As filed with the Securities and Exchange Commission on January 14, 2005
Registration No. 333-121636-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RITE AID CORPORATION

(Exact name of Registrant as specified in its charter)


Delaware 23-1614034
(State or other jurisdiction of
incorporation or organization) 		(I.R.S. Employer
Identification No.)

30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Robert B. Sari Esq.
Senior Vice President and General Counsel
Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
(717) 761-2633
(717) 760-7867 (facsimile)
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Stacy J. Kanter, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
(212) 735-2000 (facsimile)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered in connection with dividend or reinvestment plans, please check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.



TABLE OF ADDITIONAL REGISTRANTS


Name of Additional
Registrant* 		State or Other
Jurisdiction of
Incorporation or
Formation 		Primary
Standard
Industrial
Classification
Code Number 		I.R.S Employer
Identification
Number
Ann & Government Streets–Mobile, Alabama, LLC Delaware 5912 N/A
Apex Drug Stores, Inc. Michigan 5912 38-2413448
Broadview and Wallings–Broadview Heights Ohio, Inc. Ohio 5912 25-1814215
Central Avenue & Main Street Petal-MS, LLC Delaware 5912 N/A
Dominion Drug Stores Corp. Nevada 5912 80-0052342
Eagle Managed Care Corp. Delaware 9995 25-1724201
Eighth and Water Streets–Urichsville, Ohio, LLC Delaware 5912 N/A
England Street–Asheland Corporation Virginia 5912 80-0052343
Fairground, L.L.C. Virginia 5912 54-1849788
GDF, Inc. Maryland 9995 34-1343867
Gettysburg and Hoover–Dayton, Ohio, LLC Ohio 5912 N/A
Harco, Inc. Alabama 5912 63-0522700
K&B, Incorporated Delaware 6749 51-0346254
K&B Alabama Corporation Alabama 5912 72-1011085
K&B Louisiana Corporation Louisiana 5912 72-1043860
K&B Mississippi Corporation Mississippi 5912 72-0983482
K&B Services, Incorporated Louisiana 5912 72-1245171
K&B Tennessee Corporation Tennessee 5912 62-1444359
K&B Texas Corporation Texas 5912 72-1010327
Keystone Centers, Inc. Pennsylvania 5912 23-1730114
Lakehurst and Broadway Corporation New Jersey 5912 23-2937947
Mayfield & Chillicothe Roads–Chesterland, LLC Ohio 5912 N/A
Munson & Andrews, LLC Delaware 5912 N/A
Name Rite, L.L.C. Delaware 6749 N/A
Northline & Dix–Toledo–Southgate, LLC Michigan 5912 N/A
PDS-1 Michigan, Inc. Michigan 5912 38-2935739
P.L.D. Enterprises, Inc. Nevada 9995 80-0052347
PL Xpress, Inc. Oregon 4210 93-0962294
Patton Drive and Navy
Boulevard Property Corporation 		Florida 5912 23-2870495
Paw Paw Lake Road & Paw Paw Avenue–Coloma,
Michigan, LLC 		Delaware 5912 N/A
Perry Distributors, Inc. Michigan 4225 38-1718545
Perry Drug Stores, Inc. Michigan 5912 38-0947300
RDS Detroit, Inc. Michigan 5912 35-1799950
Ram–Utica, Inc. Michigan 9995 80-0052329
READ's Inc. Maryland 6719 80-0052330
Rite Aid Drug Palace, Inc. Delaware 5912 23-2325476
Rite Aid Hdqtrs. Corp. Delaware AUX1 23-2308342
Rite Aid Hdqtrs. Funding, Inc. Delaware 6719 73-3167335
Rite Aid of Alabama, Inc. Alabama 5912 23-2410761
Rite Aid of Connecticut, Inc. Connecticut 5912 23-1940645
Rite Aid of Delaware, Inc. Delaware 5912 23-1940646
Rite Aid of Florida, Inc. Florida 5912 23-2047226



Name of Additional
Registrant* 		State or Other
Jurisdiction of
Incorporation or
Formation 		Primary
Standard
Industrial
Classification
Code Number 		I.R.S Employer
Identification
Number
Rite Aid of Georgia, Inc. Georgia 5912 23-2125551
Rite Aid of Illinois, Inc. Illinois 5912 23-2416666
Rite Aid of Indiana, Inc. Indiana 5912 23-2048778
Rite Aid of Kentucky, Inc. Kentucky 5912 23-2039291
Rite Aid of Maine, Inc. Maine 5912 01-0324725
Rite Aid of Maryland, Inc. Maryland 5912 23-1940941
Rite Aid of Massachusetts, Inc. Massachusetts 5912 23-1940647
Rite Aid of Michigan, Inc. Michigan 5912 N/A
Rite Aid of New Hampshire, Inc. New Hampshire 5912 23-2008320
Rite Aid of New Jersey, Inc. New Jersey 5912 23-1940648
Rite Aid of New York, Inc. New York 5912 23-1940649
Rite Aid of North Carolina, Inc. North Carolina 5912 23-1940650
Rite Aid of Ohio, Inc. Ohio 5912 23-1940651
Rite Aid of Pennsylvania, Inc. Pennsylvania 5912 23-1940652
Rite Aid of South Carolina, Inc. South Carolina 5912 23-2047222
Rite Aid of Tennessee, Inc. Tennessee 5912 23-2047224
Rite Aid of Vermont, Inc. Vermont 5912 23-1940942
Rite Aid of Virginia, Inc. Virginia 5912 23-1940653
Rite Aid of Washington, D.C., Inc. Washington DC 5912 23-2461466
Rite Aid of West Virginia, Inc. West Virginia 5912 23-1940654
Rite Aid Realty Corp. Delaware 6719 23-1725347
Rite Aid Rome Distribution Center, Inc. New York 4225 23-1887836
Rite Aid Services, L.L.C. Delaware 7363 02-0655440
Rite Aid Transport, Inc. Delaware 4210 25-1793102
Rite Fund, Inc. Delaware 6749 51-0273194
Rite Investments Corp. Delaware 6749 51-0273192
Rx Choice, Inc. Delaware 7359 25-1598207
Seven Mile and Evergreen–Detroit, LLC Michigan 5912 N/A
Silver Springs Road–Baltimore, Maryland/One, LLC Delaware 5912 N/A
Silver Springs Road–Baltimore, Maryland/Two, LLC Delaware 5912 N/A
State & Fortification Streets–Jackson, Mississippi, LLC Delaware 5912 N/A
State Street and Hill Road–Gerard, Ohio, LLC Delaware 5912 N/A
The Lane Drug Company Ohio 5912 53-0125212
The Muir Company Ohio 5912 38-0857390
Thrifty Corporation California 5912 95-1297550
Thrifty PayLess, Inc. California 5912 95-4391249
Tyler and Sanders Roads, Birmingham–Alabama, LLC Delaware 5912 N/A
Virginia Corporation Delaware 6749 51-0335659
112 Burleigh Avenue Norfolk, LLC Virginia 5912 N/A



Name of Additional
Registrant* 		State or Other
Jurisdiction of
Incorporation or
Formation 		Primary
Standard
Industrial
Classification
Code Number 		I.R.S Employer
Identification
Number
537 Elm Street Corp. Rhode Island 5912 23-2962033
657–659 Broad St. Corp. New Jersey 5912 80-0052338
764 South Broadway–Geneva, Ohio, LLC Ohio 5912 23-1974076
1515 West State Street Boise, Idaho, LLC Delaware 5912 N/A
1740 Associates, L.L.C. Michigan 5912 N/A
3581 Carter Hill Road–Montgomery Corp. Alabama 5912 80-0052336
4042 Warrensville Center Road–Warrensville Ohio, Inc. Ohio 5912 25-1820507
5277 Associates, Inc. Washington 5912 23-2940919
5600 Superior Properties, Inc. Ohio 5912 80-0052337
* Addresses and telephone numbers of principal executive offices are the same as those of Rite Aid Corporation.


The information in this prospectus is not complete and may be changed. The registrants may not sell these securities until the registration statement filed with the Securities and Exchange Commission is is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 14, 2005

PRELIMINARY PROSPECTUS

$1,000,000,000

Rite Aid Corporation

Debt Securities
Guarantees of Debt Securities
Common Stock
Preferred Stock
Warrants

We, Rite Aid Corporation, may offer, issue and sell from time to time, together or separately, our:

•  debt securities, which may be senior secured debt securities, senior unsecured debt securities or subordinated debt securities;
•  guarantees for the benefit of the holders of certain debt securities;
•  shares of our common stock;
•  shares of our preferred stock; and
•  warrants to purchase our common stock, preferred stock, debt securities or other securities.

This prospectus provides you with a general description of the securities which we may offer. Each time we offer securities for sale, we will provide a supplement to this prospectus that contains specific information about the offering and the terms of the securities. A prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any accompanying prospectus supplement before you make your investment decision.

Investing in the securities involves risks. See "Risk Factors" beginning on page 2.

THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES, UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of securities, please see "Plan of Distribution" in this prospectus.

Our common stock is listed on the New York Stock Exchange and the Pacific Exchange under the trading symbol "RAD".

NEITHER THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is dated         , 2005



TABLE OF CONTENTS


ABOUT THIS PROSPECTUS   i  
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS   ii  
WHERE YOU CAN FIND MORE INFORMATION   iii  
RITE AID CORPORATION   1  
RISK FACTORS   2  
RATIO OF EARNINGS TO FIXED CHARGES   7  
USE OF PROCEEDS   8  
DESCRIPTION OF SECURITIES   9  
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES   9  
DESCRIPTION OF CAPITAL STOCK   22  
DESCRIPTION OF WARRANTS   28  
PLAN OF DISTRIBUTION   29  
LEGAL MATTERS   31  
EXPERTS   31  


ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission using a "shelf" registration process. By using the shelf process, we may, from time to time, sell any combination of the securities described in this prospectus, in one or more offerings, up to a total dollar amount of $1,000,000,000, or the equivalent denominated in foreign currencies. This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities for sale, we will provide a supplement to this prospectus that will describe the specific information about the offering and the terms of the securities. A prospectus supplement may also add to, update or change the information contained in this prospectus. You should read this prospectus, the applicable prospectus supplement and the information contained in the documents we refer to under the heading "Where You Can Find More Information" in this prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide you with any different information. We are not making an offer to sell our securities in any jurisdiction where the offer or sale is not permitted or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

You should assume that the information in this prospectus is accurate as of the date of the prospectus. Our business, financial condition and results of operations may have changed since that date.

When used in this prospectus, the terms "Rite Aid Corporation," "Rite Aid," "the company," "we," "us" and "our" refer to Rite Aid Corporation and its consolidated subsidiaries, unless we specify or the context clearly indicates otherwise.

i



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents that we incorporate by reference herein include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict" and similar expressions and include references to assumptions and relate to our future prospects, developments and business strategies.

Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:

•  our high level of indebtedness;
•  our ability to make interest and principal payments on our debt and satisfy the other covenants contained in our senior secured credit facility and other debt agreements;
•  our ability to improve the operating performance of our existing stores in accordance with our long term strategy;
•  our ability to hire and retain pharmacists and other store personnel;
•  the outcomes of pending lawsuits and governmental investigations;
•  competitive pricing pressures and continued consolidation of the drugstore industry; and
•  the efforts of third party payors to reduce prescription drug reimbursements and encourage mail order, changes in state or federal legislation or regulations, the success of planned advertising and merchandising strategies, general economic conditions and inflation, interest rate movements, access to capital, and our relationships with our suppliers.

