the Transfer Restricted Securities of any



 12
 









Holder that
fails to furnish such information within a reasonable time after receiving such
request.


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


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


(q)  In the case of any Shelf
Registration Statement, the Company and the Subsidiary Guarantors, as
applicable, shall:


(i) make
reasonably available for inspection by the Holders of, representatives and
counsel to, a majority in aggregate principal amount of the Securities to be
registered thereunder, any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other
agent retained by such Holders or any such underwriter all relevant financial
and other records, pertinent corporate documents and properties of the Company
and its subsidiaries;


(ii) cause the
Company’s and the Subsidiary Guarantors’ officers, directors and employees to
supply all relevant information reasonably requested by the Holders or any such
underwriter, attorney, accountant or agent in connection with any such Shelf
Registration Statement as is customary for similar due diligence examinations; provided,
however, that the foregoing inspection and information gathering shall
be coordinated on behalf of the Initial Purchasers by Citigroup Global Markets
Inc. in connection with any underwritten Shelf Registration Statement to which
it is a party, and on behalf of the Holders by one counsel designated by the
Holders of a majority of the Securities; provided,



 13
 









further, that any
information provided pursuant to Section 4(q)(i) and (ii) that is designated in
writing by the Company, in good faith, as confidential at the time of delivery
of such information shall be kept confidential by the Holders or any such
underwriter, attorney, accountant or agent, and shall be used only in
connection with such Shelf Registration and the transactions contemplated
thereby unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public generally
or through a third party without an accompanying obligation of confidentiality;


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


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


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


(vi) deliver
such documents and certificates as may be reasonably requested by the Holders
of a majority in aggregate principal amount of the Securities and the Exchange
Securities being sold and the underwriters, if any, and with any customary
conditions contained in the underwriting agreement or other agreement entered
into by the Company and the Subsidiary Guarantors.


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



 14















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


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


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


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


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


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


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



 15
 









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


(b)  In the event of a Shelf
Registration Statement, each Holder severally and not jointly shall indemnify
and hold harmless the Company, the Subsidiary Guarantors, their affiliates,
their respective officers, directors, employees, representatives and agents,
and each person, if any, who controls the Company or any such Subsidiary
Guarantor, as the case may be, within the meaning of the Securities Act or the
Exchange Act (collectively referred to for purposes of this Section 6(b) and
Section 7 as the Company), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Company or any such Subsidiary Guarantor, as the case may be, may become
subject, whether commenced or threatened, under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation, at common
law or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any such Registration Statement or
any prospectus forming a part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and



 16
 









in conformity
with any Holders’ Information furnished to the Company by such Holder, and
shall reimburse the Company or such Subsidiary Guarantor, as the case may be,
for any legal or other expenses reasonably incurred by the Company, in
connection with investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that no such Holder shall be liable for any indemnity claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Securities or Exchange Securities pursuant to such Shelf Registration
Statement.


(c)  Promptly after receipt by an
indemnified party under this Section 6 of notice of any claim or the
commencement of any action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party pursuant to Section 6(a)
or 6(b), notify the indemnifying party in writing of the claim or the
commencement of that action; provided, however, that the failure
to notify the indemnifying party shall not relieve it from any liability which
it may have under this Section 6 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided  further, however,
that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 6.  If any such claim or action
shall be brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party.  After notice from the indemnifying party to
the indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 6 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than the
reasonable costs of investigation; provided, however, that an
indemnified party shall have the right to employ its own counsel in any such
action, but the fees, expenses and other charges of such counsel for the
indemnified party will be at the expense of such indemnified party unless (1)
the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably
concluded that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the
indemnifying party, (3) a conflict or potential conflict exists (based upon
advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party (in which case the indemnifying party will not have the
right to direct the defense of such action on behalf of the indemnified party)
or (4) the indemnifying party has not in fact employed counsel reasonably
satisfactory to the indemnified party to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other charges
of counsel will be at the expense of the indemnifying party or parties. It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm of attorneys (in addition to any local counsel) at any one time for all
such indemnified party or parties. Each indemnified



 17
 









party, as a
condition of the indemnity agreements contained in Sections 6(a) and 6(b),
shall use all reasonable efforts to cooperate with the indemnifying party in
the defense of any such action or claim. No indemnifying party shall be liable
for any settlement of any such action effected without its written consent
(which consent shall not be unreasonably withheld), but if settled with its
written consent or if there be a final judgment for the plaintiff in any such
action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party (which consent shall not be unreasonably
withheld), effect any settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party
from all liability or claims that were raised or could have been raised by such
plaintiff in such proceeding.


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



 18
 









for purposes of this
Section 7, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending or preparing to defend any
such action or claim.  Notwithstanding
the provisions of this Section 7, an indemnifying party that is a Holder of
Securities or Exchange Securities shall not be required to contribute any
amount in excess of the amount by which (A) with respect to any Holder, the
total price at which the Securities or Exchange Securities sold by such
indemnifying party to any purchaser, (B) with respect to a Purchaser, the total
consideration received by such Purchaser pursuant to the Purchase Agreement, as
the case may be, exceeds the amount of any damages which such indemnifying
party has otherwise paid or become liable to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


8.  Rules 144 and 144A.   So long as Transfer Restricted Securities
remain outstanding, the Company and the Subsidiary Guarantors shall use their
reasonable best efforts to file the reports required to be filed by it under
the Securities Act and the Exchange Act in a timely manner and, if at any time
the Company is not required to file such reports, it and the Subsidiary
Guarantors will, upon the written request of any Holder of Transfer Restricted
Securities, make publicly available other information so long as necessary to
permit sales of such Holder’s securities pursuant to Rules 144 and 144A.  So long as Transfer Restricted Securities
remain outstanding, the Company and the Subsidiary Guarantors covenant that
after June 1, 2007, they will take such further action as any Holder of
Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including, without
limitation, the requirements of Rule 144A(d)(4)).  So long as Transfer Restricted Securities
remain outstanding, upon the written request of any Holder of Transfer
Restricted Securities, the Company shall deliver to such Holder a written statement
as to whether it and the Subsidiary Guarantors have complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Company or any Subsidiary Guarantor to register any of
its securities pursuant to the Exchange Act.


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


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



 19
 









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


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


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


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


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


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


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


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



 20
 









Guarantors hereby agree to extend the benefits of this Agreement to any
Holder of Securities and the Exchange Securities, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.


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


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


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


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


(h)  No Inconsistent
Agreements.  Neither the Company nor
any Subsidiary Guarantor has entered into, or shall, on or after the date of
this Agreement, enter into any agreement that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.


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



 21
 









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



 22
 









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


	
  

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 



 23
 









 


	
  The foregoing Agreement is
  hereby

  	
   

  
	
  confirmed and
  accepted as of the

  	
   

  
	
  date first above
  written.

  	
   

  
	
   

  	
   

  
	
  Citigroup Global
  Markets Inc.

  	
   

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  
	
   

  	
   

  
	
  By: Citigroup
  Global Markets Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ BARBARA
  MATAS

  	
   

  	
   

  
	
   

  	
  Name: Barbara
  Matas

  	
   

  
	
   

  	
  Title:  
  Managing Director

  	
   

  
	
   

  	
   

  
	
  For themselves
  and the other several

  	
   

  
	
  Initial
  Purchasers named in Schedule I

  	
   

  
	
  to the Purchase
  Agreement.

  	
   

  
				



 



 24














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















ANNEX A


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













ANNEX B


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













ANNEX C


PLAN OF DISTRIBUTION


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


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


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













ANNEX D


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


Name:


Address:


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