We undertake no obligation to revise the forward-looking statements included or incorporated by reference in this prospectus to reflect any future events or circumstances. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences are discussed in the section entitled "Risk Factors" included in this prospectus. In addition, you are advised to review any further disclosures we make on related subjects in reports we file with the SEC.

ii



WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (or the SEC) under the Securities Exchange Act of 1934 (or the Exchange Act). You may read and copy all or a portion of this information at the SEC's Public Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional office located at 233 Broadway, New York, New York 10279. You may obtain further information regarding the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public on the SEC's Internet site located at http://www.sec.gov. Our common stock is listed and traded on the New York Stock Exchange and the Pacific Exchange under the symbol "RAD". You may inspect our reports, proxy statements and other information at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

The SEC allows us to "incorporate by reference" into this prospectus information that we file with the SEC. This means we can disclose important information to you by referring you to the documents containing this information. Any information we incorporate by reference is considered to be part of this prospectus and any information filed by us with the SEC subsequent to the date of this prospectus will be deemed to automatically update and supercede the information contained herein. We are incorporating by reference into this prospectus the following documents that we have filed with the SEC:

•  Our Annual Report on Form 10-K, filed with the SEC on April 26, 2004, for the fiscal year ended February 28, 2004;
•  Our Quarterly Reports on Form 10-Q for the periods ended May 29, 2004, August 28, 2004 and November 27, filed with SEC on June 29, 2004, September 28, 2004, and December 21, 2004, respectively; and
•  Our Current Reports on Form 8-K, filed with the SEC on August 20, 2004, October 8, 2004, January 4, 2005 and January 5, 2005; and
•  The description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC under the Exchange Act.

We incorporate by reference any future filings we make with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the termination of the offering made under this prospectus. We do not incorporate by reference any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K in any future filings, unless specifically stated otherwise.

We will provide without charge upon written or oral request, a copy of any or all of the documents which are incorporated by reference into this prospectus, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit to this prospectus. Requests should be directed to:

Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: Investor Relations
(717) 761-2633

iii



RITE AID CORPORATION

Our Business

We are the third largest retail drugstore chain in the United States based on revenues and number of stores. We operate approximately 3,400 drugstores in 28 states across the country and the District of Columbia.

In our stores, we sell prescription drugs and a wide assortment of other merchandise, which we call "front-end" products. Our pharmacists fill more than 200 million prescriptions annually which account for approximately 64% of our annual sales. We believe that our pharmacy operations will continue to represent a significant part of our business due to favorable industry trends, including an aging population, increased life expectancy and the discovery of new and better drug therapies. We offer approximately 24,000 front-end products, which account for the remaining 36% of our annual sales. Front-end products include over-the-counter medications, health and beauty aids, personal care items, cosmetics, household items, beverages, convenience foods, greeting cards, seasonal merchandise and numerous other everyday and convenience products, as well as photo processing. We distinguish our stores from other national chain drugstores, in part, through our private brands and our strategic alliance with General Nutrition Companies, Inc. (GNC), a leading retailer of vitamin and mineral supplements. We offer approximately 2,100 front-end products under the Rite Aid private brand, which contribute approximately 11% of our front-end sales in categories where private brand products are sold.

Our stores range in size from approximately 5,000 to 40,000 square feet. The overall average size of each store in our chain is approximately 12,700 feet. The larger stores are concentrated in the western United States. Approximately 53% of our stores are freestanding; 38% of our stores include a drive-thru pharmacy; 72% include one-hour photo shops; and 29% include a GNC store within Rite-Aid store.

* * *

Our headquarters are located at 30 Hunter Lane, Camp Hill, Pennsylvania 17011, and our telephone number is (717) 761-2633. We were incorporated in 1968 and are a Delaware corporation.

1



RISK FACTORS

Before you invest in our securities, you should be aware that there are various risks. You should carefully consider the risk factors set forth in this prospectus, the accompanying prospectus supplement and the reports that we file with the SEC, as well as other information we include or incorporate by reference in this prospectus, before deciding whether an investment in that security is suitable for you.

Risks Related to our Financial Condition

We are highly leveraged. Our substantial indebtedness could limit cash flow available for our operations and could adversely affect our ability to service debt or obtain additional financing if necessary.

We are highly leveraged and have the ability to incur a significant amount of additional indebtedness. We also have off balance sheet obligations under our accounts receivable securitization program. Our debt obligations adversely affect our operations in a number of ways and while we believe we have adequate sources of liquidity to meet our anticipated requirements for working capital, debt service and capital expenditures through fiscal year 2006, there can be no assurance that our cash flow from operations will be sufficient to service our debt, which may require us to borrow additional funds for that purpose, restructure or otherwise refinance our debt. Our earnings were insufficient to cover our fixed charges for fiscal 2004 by $2.7 million.

Our high level of indebtedness will continue to restrict our operations. Among other things, our indebtedness will:

•  limit our ability to obtain additional financing;
•  limit our flexibility in planning for, or reacting to, changes in the markets in which we compete;
•  place us at a competitive disadvantage relative to our competitors with less indebtedness;
•  render us more vulnerable to general adverse economic and industry conditions; and
•  require us to dedicate a substantial portion of our cash flow to service our debt.

Our ability to make payments on our debt depends upon our ability to substantially improve our operating performance, which is subject to general economic and competitive conditions and to financial, business and other factors, many of which we cannot control. If our cash flow from our operating activities is insufficient, we may take certain actions, including delaying or reducing capital or other expenditures, attempting to restructure or refinance our debt, selling assets or operations or seeking additional equity capital. We may be unable to take any of these actions on satisfactory terms or in a timely manner. Further, any of these actions may not be sufficient to allow us to service our debt obligations or may have an adverse impact on our business. Our existing debt agreements limit our ability to take certain of these actions. Our failure to earn enough to pay our debts or to successfully undertake any of these actions could have a material adverse effect on us.

Borrowings under our senior credit facility are based upon variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

The indebtedness outstanding under our senior credit facility bears an interest rate that varies depending upon LIBOR. If we borrow additional amounts under our senior credit facility, the interest rate on those borrowings will vary depending upon LIBOR. If LIBOR rises, the interest rates on this outstanding debt will also increase. Therefore, an increase in LIBOR would increase our interest payment obligations under the senior credit facility and have a negative effect on our cash flow and financial condition. We currently do not maintain any hedging contracts that would limit our exposure to variable rates of interest.

The covenants in our outstanding indebtedness impose restrictions that may limit our operating and financial flexibility.

The covenants in the instruments that govern our outstanding indebtedness restrict our ability to:

•  incur liens and debt;

2



•  pay dividends;
•  make redemptions and repurchases of capital stock;
•  make loans and investments;
•  prepay, redeem or repurchase debt;
•  engage in mergers, consolidations, asset dispositions, sale-leaseback transactions and affiliate transactions;
•  change our business;
•  amend some of our debt and other material agreements;
•  issue and sell capital stock of subsidiaries;
•  restrict distributions from subsidiaries; and
•  grant negative pledges to other creditors.

In addition, if we have less than $300.0 million available under our revolving credit facility, we will be subject to certain financial covenant ratios. If we are unable to meet the terms of the financial covenants or if we breach any of these covenants, a default could result under one or more of these agreements. A default, if not waived by our lenders, could result in the acceleration of our outstanding indebtedness and cause our debt to become immediately due and payable. If acceleration occurs, we would not be able to repay our debt and it is unlikely that we would be able to borrow sufficient additional funds to refinance such debt. Even if new financing is made available to us, it may not be available on terms acceptable to us.

If we obtain modifications of our agreements or are required to obtain waivers of defaults, we may incur significant fees and transaction costs. In fiscal 2005, 2004, 2003, 2002 and 2001, we modified certain covenants contained in our then existing senior credit facility and loan agreements. In fiscal 2000, we obtained waivers of compliance contained in our then existing credit facilities and public indentures. In connection with obtaining these modifications and waivers, we paid significant fees and transaction costs.

Risks Related to our Operations

We need to continue to improve our operations in order to improve our financial condition, but our operations will not improve if we cannot continue to effectively implement our business strategy or if our strategy is negatively affected by general economic conditions.

Although we have had significant improvement in the sales productivity of our store base, we have not yet achieved the sales productivity level of our major competitors. We believe that improving the sales of existing stores is important to achieving profitability and continuing to improve operating cash flow. If we are not successful in implementing our strategy, or if our strategy is not effective, we may not be able to continue to improve our operations. In addition, any adverse change in general economic conditions can adversely affect consumer buying practices and reduce our sales of front-end products, which are our higher margin products, and cause a proportionately greater decrease in our profitability. Failure to continue to improve operations or a decline in general economic conditions would adversely affect our results of operations, financial condition and cash flows and our ability to make principal or interest payments on our debt.

Our new store development program requires entering into construction and development commitments and occasionally purchasing land that will not be utilized for several years which may limit our financial flexibility.

We will enter into significant construction and development commitments as part of our new store development program. Also, we will occasionally make capital expenditures to acquire land that may not be used for several years. Even if there are significant negative economic or competitive developments in our industry or the regions where we have made these commitments, these

3



commitments must still be met. Further, if we subsequently dispose of the property that we acquire, we may receive less than the purchase price or the net book value of such property which may result in financial loss.

We are dependent on our management team, and the loss of their services could have a material adverse effect on our business and the results of our operations or financial condition.

The success of our business is materially dependent upon the continued services of our executive management team. The loss of key personnel could have a material adverse effect on the results of our operations, financial condition or cash flows. Additionally, we cannot assure you that we will be able to attract or retain other skilled personnel in the future.

There are currently pending both civil and criminal investigations by the United States Attorney. In addition to any fines or damages that we might have to pay, any criminal conviction against us may result in the loss of licenses and contracts that are material to the conduct of our business, which would have a negative effect on our results of operations, financial condition and cash flows.

There are currently pending federal governmental investigations, both civil and criminal, by the United States Attorney, involving various matters related to prior management's business practices. The Company is cooperating fully with the United States Attorney. We have begun settlement discussions with the United States Attorney of the Middle District of Pennsylvania. The United States Attorney has proposed that the government would not institute any criminal proceedings against us if we enter into a consent judgment providing for a civil penalty payable over a period of years. The amount of the civil penalty has not been agreed to and there can be no assurance that a settlement will be reached or that the amount of such penalty will not have a material adverse effect on our financial condition and results of operations. We recorded an accrual of $20.0 million in fiscal 2003 in connection with the resolution of these matters; however, we may incur charges in excess of that amount and we are unable to estimate the possible range of loss. We will continue to evaluate our estimate and to the extent that additional information arises or our strategy changes, we will adjust our accrual accordingly.

If we were convicted of any crime, certain licenses and government contracts, such as Medicaid plan reimbursement agreements that are material to our operations, may be revoked, which would have a material adverse effect on our results of operations and financial condition. In addition, substantial penalties, damages or other monetary remedies assessed against us could also have a material adverse effect on our results of operations, financial condition and cash flows.

Given the size and nature of our business, we are subject from time to time to various lawsuits which, depending on their outcome, may have a negative impact on our results of operations, financial condition and cash flows.

We are substantially dependent on a single supplier of pharmaceutical products to sell products to us on satisfactory terms. A disruption in this relationship may have a negative effect on our results of operations, financial condition and cash flow.

We obtain approximately 90% of the dollar value of our prescription drugs from a single supplier, McKesson Corp. (or McKesson), pursuant to a contract that runs through March 2009. Pharmacy sales represent approximately 64% of our total sales and, therefore, our relationship with McKesson is important to us. Any significant disruptions in our relationship with McKesson may temporarily make it difficult for us to continue to operate our business until we found a replacement supplier which could have a material adverse effect on our results of operations, financial condition and cash flows.

Risks Related to our Industry

The markets in which we operate are very competitive and further increases in competition could adversely affect us.

We face intense competition with local, regional and national companies, including other drugstore chains, independently owned drugstores, supermarkets, mass merchandisers, discount stores, dollar stores, mail order pharmacies and drug importation. We may not be able to effectively compete

4



against them because our existing or potential competitors may have financial and other resources that are superior to ours. In addition, we may be at a competitive disadvantage because we are more highly leveraged than our competitors. The ability of our stores to achieve profitability depends on their ability to achieve a critical mass of customers. We believe that the continued consolidation of the drugstore industry will further increase competitive pressures in the industry. As competition increases, a significant increase in general pricing pressures could occur which would require us to increase our sales volume and to sell higher margin products and services in order to remain competitive. We cannot assure you that we will be able to continue to compete effectively in our markets or increase our sales volume in response to further increased competition.

Changes in third-party reimbursement levels for prescription drugs could reduce our margins and have a material adverse effect on our business.

Sales of prescription drugs, as a percentage of sales, and the percentage of prescription sales reimbursed by third parties, have been increasing and we expect them to continue to increase. Sales of prescription drugs represent approximately 64% of our sales, and approximately 93% of all of the prescription drugs that we sell are with third-party payors. The top five third-party payors account for approximately 30% of our total sales, the largest of which is approximately 10.5% of our total sales. Any significant loss of third-party payor business could have a material adverse effect on our business and results of operations. Also, these third-party payors could reduce the levels at which they will reimburse us for the prescription drugs that we provide to their members. Furthermore, the passing in December 2003 of the Medicare Prescription Drug, Improvement and Modernization Act will grant a prescription drug benefit to participants. As a result of this benefit, we may be reimbursed for some prescription drugs at prices lower than our current reimbursement levels. Approximately 12% of our revenues are from state-sponsored Medicaid agencies. There have been a number of proposals and enactments by various states to reduce Medicaid reimbursement levels in response to budget problems, some of which propose to reduce reimbursement levels in the applicable states significantly, and we expect other similar proposals in the future. If third-party payors reduce their reimbursement levels or if Medicare or state Medicaid programs cover prescription drugs at lower reimbursement levels, our margins on these sales would be reduced, and the profitability of our business and our results of operations, financial condition or cash flows could be adversely affected.

Another adverse trend for drugstore retailing has been the rapid growth in mail-order and internet based prescription processors. These prescription distribution methods have grown in market share relative to drugstores as a result of the rapid rise in drug costs experienced in recent years and are predicted to continue to rise. Mail-order prescription distribution methods are perceived by employers and insurers as being less costly than traditional distribution methods and are being encouraged, and, in some cases, required, by third party pharmacy benefit managers, employers and unions that administer benefits. As a result, some labor unions and employers are requiring, and others may encourage or require, that their members or employees obtain medications from mail-order pharmacies which offer drug prescriptions at prices lower than we are able to offer. In addition to these forms of mail-order distribution, there has also been an increasing number of internet-based prescription distributors that specialize in offering certain high demand lifestyle drugs at deeply discounted prices. A number of these internet-based distributors operate outside the reach of regulations that govern legitimate drug retailers. Competition from Canadian imports has also been increasing significantly recently and also creates volume and pricing pressure. Imports from foreign countries may increase further if recently introduced legislation seeking to legalize the importation of drugs from Canada and other countries is eventually enacted. These alternate distribution channels have negatively affected sales for traditional chain drug retailers, including us, in the last few years and we expect such negative effect to continue in the future.

We are subject to governmental regulations, procedures and requirements; our noncompliance or a significant regulatory change could adversely affect our business, the results of our operations or our financial condition.

Our pharmacy business is subject to federal, state and local regulation. These include local registrations of pharmacies in the states where our pharmacies are located, applicable Medicare and

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Medicaid regulations and prohibitions against paid referrals of patients. Failure to properly adhere to these and other applicable regulations could result in the imposition of civil and criminal penalties and could adversely affect the continued operation of our business. Furthermore, our pharmacies could be affected by federal and state reform programs, such as healthcare reform initiatives, which could, in turn negatively affect our business. The passing of these initiatives or any new federal or state programs could adversely affect our results of operations, financial condition and cash flows.

Our pharmacy business is subject to the patient privacy and other obligations, including corporate, pharmacy and associate responsibility, imposed by the Health Insurance Portability and Accountability Act. As a covered entity, we are required to implement privacy standards, train our associates on the permitted uses and disclosures of protected health information, provide a notice of privacy practice to our pharmacy customers and permit pharmacy health customers to access and amend their records and receive an accounting of disclosures of protected health information. Failure to properly adhere to these requirements could result in the imposition of civil as well as criminal penalties.

Certain risks are inherent in providing pharmacy services; our insurance may not be adequate to cover any claims against us.

Pharmacies are exposed to risks inherent in the packaging and distribution of pharmaceuticals and other healthcare products, such as with respect to improper filling of prescriptions, labeling of prescriptions and adequacy of warnings. Although we maintain professional liability and errors and omissions liability insurance, from time to time, claims result in the payment of significant amounts, some portions of which are not funded by insurance. We can offer no assurance that the coverage limits under our insurance programs will be adequate to protect us against future claims, or that we will maintain this insurance on acceptable terms in the future. Our results of operations, financial condition or cash flows may be adversely affected if in the future our insurance coverage proves to be inadequate or unavailable or there is an increase in liability for which we self insure or we suffer reputational harm as a result of an error or omission.

We will not be able to compete effectively if we are unable to attract, hire and retain qualified pharmacists.

There is a nationwide shortage of qualified pharmacists. In response to this challenge, we have implemented improved competitive benefits and training programs in order to attract, hire and retain qualified pharmacists. We have also expanded our pharmacist recruiting efforts, through an increase in the number of recruiters, a successful pharmacist intern program and improved relations with pharmacy schools. However, we may not be able to attract, hire and retain enough qualified pharmacists which could adversely affect our operations.

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RATIO OF EARNINGS TO FIXED CHARGES

We have calculated the ratio of earnings to fixed charges in the following table by dividing earnings by fixed charges. For this purpose, earnings include pre-tax income from continuing operations plus fixed charges before capitalized interest. Fixed charges include interest, whether expensed or capitalized, amortization of debt expense, preferred stock dividend requirement and that portion of rental expense which is representative of the interest factor in those rentals.


  Year Ended Thirty-Nine Weeks
Ended
  February 28,
2004
(52 weeks) 		March 1,
2003
(52 weeks) 		March 2,
2002
(52 weeks) 		March 3,
2001
(53 weeks) 		February 26,
2000
(52 weeks) 		November 22,
2004
(39 weeks)
  (Dollars in thousands)
Fixed Charges:                                    
Interest Expense $ 313,498   $ 330,020   $ 396,064   $ 649,926   $ 542,028   $ 224,973  
Interest Portion of Net Rental Expense (1)   184,643     189,463     182,260     159,066     146,852     153,233  
Fixed Charges Before Capitalized Interest and Preferred Stock Dividend Requirements   498,141     519,483     578,324     808,992     688,880     378,206  
Preferred Stock Dividend Requirement (2)   37,074     49,540     42,354     42,445     15,554     39,343  
Capitalized Interest   133     301     806     1,836     5,292     160  
Total Fixed Charges $ 535,348   $ 569,324   $ 621,484   $ 853,273   $ 709,726   $ 417,709  
Earnings:                                    
Income (Loss) from Continuing Operations Before Income Taxes and Cumulative Effect of Accounting Change $ 34,516   $ (154,016 )  $ (839,426 )  $ (1,282,807 )  $ (1,123,296 )  $ 85,279  
Share of Loss From Equity Method Investees   —     —     12,092     36,675     15,181     —  
Preferred Stock Dividend Requirement (2)   (37,074 )    (49,540 )    (42,354 )    (42,445 )    (15,554 )    (39,343 ) 
Fixed Charges Before Capitalized Interest   535,215     569,023     620,678     851,437     704,434     417,549  
Total Adjusted Earnings (Loss)   532,657     365,467     (249,010 )    (437,140 )    (419,235 )    463,485  
Ratio of Earnings to Fixed Charges   —     —     —     —     —     1.11  
Earnings to Fixed Charges (Deficiency) $ (2,691 )  $ (203,857 )  $ (870,494 )  $ (1,290,413 )  $ (1,128,961 )  $ 45,776  
(1) The interest portion of net rental expense is estimated to be equal to one-third of the minimum rental expense for the period.
(2) The preferred stock dividend requirement is computed as the pre-tax earnings (assuming a 35% effective tax rate) that would be required to cover preferred stock dividends.

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USE OF PROCEEDS

Unless otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of any offering of securities offered for general corporate purposes. These purposes may include, but are not limited to:

•  working capital;
•  capital expenditures;
•  the repayment or refinancing of our indebtedness; and
•  acquisitions.

When a particular series of securities is offered, a prospectus supplement related to that offering will set forth our intended use of the net proceeds received from the sale of those securities. We will have significant discretion in the use of any net proceeds. The net proceeds may be invested temporarily in short-term marketable securities or applied to repay indebtedness until they are used for their stated purpose.

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DESCRIPTION OF SECURITIES

This prospectus contains summary descriptions of the debt securities (including any guarantee thereof), common stock, preferred stock and warrants that we may sell from time to time. These summary descriptions are not meant to be complete descriptions of each security. The particular terms of any security will be described in the related prospectus supplement.

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

The debt securities offered by this prospectus will be senior secured debt securities, senior unsecured debt securities or subordinated debt securities. Debt securities may be guaranteed by us or one or more of our subsidiaries. Guarantees may be full or limited, senior or subordinated and secured or unsecured, or a combination thereof. We will issue the senior secured debt securities, the senior unsecured debt securities and the subordinated debt securities under indentures that we will enter into with BNY Midwest Trust Company, as trustee. We refer to the indenture under which senior secured debt securities and the senior unsecured debt securities may be issued in this prospectus as the "senior indenture" and the senior indenture and the subordinated indenture in this prospectus collectively as the "indentures." To the extent that debt securities are guaranteed, the guarantees will be set forth in the indenture or supplements thereto or guarantee agreements. To the extent that debt securities or related guarantees are secured, the security interest will be granted under and subject to the indenture or supplements thereto, security agreements, pledge agreements, mortgages, intercreditor agreements, lien subordination agreements and other documents as may be necessary. We refer to these documents collectively as "security documents." We will file forms of the indentures and any related security documents with the SEC as exhibits to the registration statement of which this prospectus forms a part or in a Current Report on Form 8-K. We have summarized selected provisions of the indentures and the debt securities below. This summary is not complete and is qualified in its entirety by reference to the indentures and the security documents. For purposes of this "Description of Debt Securities and Guarantees" section of this prospectus, references to the terms "Rite Aid," "us" or "we" mean Rite Aid Corporation only, unless we state otherwise or the context clearly indicates otherwise.

We may issue debt securities from time to time in one or more series under the indentures. We will describe the particular terms of each series of debt securities we offer in a supplement to this prospectus. The terms of our debt securities will include those set forth in the applicable indenture, any related security documents and those made a part of the applicable indenture by the Trust Indenture Act of 1939. You should read the summary below, the applicable prospectus supplement and the provisions of the applicable indenture and any related security documents before investing in our debt securities.

The provisions of each of the indentures are substantially identical in substance, except that the subordinated indenture provides for the subordination of the subordinated debt securities and the senior indenture has no counterpart for that section. We have described the subordination provisions of the subordinated indenture below under "—Subordination Under the Subordinated Indenture." The terms of the security arrangements for each series of our senior secured debt securities will be established in a supplemental indenture to the senior indenture and will be described in the applicable prospectus supplement.

Subject to the exceptions, and subject to compliance with the applicable requirements, set forth in the applicable indenture, we may discharge our obligations under the indentures with respect to our debt securities as described below under "—Defeasance and Covenant Defeasance."

The Terms of the Debt Securities

We may issue debt securities and any related guarantees in one or more series from time to time under each of the indentures. The total principal amount of debt securities that may be issued under the indentures is unlimited. We may limit the maximum total principal amount for the debt securities of any series. However, any limit may be increased by resolution of our board of directors. We will

9



establish the terms of each series of debt securities in a supplemental indenture, board resolution or company order. Unless we inform you otherwise in a prospectus supplement, each series of our senior secured debt securities will rank equally in right of payment with all of our other senior debt, except that our senior secured debt will effectively rank senior to our senior unsecured debt to the extent of the value of the collateral securing the senior secured debt. The subordinated debt securities will rank junior in right of payment and be subordinate to all of our senior debt as described below under "—Subordination Under the Subordinated Indenture."

We will describe the specific terms of the series of debt securities being offered in a prospectus supplement. These terms will include some or all of the following:

•  the title of the debt securities;
•  whether the debt securities are senior secured debt securities, senior unsecured debt securities or subordinated debt securities;
•  the specific indenture under which the debt securities will be issued;
•  any limit on the total principal amount of the debt securities;
•  the ability to issue additional debt securities of the same series;
•  the price or prices at which we sell the debt securities;
•  the date or dates on which the principal of the debt securities will be payable, including the maturity date, or the method used to determine or extend those dates;
•  the interest rate or rates of the debt securities, if any, which may be fixed or variable, or the method used to determine the rate or rates;
•  the date or dates from which interest will accrue on the debt securities, or the method used for determining those dates;
•  the right, if any, to extend the interest payment periods and the duration of any such deferral period, including the maximum period during which the interest payment periods may be extended;
•  the priority of payment of the debt securities;
•  the interest payment dates and the regular record dates for interest payments, if any, or the method used to determine those dates;
•  the basis for calculating interest if other than a 360-day year of twelve 30-day months;
•  the place or places where:
•  payments of principal, premium, if any, and interest on the debt securities will be payable;
•  the debt securities may be presented for registration of transfer, conversion or exchange, as applicable; and
•  notices and demands to or upon us relating to the debt securities may be made;
•  any provisions that would allow or obligate us to redeem or purchase the debt securities, including any sinking fund or amortization provisions, prior to their maturity and the prices at which we may, or are required to do so;
•  the denominations in which we will issue the debt securities, if other than denominations of an integral multiple of $1,000;
•  any provisions that would determine the amount of principal, premium, if any, or interest on the debt securities by reference to an index or pursuant to a formula;
•  the currency, currencies or currency units in which the principal, premium, if any, and interest on the debt securities will be payable, if other than U.S. dollars, and the manner for determining the equivalent principal amount in U.S. dollars;

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•  any provisions for the payment of principal, premium, if any, and interest on the debt securities in one or more currencies or currency units other than those in which the debt securities are stated to be payable;
•  the percentage of the principal amount at which the debt securities will be issued and, if other than 100%, the portion of the principal amount of the debt securities which will be payable if the maturity of the debt securities is accelerated or the method for determining such portion;
•  if the principal amount to be paid at the stated maturity of the debt securities is not determinable as of one or more dates prior to the stated maturity, the amount which will be deemed to be the principal amount as of any such date for any purpose, including the principal amount which will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any such date, or, in any such case, the manner in which the deemed principal amount is to be determined;
•  to whom interest on any debt security shall be payable, if other than the person in whose name the security is registered on the record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security will be paid if other than the manner provided in the applicable indenture;
•  any variation of the defeasance and covenant defeasance sections of the relevant indenture and the manner in which our election to defease the debt securities will be evidenced, if other than by a board resolution;
•  whether any of the debt securities will initially be issued in the form of a temporary global security and the provisions for exchanging a temporary global security for definitive debt securities;
•  whether any of the debt securities will be issued in the form of one or more global securities and, if so:
•  the depositary for the global securities;
•  the form of any additional legends to be borne by the global securities;
•  the circumstances under which the global securities may be exchanged, in whole or in part, for individual debt security certificates; and
•  whether and under what circumstances a transfer of the global securities may be registered in the names of persons other than the depositary for the global securities or its nominee;
•  whether the interest rate of the debt securities may be reset;
•  whether the stated maturity of the debt securities may be extended;
•  any additions to or changes in the events of default for the debt securities and any change in the right of the trustee or the holders of the debt securities to declare the principal amount of the debt securities due and payable;
•  any additions to or changes in the covenants and definitions in the relevant indenture, including any restrictions on our ability to incur debt, redeem our stock, grant liens, merge or sell our assets;
•  any additions or changes to the relevant indenture necessary to issue the debt securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons;
•  the appointment of any paying agents, authenticating agents, transfer agents, registrars or other agents for the debt securities, if other than the trustee;
•  the terms, if any, upon which holders may convert or exchange debt securities into or for our common stock, preferred stock or other securities or property;

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•  the terms and conditions, if any regarding any mandatory conversion or exchange of debt securities;
•  the period(s), if any, within which the price or prices at which and the other terms and conditions upon which such debt securities may, pursuant to any optional or mandatory redemption provisions, be redeemed, in whole or in part, at our option;
•  our obligation, if any, to redeem, repay or repurchase such debt securities pursuant to any sinking fund or other analogous provision, or at the option of the holder thereof, and the period or periods within which, the price or prices at which and the other terms and conditions upon which such debt securities will be redeemed, repaid or repurchased, in whole or in part, pursuant to such obligations;
•  the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination, security and release of the guarantees), if any;
•  the terms and conditions, if any, securing the debt securities;
•  any applicable subordination provisions for any subordinated debt securities in addition to or in lieu of those described in this prospectus;
•  any restriction or condition on the transferability of the debt securities;
•  provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events;
•  any restrictions on our subsidiaries; and
•  any other terms of the debt securities, including terms in lieu of those described in this prospectus.

We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securities under the applicable indenture. In addition, we will describe in a prospectus supplement, material U.S. federal income tax considerations and any other special considerations for any debt securities we sell which are denominated in a currency or currency unit other than U.S. dollars. Unless we inform you otherwise in a prospectus supplement, the debt securities will not be listed on any securities exchange.

Guarantees

We, or one or more of our direct or indirect subsidiaries, or any combination of them, may, severally or jointly and severally, guarantee any or all of the series of debt securities. Guarantees may be full or limited, senior or subordinated, secured or unsecured, or any combination thereof. In all cases, however, the obligations of each guarantor under its guarantee will be limited as necessary to prevent the guarantee from being rendered voidable under fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of creditors generally. We will describe the specific terms of any guarantees in a prospectus supplement. These terms will include some or all of the terms detailed in this section.

All guarantees will bind the successors of the guarantors and will inure to the benefit of holders of the debt securities guaranteed. The guarantees will terminate upon the first to occur of:

•  full payment of the principal, interest and premium, if any, of all debt securities guaranteed;
•  other discharge of all debt securities guaranteed; or
•  such other events described in a prospectus supplement.

Guarantees may be reinstated or described in the applicable prospectus supplement. The guarantee of a subsidiary will be released:

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•  upon the sale or other disposition (including by way of consolidation or merger) of the subsidiary;
•  upon the sale or disposition of all or substantially all of the assets of the subsidiary; or
•  upon the happening of other events described in the applicable prospectus supplement;

in each case other than a sale or disposition to us or one of our affiliates. The guarantee of a subsidiary will also be released upon:

•  the merger or consolidation of the subsidiary with or into, or the dissolution and liquidation of the subsidiary into, a subsidiary that is or becomes a guarantor of, or another person that guarantees, the debt securities guaranteed; or
•  the designation of the subsidiary as an unrestricted subsidiary.

Except as set forth in any applicable prospectus supplement, the guarantee will constitute a guarantee of payment and not of collection. Accordingly, the trustee or, in some circumstances the holders of the debt securities guaranteed, may institute a legal proceeding directly against the guarantor to enforce rights under the guarantee without first instituting a legal proceeding against the issuer of the debt security guaranteed or any other person or to realize upon any security for the debt securities guaranteed.

Structural Subordination

Rite Aid is a holding company that conducts substantially all of its operations through its subsidiaries. Its only significant assets are the capital stock of its subsidiaries and its subsidiaries generate substantially all of its operating income and cash flow. As a result, dividends or advances from its subsidiaries are the principal source of funds necessary to meet its debt service obligations. Contractual provisions or laws, as well as its subsidiaries' financial condition and operating requirements, may limit Rite Aid's ability to obtain cash from its subsidiaries that it may require to pay its debt service obligations, including payments on the debt securities. In addition, holders of debt securities will be effectively subordinated to all of the liabilities of Rite Aid's subsidiaries with regard to the assets and earnings of Rite Aid's subsidiaries.

Form, Exchange and Transfer of the Debt Securities

Unless we inform you otherwise in a prospectus supplement, we will issue the debt securities in registered form, without coupons, in denominations of integral multiples of $1,000.

Holders will generally be able to exchange debt securities for other debt securities of the same series with the same total principal amount and the same terms but in different authorized denominations.

Holders may present debt securities for exchange or for registration of transfer at the office of the security registrar or at the office of any transfer agent we designate for that purpose. The security registrar or designated transfer agent will exchange or transfer the debt securities if it is satisfied with the documents of title and identity of the person making the request. We will not charge a service charge for any exchange or registration of transfer of debt securities. However, we may require payment of a sum sufficient to cover any tax or other governmental charge payable for the registration of transfer or exchange. Unless we inform you otherwise in a prospectus supplement, we will appoint the trustee as security registrar. We will identify any transfer agent in addition to the security registrar in a prospectus supplement. At any time, we may:

•  designate additional transfer agents;
•  rescind the designation of any transfer agent; or
•  approve a change in the office of any transfer agent.

However, we are required to maintain a transfer agent in each place of payment for the debt securities at all times.

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In the event we elect to redeem a series of debt securities, neither we nor the applicable trustee will be required to register the transfer or exchange of any debt security of that series:

•  during the period beginning at the opening of business 15 days before the day we mail the notice of redemption for the series and ending at the close of business on the day the notice is mailed; or
•  if we have selected the series for redemption, in whole or in part, except for any unredeemed portion of the series

Global Securities

Unless we inform you otherwise in a prospectus supplement, some or all of the debt securities of any series may be represented, in whole or in part, by one or more registered global securities. The global securities will have a total principal amount equal to the debt securities they represent. Unless we inform you otherwise in a prospectus supplement, each global security representing debt securities will be deposited with, or on behalf of, The Depository Trust Company, referred to as DTC, or any other successor depositary we may appoint. In such case, each holder's beneficial interest in global securities will be shown on the records of DTC and transfers and beneficial interests will only be effected through DTC's records. We refer to DTC or any other depositary in this prospectus as the depositary. Each global security will be registered in the name of the depositary or its nominee. Each global security will bear a legend referring to the restrictions on exchange and registration of transfer of global securities that we describe below and any other matters required by the relevant indenture. Unless we inform you otherwise in a prospectus supplement, we will not initially issue debt securities in definitive form.

Global securities may not be exchanged, in whole or in part, for definitive debt securities, and no transfer of a global security, in whole or in part, may be registered in the name of any person other than the depositary for the global security or any nominee of the depositary unless:

•  the depositary has notified us that it is unwilling or unable to continue as depositary for the global security or has ceased to be qualified to act as depositary as required by the applicable indenture unless we have approved a successor depositary within 90 days;
•  we determine in our sole discretion that the global security will be so exchangeable or transferable; or
•  any other circumstances in addition to or in lieu of those described above that we may describe in a prospectus supplement have occurred.

All debt securities issued in exchange for a global security or any portion of a global security will be registered in the names directed by the depositary.

Any additional terms of the depositary agreement with respect to any series of debt securities and the rights of and limitations on owners of beneficial interests in a global security representing a series of debt securities may be described in a related prospectus supplement.

Payment and Paying Agents

Unless we inform you otherwise in a prospectus supplement, we will pay interest on the debt securities to the persons in whose names the debt securities are registered at the close of business on the regular record date for each interest payment. However, unless we inform you otherwise in a prospectus supplement, we will pay the interest payable on the debt securities at their stated maturity to the persons to whom we pay the principal amount of the debt securities. The initial payment of interest on any series of debt securities issued between a regular record date and the related interest payment date will be payable in the manner provided by the terms of the series, which we will describe in a prospectus supplement.

Unless we inform you otherwise in a prospectus supplement, we will pay principal, premium, if any, and interest on the debt securities at the offices of the paying agents we designate. However, except in the case of a global security, we may pay interest by:

14



•  check mailed to the address of the person entitled to the payment as it appears in the security register; or
•  wire transfer in immediately available funds to the place and account designated in writing by the person entitled to the payment as specified in the security register.

We will designate the trustee under the applicable indenture as the sole paying agent for the debt securities unless we inform you otherwise in a prospectus supplement. If we initially designate any other paying agents for a series of debt securities, we will identify them in a prospectus supplement. At any time, we may designate additional paying agents or rescind the designation of any paying agents. However, we are required to maintain a paying agent in each place of payment for the debt securities at all times.

Any money deposited with the applicable trustee or any paying agent for the payment of principal, premium, if any, and interest on the debt securities that remains unclaimed for two years after the date the payments became due, may be repaid to us upon our request. After we have been repaid, holders entitled to those payments may only look to us for payment as our unsecured general creditors. The trustees and any paying agents will not be liable for those payments after we have been repaid.

Restrictive Covenants

We will describe any restrictive covenants, including restrictions on any subsidiary (whether or not such subsidiary guarantees the debt securities), for any series of debt securities in a prospectus supplement.

Consolidation, Merger and Sale of Assets

Unless we inform you otherwise in a prospectus supplement, Rite Aid may not consolidate with or merge into, or sell, assign, convey, transfer or lease all or substantially all of its properties and assets to any person, other than a direct or indirect wholly owned subsidiary, referred to as a "successor person," unless:

•  we are the surviving corporation or the successor person is a corporation, partnership, trust or other entity organized and validly existing under the laws of any domestic jurisdiction;
•  the successor person assumes Rite Aid's obligations with respect to the debt securities and the relevant indenture;
•  immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, would occur and be continuing; and
•  we have delivered to the applicable trustee any certificate and opinion required under the relevant indenture.

As used in the indentures, the term "corporation" means a corporation, association, company, limited liability company, joint-stock company or business trust.

We will describe any restrictions on the ability of subsidiary guarantors to merge or engage in other extraordinary corporate events in a prospectus supplement.

Events of Default

Unless the context clearly indicates otherwise, we use the terms "indenture" and "trustee" in this subsection to mean the relevant indenture and trustee with respect to any series of debt securities we may offer.

Unless we inform you otherwise in a prospectus supplement, each of the following will be an event of default under the indenture for a series of debt securities:

•  our failure to pay any interest on that series for 30 days after the interest becomes due and payable;

15



•  our failure to pay principal or premium, if any, on that series when due, regardless of whether such payment becomes due because of maturity, redemption, acceleration or otherwise, or is required by any sinking fund established with respect to such series;
•  our failure to perform, or our breach in any material respect of, any other covenant or warranty in the indenture, other than a covenant or warranty included in the indenture solely for the benefit of another series of debt securities issued under the indenture, for 90 days after either the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities have given us written notice of the breach in the manner required by the indenture;
•  certain events involving bankruptcy, insolvency or reorganization; and
•  any other event of default we may provide for that series.

If an event of default described in the first, second, third or fifth bullet points above occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of a series may declare the principal amount of the debt securities due and immediately payable. In order to declare the principal amount of the debt securities due and immediately payable, the trustee or the holders must deliver a notice that satisfies the requirements of the indenture. Upon a declaration by the trustee or the holders, we will be obligated to pay the principal amount of the debt securities.

If an event of default described in the fourth bullet point above occurs, then the principal amount of the debt securities shall be immediately due and payable without any declaration or any other action on the part of the trustee or any holder.

An event of default will be deemed waived at any time after a declaration of acceleration but before a judgment for payment of the money due has been obtained if:

•  we have paid or deposited with the trustee all overdue interest, the principal and any premium due otherwise than by the declaration of acceleration and any interest on such amounts, and any interest on overdue interest, to the extent legally permitted, and all amounts due to the trustee, and
•  all events of default, other than the nonpayment of the principal which became due solely by virtue of the declaration of acceleration, have been cured or waived.

The trustee is under no obligation to exercise any of its rights or powers at the request or direction of any holders of debt securities unless those holders have offered the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which it might incur as a result. The holders of a majority of the outstanding debt securities have, with certain exceptions, the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or the exercise of any trust or power of the trustee with respect to the debt securities.

The holder of any debt security will have an absolute and unconditional right to receive payment of the principal, any premium and, within certain limitations, any interest on that debt security on its maturity date or redemption date and to institute suit to enforce those payments.

We are required to furnish each year to the trustee an officers' certificate to the effect that we are not in default under the indenture or, if there has been a default, specifying the default and its status.

Modification and Waiver

Unless the context clearly indicates otherwise, we use the terms "indenture" and "trustee" in this subsection to mean the relevant indenture and the applicable trustee with respect to any series of debt securities we may offer.

We may enter into one or more supplemental indentures with the trustee without the consent of the holders of the debt securities in order to:

•  evidence the succession of another person to us, or successive successions and the assumption of our covenants, agreements and obligations by a successor;

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•  add to the covenants for the benefit of the holders or to surrender any of our rights or powers;
•  add events of default for any series of debt securities;
•  add or change any provisions of the indenture to the extent necessary to issue debt securities in bearer form;
•  add to, change or eliminate any provision of the indenture applying to one or more series of debt securities, provided that if such action adversely affects the interests of any holders of debt securities of any series, the addition, change or elimination will become effective with respect to that series only when no security of that series remains outstanding;
•  convey, transfer, assign, mortgage or pledge any property to or with the trustee or to surrender any right or power conferred upon us by the indenture;
•  establish the form or terms of any series of debt securities;
•  provide for uncertificated securities in addition to certificated securities;
•  evidence and provide for successor trustees or to add or change any provisions to the extent necessary to appoint a separate trustee or trustees for a specific series of debt securities;
•  correct any ambiguity, defect or inconsistency under the indenture, provided that such action does not adversely affect the interests of the holders of debt securities of any series in any material respect;
•  supplement any provisions of the applicable indenture necessary to defease and discharge any series of debt securities, provided that such action does not adversely affect the interests of the holders of any series of debt securities in any material respect;
•  comply with the rules or regulations of any securities exchange or automated quotation system on which any debt securities are listed or traded; or
•  add, change or eliminate any provisions of the indenture in accordance with any amendments to the Trust Indenture Act of 1939, provided that the action does not adversely affect the rights or interests of any holder of debt securities.

We may enter into one or more supplemental indentures with the trustee in order to add to, change or eliminate provisions of the indenture or to modify the rights of the holders of one or more series of debt securities if we obtain the consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected by the supplemental indenture, treated as one class. However, without the consent of the holders of each outstanding debt security affected by the supplemental indenture, we may not enter into a supplemental indenture that:

•  changes the stated maturity of the principal of, or any installment of principal of or interest on, any debt security, except to the extent permitted by the applicable indenture;
•  reduces the principal amount of, or any premium or interest on, any debt security;
•  reduces the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity thereof;
•  changes the currency of payment of principal, premium, if any, or interest;
•  impairs the right to institute suit for the enforcement of any payment on any debt security;
•  reduces the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the applicable indenture;
•  reduces the percentage in principal amount of outstanding debt securities of any series necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults;

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•  makes any change that adversely affects the right to convert or exchange any debt security or decreases the conversion or exchange rate or increases the conversion price of any convertible or exchangeable debt security; or
•  changes the terms and conditions pursuant to which any series of debt securities are secured in a manner adverse to the holders of that series of debt securities.

We may not amend the subordinated indenture to change the subordination of any outstanding subordinated debt securities without the consent of each holder of senior debt that the amendment would adversely affect.

Holders of a majority in principal amount of the outstanding debt securities of any series may waive past defaults or compliance with restrictive provisions of the applicable indenture.

However, the consent of holders of each outstanding debt security of a series is required to:

•  waive any default in the payment of principal, premium, if any, or interest; or
•  waive any covenants and provisions of the indenture that may not be amended without the consent of the holder of each outstanding debt security of the series affected.

In order to determine whether the holders of the requisite principal amount of the outstanding debt securities have taken an action under the indenture as of a specified date:

•  the principal amount of an original issue discount security that will be deemed to be outstanding will be the amount of the principal that would be due and payable as of such date upon acceleration of the maturity to such date;
•  if, as of such date, the principal amount payable at the stated maturity of a debt security is not determinable, for example, because it is based on an index, the principal amount of such debt security deemed to be outstanding as of such date will be an amount determined in the manner prescribed for such debt security;
•  the principal amount of a debt security denominated in one or more foreign currencies or currency units that will be deemed to be outstanding will be the U.S. dollar equivalent, determined as of such date in the manner prescribed for such debt security, of the principal amount of such debt security or, in the case of a debt security described in the two preceding bullet points, of the amount described above; and
•  debt securities owned by us or any other obligor upon the debt securities or any of their affiliates will be disregarded and deemed not to be outstanding.

Some debt securities, including those for which payment or redemption money has been deposited or set aside in trust for the holders and those that have been fully defeased, will not be deemed to be outstanding.

We will generally be entitled to set any day as a record date for determining the holders of outstanding debt securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders of a particular series, the action may be taken only by persons who are holders of outstanding debt securities of that series on the record date. To be effective, the action must be taken by holders of the requisite principal amount of the debt securities within a specified period following the record date. For any particular record date, this period will be 180 days or such shorter period as we may specify, or the trustee may specify, if it set the record date.

Subordination Under the Subordinated Indenture

We have defined some of the terms we use in this subsection at the end of this subsection. The subordinated debt securities issued under the subordinated indenture will:

•  be general unsecured obligations;

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•  be subordinate and rank junior in right of payment to all of our senior debt to the extent provided in the subordinated indenture or in any supplemental indenture;
•  rank equally in right of payment with all of our other subordinated indebtedness unless otherwise provided in a supplemental indenture; and
•  with respect to the assets and earnings of our subsidiaries, effectively rank below all of the liabilities of our subsidiaries.

This means we will not make any payment of principal, premium, if any, interest, or any other amounts, if any, on the subordinated debt securities if:

•  we have defaulted in the payment of principal, premium, if any, interest or any other amounts due on any of our senior debt beyond any applicable grace period; or
•  the maturity of any of our senior debt has been accelerated because of a default,

until such default is cured, waived in writing or ceases to exist or such senior debt is discharged or paid in full. If the maturity of one or more series of our subordinated debt securities is accelerated, then we will not make any payment of principal, premium, if any, interest or any other amounts, if any, on the subordinated debt securities until the holders of all of our senior debt outstanding at the time of acceleration receive payment in full of the senior debt (including any amounts due upon acceleration, if applicable).

If our assets are distributed to our creditors upon our dissolution, winding-up, receivership, reorganization, assignment for the benefit of creditors, marshaling of assets and liabilities or bankruptcy, insolvency or similar proceedings, all amounts due or to become due on all of our senior debt must be paid in full before we may make any payments on our subordinated debt securities.

Under the subordinated indenture, the term "senior debt" means the principal, premium, if any, interest, or other amounts due, if any, in connection with all of our debt (unless otherwise provided in a supplemental indenture), whether created, incurred or assumed before, on or after the date of the subordinated indenture. However, senior debt does not include:

•  our debt to any of our subsidiaries;
•  any series of subordinated debt securities issued under the subordinated indenture, unless otherwise specified by the terms of any such series;
•  any of our other debt which by the terms of the instrument creating or evidencing it is specifically designated as being subordinated to or pari passu with the subordinated debt securities; and
•  any trade payables.

Under the subordinated indenture, the term "debt" means, with respect to any person at any date of determination, without duplication:

•  all indebtedness for borrowed money;
•  all obligations evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;
•  all obligations under letters of credit or bankers' acceptances or other similar instruments, or related reimbursement obligations, issued on the account of such person;
•  all obligations to pay the deferred purchase price of property or services, except trade payables;
•  all obligations as lessee under capitalized leases;
•  all debt of others secured by a lien on any asset of such person, whether or not the debt is assumed by the person, provided that, for purposes of determining the amount of any debt of the type described in this bullet point, if recourse with respect to the debt is limited to the asset, the amount of the debt will be limited to the lesser of the fair market value of the asset or the amount of the debt;

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•  all debt of others guaranteed by such person to the extent the debt is guaranteed by such person; and
•  to the extent not otherwise included in this definition, all obligations for claims in respect of derivative products, including interest rate, options, swaps, collars and similar arrangements.

Under the subordinated indenture, the term "trade payables" means, with respect to any person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such person or any of its subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

The subordinated indenture does not limit our ability to incur additional indebtedness, including indebtedness that ranks senior in priority of payment to the subordinated debt securities.

A prospectus supplement relating to each series of subordinated debt securities will describe any subordination provisions applicable to such series in addition to or different from those described above.

By reason of the subordination of the subordinated debt securities, in the event we become insolvent, holders of our senior debt and holders of our other obligations that are not subordinated to our senior debt may receive more, ratably, than holders of the subordinated debt securities. However, this subordination will not prevent the occurrence of an event of default or limit the right of acceleration in respect of the subordinated debt securities.

Defeasance and Covenant Defeasance

Unless the context clearly indicates otherwise, we use the terms "indenture" and "trustee" in this subsection to mean the relevant indenture and the applicable trustee with respect to any series of debt securities we may offer.

Unless we inform you otherwise in a prospectus supplement, the provisions of the indenture relating to defeasance and discharge of indebtedness, or defeasance of restrictive covenants, will apply to the debt securities of any series.

Defeasance and Discharge .    We will be discharged from all of our obligations with respect to the debt securities, except for certain obligations to exchange or register the transfer of debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying agencies and to hold money for payment in trust, upon the deposit in trust for the benefit of the holders of such debt securities of money or U.S. government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal, premium, if any, and interest on the debt securities on the respective stated maturities of the debt securities in accordance with the terms of the applicable indenture and the debt securities. Such defeasance or discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel to the effect that holders of the debt securities will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge were not to occur. Such opinion must be based on a ruling of the U.S. Internal Revenue Service or a change in U.S. federal income tax law occurring after the date hereof, because this result would not occur under current U.S. federal income tax law.

Defeasance of Certain Covenants .    We may, at our option, elect to have our obligations released with respect to certain covenants, including those described under "—Consolidation, Merger and Sale of Assets" that are described in a prospectus supplement. If we do so, our failure to comply with those covenants will not constitute a default or an event of default with respect to the applicable series of notes. In the event covenant defeasance occurs, certain events of default, as described in the applicable prospectus supplement, will not apply to the applicable series of notes. In order to exercise such covenant defeasance option, will be required to deposit, in trust for the benefit of the holders of the debt securities, money or U.S. government obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient to pay the principal, premium, if any, and interest on the debt securities on the

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respective stated maturities in accordance with the terms of the indenture and the debt securities. We will also be required, among other things, to deliver to the trustee an opinion of counsel to the effect that holders of the debt securities will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. In the event we exercise this option with respect to any debt securities and the debt securities were declared due and payable because of the occurrence of any event of default, the amount of money and U.S. government obligations so deposited in trust would be sufficient to pay amounts due on the debt securities at the time of their respective stated maturities, but might not be sufficient to pay amounts due on such debt securities upon any acceleration resulting from the event of default. In such case, we would remain liable for those payments.

We may exercise our defeasance option with respect to such debt securities notwithstanding our prior exercise of our covenant defeasance option.

Notices

Holders of our debt securities will receive notices by mail at their addresses as they appear in the security register.

Title

We may treat the person in whose name a debt security is registered on the applicable record date as the owner of the debt security for all purposes, whether or not it is overdue.

Governing Law

New York law will govern the indentures and the debt securities, without regard to its conflicts of law principles.

Regarding the Trustee

The trustee under the indentures will be BNY Midwest Trust Company.

Conversion or Exchange Rights

A prospectus supplement will describe the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common stock, preferred stock or other securities. These terms will also include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. Such provisions will also include the conversion or exchange price (or manner of calculation), the conversion or exchange period, the events requiring an adjustment of the conversion or exchange price, and provisions affecting conversion or exchange in the event of the redemption of such series of debt securities.

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value of $1.00 per share, and 20,000,000 shares of preferred stock, par value of $1.00 per share. As of December 16, 2004, there were 520,602,938 shares of common stock issued and outstanding and 4,522,437 shares of Series D Cumulative Pay-in-Kind Preferred Stock (the "Series D Preferred Stock") issued and outstanding.

Common Stock

The holders of our common stock are entitled to receive ratably, from funds legally available for the payment thereof, dividends when and as declared by resolution of our board of directors, subject to any preferential dividend rights granted to the holders of any outstanding preferred stock. In the event of our liquidation or dissolution, holders of our common stock are entitled to share equally in all assets remaining after payment of liabilities and the liquidation preference of any outstanding series of preferred stock. Each holder of our common stock is entitled to one vote for each share held on record on all matters submitted to a vote of our security holders. Except as otherwise provided by law, the holders of our common stock vote as one class. The shares of our common stock do not have cumulative voting rights. As a result, subject to the voting rights of the holders of any shares of our preferred stock, including the voting rights of the Series D Preferred Stock, which may at the time be outstanding, the holders of our common stock entitled to exercise more than 50% of the voting rights in an election of directors can elect 100% of the directors to be elected in a particular year if they choose to do so. In such event, the holders of the remaining common stock voting for the election of directors will not be able to elect any persons to our board of directors. Holders of our common stock do not have preemptive, subscription, redemption or conversion rights. The outstanding shares of our common stock are, and any shares of common stock that we sell in any offering will be, duly authorized, validly issued, fully paid and nonassessable, which means that its holders will have paid their purchase price in full and we may not require them to pay additional funds.

Preferred Stock

Our board of directors have the authority, without further action by our shareholders, to issue shares of our preferred stock in one or more series and may determine, with respect to any such series, the powers, preferences and rights of such series, and its qualifications, limitations and restrictions, including, without limitation:

•  the number of shares to constitute such series and the designations thereof;
•  the voting power, if any, of holders of shares of such series and, if voting power is limited, the circumstances under which such holders may be entitled to vote;
•  the rate of dividends, if any, and the extent of further participation in dividend distributions, if any, whether dividends shall be cumulative or non-cumulative, and whether the dividends are payable in cash, securities, other property or a combination of the foregoing;
•  whether or not such series shall be redeemable, and, if so, the terms and conditions upon which shares of such series shall be redeemable;
•  the extent, if any, to which such series shall have the benefit of any sinking fund provision for the redemption or purchase of shares;
•  the rights, if any, of such series, in the event of our dissolution, liquidation, winding up of our affairs or upon any distribution of our assets; and
•  whether or not the shares of such series shall be convertible (including any mandatory conversion provisions), and, if so, the terms and conditions upon which shares of such series shall be convertible.

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You should refer to the prospectus supplement relating to the series of preferred stock being offered for the specific terms of that series, including:

•  the title of the series and the number of shares in the series;
•  the price at which the preferred stock will be offered;
•  the dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends on the preferred stock being offered will cumulate, whether the dividends are payable in cash, securities, other property or a combination of the foregoing;
•  the voting rights, if any, of the holders of shares of the preferred stock being offered;
•  the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred stock being offered;
•  the liquidation preference per share;
•  the terms and conditions, if applicable, upon which the preferred stock being offered will be convertible into our common stock (including any mandatory conversion provisions), or other securities, including the conversion price, or the manner of calculating the conversion price, and the conversion period;
•  the terms and conditions, if applicable, upon which the preferred stock being offered will be exchangeable for debt securities, including the exchange price, or the manner of calculating the exchange price, and the exchange period;
•  any listing of the preferred stock being offered on any securities exchange;
•  a discussion of any material U.S. federal income tax considerations applicable to the preferred stock being offered;
•  the relative ranking and preferences of the preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs;
•  any limitations on the issuance of any class or series of preferred stock ranking senior or equal to the series of preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or the winding up of our affairs;
•  any limitations on our ability to take certain actions without the consent of a specified number of holders of preferred stock; and
•  any additional rights, preferences, qualifications, limitations and restrictions of the series.

Upon issuance, the shares of preferred stock will be fully paid and nonassessable. Holders of preferred stock will not have any preemptive rights.

Preferred Stock Dividend Rights

Holders of preferred stock will be entitled to receive, when, as and if declared by our board of directors, dividends in additional shares of preferred stock (whether or not of the same class), shares of common stock, or cash dividends, or a combination of the foregoing, at the rates and on the dates set forth in the prospectus supplement. Dividend rates may be fixed or variable or both. Different series of preferred stock may be entitled to dividends at different dividend rates or based upon different methods of determination. Each dividend will be payable to the holders of record as they appear on our stock books on record dates determined by our board of directors. Dividends on preferred stock may be cumulative or non-cumulative, as specified in the prospectus supplement. If our board of directors fails to declare a dividend on any preferred stock for which dividends are non-cumulative, then the right to receive that dividend will be lost, and we will have no obligation to pay the dividend for that dividend period, whether or not dividends are declared for any future dividend period.

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Unless otherwise set forth in the related prospectus supplement, no full dividends will be declared or paid on any preferred stock unless full dividends for the dividend period commencing after the immediately preceding dividend payment date and any cumulative dividends still owing have been or contemporaneously are declared and paid on all other series of preferred stock which have the same rank as, or rank senior to, that series of preferred stock. When those dividends are not paid in full, dividends will be declared pro rata, so that the amount of dividends declared per share on that series of preferred stock and on each other series of preferred stock having the same rank as that series of preferred stock will bear the same ratio to each other that accrued dividends per share on that series of preferred stock and the other series of preferred stock bear to each other. In addition, generally, unless full dividends including any cumulative dividends still owing on all outstanding shares of any series of preferred stock have been paid, no dividends will be declared or paid on the common stock and generally we may not redeem or purchase any common stock. No interest will be paid in connection with any dividend payment or payments which may be in arrears.

Unless otherwise set forth in the related prospectus supplement, the dividends payable for each dividend period will be computed by annualizing the applicable dividend rate and dividing by the number of dividend periods in a year, except that the amount of dividends payable for the initial dividend period or any period shorter than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and, for any period less than a full month, the actual number of days elapsed in the period.

Preferred Stock Rights Upon Liquidation

If we liquidate, dissolve or wind up our affairs, either voluntarily or involuntarily, the holders of each series of preferred stock will be entitled to receive liquidating distributions in the amount set forth in the prospectus supplement relating to the series of preferred stock. If the amounts payable with respect to preferred stock of any series and any stock having the same rank as that series of preferred stock are not paid in full, the holders of the preferred stock will share ratably in any such distribution of assets in proportion to the full respective preferential amounts to which they are entitled. After the holders of each series of preferred stock having the same rank are paid in full, they will have no right or claim to any of our remaining assets. Neither the sale of all or substantially all of our property or business nor a merger or consolidation by us with any other corporation will be considered a dissolution, liquidation or winding up by us of our business or affairs.

Preferred Stock Redemption

Any series of preferred stock may be redeemable in whole or in part at our option, as set forth in the related prospectus supplement. In addition, any series of preferred stock may be subject to mandatory redemption pursuant to a sinking fund. The redemption provisions that may apply to a series of preferred stock, including the redemption dates and the redemption prices for that series, will be set forth in the related prospectus supplement.

If a series of preferred stock is subject to redemption, the related prospectus supplement will specify the year we can begin to redeem shares of the preferred stock, the number of shares of the preferred stock we can redeem each year, and the redemption price per share. We may pay the redemption price in cash, stock or other securities of us or of third parties, as specified in the related prospectus supplement. If the redemption price is to be paid only from the proceeds of the sale of our capital stock, the terms of the series of preferred stock may also provide that if no capital stock is sold or if the amount of cash received is insufficient to pay in full the redemption price then due, the series of preferred stock will automatically be converted into shares of the applicable capital stock pursuant to conversion provisions specified in the related prospectus supplement.

If fewer than all the outstanding shares of any series of preferred stock are to be redeemed, whether by mandatory or optional redemption, our board of directors will determine the method for selecting the shares to be redeemed, which may be by lot or pro rata or by any other method determined to be equitable. From and after the redemption date, dividends will cease to accrue on the shares of preferred stock called for redemption and all rights of the holders of those shares other than the right to receive the redemption price will cease.

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Preferred Stock Conversion Rights

The prospectus supplement will state any conversion rights, including any mandatory conversion rights, under which shares of preferred stock are convertible into shares of common stock or another series of preferred stock or other securities or property.

Preferred Stock Voting Rights

The prospectus supplement will set forth any voting rights of that series of preferred stock. Unless otherwise indicated in the prospectus supplement, if we issue full shares of any series of preferred stock, each share will be entitled to one vote on matters on which holders of that series of preferred stock are entitled to vote. Because each full share of any series of preferred stock will be entitled to one vote, the voting power of that series will depend on the number of shares in that series, and not on the aggregate liquidation preference or initial offering price of the shares of that series of preferred stock. Unless otherwise indicated in a prospectus supplement, holders of our preferred stock do not vote on matters submitted for a vote of our common stockholders.

Permanent Global Preferred Securities

A series of preferred stock may be issued in whole or in part in the form of one or more global securities that will be deposited with a depositary or its nominee identified in the related prospectus supplement. For most series of preferred stock, the depositary will be DTC. A global security may not be transferred except as a whole to the depositary, a nominee of the depositary or their successors unless it is exchanged in whole or in part for preferred stock in individually certificated form. Any additional terms of the depositary arrangement with respect to any series of preferred stock and the rights of and limitations on owners of beneficial interests in a global security representing a series of preferred stock may be described in the related prospectus supplement.

Series D Cumulative Convertible Pay-in-Kind Preferred Stock

As of December 16, 2004, there were 4,522,437 shares of Series D Preferred Stock issued and outstanding. We have authorized 6,000,000 shares of Series D Preferred Stock. As of such date, the outstanding shares of Series D Preferred Stock were convertible into 82,226,121 shares of our common stock. The outstanding shares of Series D Preferred Stock are duly authorized, validly issued, fully paid and nonassessable.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of us, holders of Series D Preferred Stock shall be entitled to receive out of our assets legally available for distribution to security holders, before any distribution of assets is made to holders of common stock or any other class or series of capital stock ranking junior to Series D Preferred Stock, a liquidation preference of $100, subject to certain adjustments, plus all accrued and unpaid dividends thereon. If, upon any voluntary or involuntary liquidation, dissolution or winding up of us, the amounts payable to holders of Series D Preferred Stock and any other shares of preferred stock ranking as to such distribution on a parity with the Series D Preferred Stock are not paid in full, the holders of Series D Preferred Stock and of such other shares of preferred stock will share ratably in any such distribution of our assets in proportion to the full respective preferential amounts to which they are entitled.

Each holder of Series D Preferred Stock is entitled to vote with holders of common stock and each holder of Series D Preferred Stock is entitled to one vote for each share of common stock issuable upon conversion of such holder's Series D Preferred Stock. The holders of Series D Preferred Stock are entitled to vote separately as a class to elect two directors to our board of directors. Each share of Series D Preferred Stock is convertible into the number of shares of our common stock equal to the liquidation preference ($100.00) divided by the conversion price, which is $5.50 per share, subject to certain antidilution adjustments. Without the prior consent of the holders of a majority of the Series D Preferred Stock, we may not authorize, create or issue any securities that are senior to the Series D Preferred Stock, or take certain other actions that would adversely affect the rights, privileges and preferences of the Series D Preferred Stock.

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Each holder of Series D Preferred Stock is entitled to receive cumulative preferential dividends at the rate of 8.0% on the liquidation preference, payable quarterly in arrears. Dividends shall be paid, at our option, either in cash, additional shares of Series D Preferred Stock, or a combination thereof. From time to time, on or after October 25, 2004, we may redeem shares of Series D Preferred Stock at 105% of the liquidation preference plus any unpaid partial dividends to the applicable redemption date. Holders of Series D Preferred Stock have no preemptive rights to subscribe for any additional securities we may issue. We have granted the holders of Series D Preferred Stock certain registration rights with respect to the Series D Preferred Stock and the common stock into which the Series D Preferred Stock may be converted.

Anti-Takeover Effects of Delaware Laws and Our Charter and Bylaw Provisions

Some provisions of Delaware law and our certificate of incorporation and bylaws could make the following more difficult:

•  acquisition of us by means of a tender offer;
•  acquisition of control of us by means of a proxy contest or otherwise; or
•  removal of our incumbent officers and directors.

These provisions are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms.

Charter and By-Law Provisions

The Rite Aid certificate of incorporation specifies that our board of directors shall be divided into three classes, as nearly equal in number as possible, and shall consist of not less than three nor more than 15 directors elected for three-year staggered terms. The term of one class of directors expires at each annual meeting of security holders. Our bylaws provide that the number of directors on our board may be fixed by our board only. The number of directors may be increased or decreased by our board only. In the interim period between annual meetings of security holders or of special meetings of security holders, vacancies and newly created directorships may be filled by our board. Any directors so elected will hold office until the next election of the class to which such directors have been elected. Our certificate of incorporation requires that any mergers, consolidations, asset dispositions and other transactions involving a beneficial owner of more than 10% of the voting power of the then-outstanding classes of stock entitled to vote in the election of directors be approved, unless certain conditions are satisfied, by the affirmative vote of the holders of shares representing not less than 75% of the outstanding shares of stock entitled to vote. These special voting requirements do not apply if the transaction is approved by a majority of the Continuing Directors (as defined below) or the consideration offered to our security holders meets specified fair price standards (including related procedural requirements as to the form of consideration and continued payment of dividends). "Continuing Director" as defined in our certificate of incorporation means a member of our board who was not affiliated with a Related Person (as defined below) and was a member of our board prior to the time that the Related Person acquired the last shares of common stock entitling such Related Person to exercise, in the aggregate, in excess of 10% of the total voting power of all classes of voting stock, or any individual, corporation, partnership, person or other entity ("Person") recommended to succeed a Continuing Director by a majority of Continuing Directors. "Related Person," as defined in our certificate of incorporation, means any Person or affiliate or associate of such Person, who has beneficial ownership directly or indirectly of shares of stock of Rite Aid entitling such Person to exercise more than 10% of the total voting power of all classes of voting stock. Under our certificate of incorporation and bylaws, security holders may consent to any action required or permitted to be

26



taken at any meeting of security holders without prior notice or a vote if a written consent or consents, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote thereon were present and voted.

Other Limitations on Stockholder Actions

Our certificate of incorporation also provides that no director shall be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by law, as in effect from time to time. Currently, Delaware law requires that liability be imposed for the following:

•  any breach of the director's duty of loyalty to our company or our stockholders;
•  any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
•  unlawful payments of dividends or unlawful stock repurchases or redemptions; and
•  any transaction from which the director derived an improper personal benefit.

Our bylaws also provide that we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) arising out of the fact that such person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. We will reimburse the expenses, including attorneys' fees, actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests.

Delaware Anti-Takeover Law

We are subject to Section 203 of the Delaware General Corporation Law. Section 203 prohibits Delaware corporations from engaging in a wide range of specified transactions with any interested stockholder. An interested stockholder is any person, other than the corporation and any of its majority-owned subsidiaries, who owns 15% or more of any class or series of stock entitled to vote generally in the election of directors. Section 203 may tend to deter any potential unfriendly offers or other efforts to obtain control of our company that are not approved by our board. This may deprive the stockholders of opportunities to sell shares of our common stock at prices higher than the prevailing market price.

Listing of Common Stock

Our common stock trades on the New York Stock Exchange and the Pacific Exchange under the trading symbol "RAD".

Transfer Agent and Registrar

Computershare serves as the transfer agent and registrar of our common stock.

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DESCRIPTION OF WARRANTS

We may issue warrants to purchase any combination of our or any other entity's debt securities, common stock, preferred stock or other securities, including additional warrants. We may issue warrants independently or together with any offered securities. The warrants may be attached to or separate from the other offered securities. We will issue the warrants under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with holders or beneficial owners of warrants.

The prospectus supplement relating to any warrants that we may offer will include the specific terms relating to the terms of the warrants. The prospectus supplement will include some or all of the following terms:

•  the title of the warrants;
•  the aggregate number of warrants offered;
•  the price or prices at which the warrants will be issued;
•  the designation, number and terms of the debt securities, common stock, preferred stock, rights or other securities purchasable upon exercise of the warrants;
•  the exercise price of the warrants;
•  any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
•  the dates or periods during which the warrants are exercisable;
•  the designation and terms of any securities with which the warrants are issued;
•  if the warrants are issued as a unit with another security, the date, if any, on and after which the warrants and the other security will be separately transferable;
•  the rights, if any, we have to redeem the warrants;
•  if applicable, a discussion of any material U.S. federal income tax considerations applicable to the warrants;
•  if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;
•  any minimum or maximum amount of warrants that may be exercised at any one time;
•  any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants;
•  the name of the warrant agent;
•  information with respect to book-entry procedures, if any; and
•  any other material terms of the warrants.

Each warrant will entitle the holder of warrants to purchase the amount of debt or equity securities, at the exercise price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent or any other office indicated in a prospectus supplement, we will, as soon as possible, forward the debt or equity securities that the warrant holder has purchased. If the warrant holder exercises the warrant for less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.

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PLAN OF DISTRIBUTION

We may sell the common stock, preferred stock and any series of debt securities and warrants being offered hereby in one or more of the following ways from time to time:

•  to underwriters or dealers for resale to the purchasers;
•  directly to purchasers;
•  through agents or dealers to the purchasers; or
•  through a combination of any of these methods of sale.

A prospectus supplement with respect to each series of securities will state the terms of the offering of the securities, including:

•  the terms of the offering;
•  the name or names of any underwriters or agents;
•  the purchase price of the securities and the net proceeds to be received by us from the sale;
•  any underwriting discounts or agency fees and other items constituting underwriters' or agents' compensation;
•  any delayed delivery arrangements;
•  any initial public offering price;
•  any discounts or concessions allowed or reallowed or paid to dealers; and
•  any securities exchange on which the securities may be listed.

If we use underwriters or dealers in the sale, the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including

•  negotiated transactions;
•  at a fixed public offering price or prices, which may be changed;
•  at market prices prevailing at the time of sale; or
•  at prices related to prevailing market prices.

Offerings of our equity securities pursuant to this prospectus may also be made into an existing trading market for such securities in transactions at other than a fixed price either:

•  on or through facilities of any national securities exchange or quotation service on which such securities may be listed or quoted at the time of sale; and
•  to or through a market maker otherwise then on such exchanges.

Such at-the-market offerings will be conducted by underwriters acting as our principal or agent, who may also be third-party sellers of securities.

Underwriters or agents in any distribution contemplated hereby, including at-the-market offerings referred to below, may from time to time include Citigroup Global Markets Inc. or J.P. Morgan Securities Inc., or their respective affiliates.

To the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings in accordance with the provisions of Rule 415(a)(4) under the Securities Act, we will do so pursuant to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will issue and sell shares of our common stock to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell shares on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The

29



distribution agreement will provide that any shares of our common stock sold will be sold at prices related to the then prevailing market prices for our common stock. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this prospectus. The aggregate number of shares offered by us pursuant to at-the-market offerings will not exceed 10% of the aggregate market value of our common stock held by non-affiliates. In the event that any underwriter or agent acts as principal, or broker-dealer acts as underwriter, it may engage in certain transactions that stabilize, maintain or otherwise affect the price of our securities. We will describe any such activities in the prospectus supplement relating to the transaction.

In connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received from us under these arrangements to close out any related open borrowings of securities.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

We may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus.

Offers to purchase the securities offered by this prospectus may be solicited, and sales of the securities may be made, by us of those securities directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resales of the securities. The terms of any offer made in this manner will be included in the prospectus supplement relating to the offer.

The securities may also be offered and sold, if so indicated in a prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. A prospectus supplement will identify any remarketing firm and will describe the terms of its agreement, if any, with us and its compensation.

If indicated in the applicable prospectus supplement, we may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment. We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The delayed delivery contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus supplemental will set forth any commissions we pay for solicitations of these delayed delivery contracts.

30



If underwriters are used in the sale of any securities, the securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Unless otherwise stated in a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions and the underwriters will be obligated to purchase all of such series of securities, if any are purchased.

Underwriters, dealers, agents and remarketing firms may be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the underwriters, dealers, agents and remarketing firms may be required to make. Underwriters, dealers, agents and remarketing agents may be customers of, engage in transactions with, or perform services in the ordinary course of business for us and/or our affiliates.

Each series of securities will be a new issue of securities and will have no established trading market other than our common stock which is listed on the New York Stock Exchange and Pacific Exchange. Any common stock sold will be listed on the New York Stock Exchange and Pacific Exchange, upon official notice of issuance. The securities, other than the common stock, may or may not be listed on a national securities exchange.

Any underwriters to whom securities are sold by us for public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.

The anticipated date of delivery of the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the offering. The securities offered by this prospectus may or may not be listed on a national securities exchange or a foreign securities exchange. No assurance can be given as to the liquidity or activity of any trading in the offered securities.

In compliance with the guidelines of the National Association of Securities Dealers, Inc., the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation to be received by any NASD member or independent broker-dealer will not exceed 8% of any offering pursuant to this prospectus and any applicable prospectus supplement; however, it is anticipated that the maximum commission or discount to be received in any particular offering of securities will be significantly less than this amount."

If more than 10% of the net proceeds of any offering of securities made under this prospectus will be received by NASD members participating in the offering or affiliates or associated persons of such NASD members, the offering will be conducted in accordance with NASD Conduct Rule 2710(h).

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. If the validity of any securities is also passed upon by counsel for the underwriters of an offering of those securities, that counsel will be named in the prospectus supplement relating to that offering.

EXPERTS

The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from our Annual Report on Form 10-K for the fiscal year ended February 28, 2004 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" effective March 2, 2003, the adoption of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" as amended, effective March 4, 2001 and the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" effective March 3, 2002) and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

31





PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The registration estimate of expenses in connection with the offerings described in this registration statement will be as follows:


SEC Registration Fee $ 117,700  
Attorney's Fees and Expenses   150,000  
Independent Auditor's Fees and Expenses   75,000  
Printing and Engraving Fees and Expenses   50,000  
Trustee Fees and Expenses   20,000  
Miscellaneous Expenses   30,000  
Total $ 442,700  
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Section 145 of the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonable believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person in fairly and reasonable entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonable incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.

Article Tenth of our Certificate of Incorporation and Article VIII of our By-laws provide for the indemnification of our directors and officers as authorized by Section 145 of the DGCL.

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The directors and officers of us and our subsidiaries are insured (subject to certain exceptions and deductions) against liabilities which they may incur in their capacity as such including liabilities under the Securities Act, under liability insurance policies carried by us.

ITEM 16.  EXHIBITS.

See Index to Exhibits on page II-16.

ITEM 17.   UNDERTAKINGS.
(a)  The undersigned registrants hereby undertake:
(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration settlement;
(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)  The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of Rite Aid's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses

II-2



  incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d)  The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
(e)  The undersigned registrants hereby undertake that:
(1)  For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)  For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, Commonwealth of Pennsylvania, on January 13, 2005.

RITE AID CORPORATION
By: /s/ Mary F. Sammons
Name: Mary F. Sammons
Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/ Robert G. Miller* Chairman of the Board January 13, 2005
Robert G. Miller
/s/ Mary F. Sammons* President, Chief Executive Officer and Director (Principal Executive Officer) January 13, 2005
Mary F. Sammons
/s/ John T. Standley* Chief Administrative and Financial Officer and Senior Executive Vice President (Principal Financial Officer) January 13, 2005
John T. Standley
/s/ Robert B. Sari Senior Vice President, General Counsel and Secretary January 13, 2005
Robert B. Sari
/s/ Kevin Twomey* Chief Accounting Officer and Senior Vice President (Principal Accounting Officer) January 13, 2005
Kevin Twomey
/s/ John G. Danhakl* Director January 13, 2005
John G. Danhakl
/s/ Michael A. Friedman, M.D.* Director January 13, 2005
Michael A. Friedman, M.D.
/s/ Alfred M. Gleason* Director January 13, 2005
Alfred M. Gleason
/s/ George G. Golleher* Director January 13, 2005
George G. Golleher
/s/ Colin V. Reed* Director January 13, 2005
Colin V. Reed
/s/ Stuart M. Sloan* Director January 13, 2005
Stuart M. Sloan
/s/ Jonathan D. Sokoloff* Director January 13, 2005
Jonathan D. Sokoloff

*    /s/ Robert B. Sari

Robert B. Sari
Attorney-in-Fact

II-4



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on January 13, 2005.

112 BURLEIGH AVENUE NORFOLK, LLC
1515 WEST STATE STREET BOISE, IDAHO, L.L.C.
NAME RITE L.L.C.
TYLER AND SANDERS ROADS, BIRMINGHAM–
    ALABAMA, LLC
1740 ASSOCIATES, L.L.C.
NORTHLINE & DIX–TOLEDO–SOUTHGATE, LLC
PAW PAW LAKE ROAD & PAW PAW AVENUE COLOMA,     MICHIGAN, LLC
RITE AID SERVICES, L.L.C.
SEVEN MILE AND EVERGREEN–DETROIT, LLC
CENTRAL AVENUE AND MAIN STREET–PETAL,
    MS, LLC
STATE & FORTIFICATION STREETS-JACKSON,
    MISSISSIPPI, LLC
ANN & GOVERNMENT STREETS–MOBILE, ALABAMA,     LLC
FAIRGROUND, L.L.C.
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
STATE STREET AND HILL ROAD–GERARD, OHIO, LLC
SILVER SPRINGS ROAD–BALTIMORE, MARYLAND/    ONE, LLC
SILVER SPRINGS ROAD–BALTIMORE, MARYLAND/    TWO, LLC
By: /s/ Robert B. Sari
Name:Robert B. Sari
Title: Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

    

Signature Title Date
/s/ Kevin Twomey* President
(Principal Executive Officer) 		January 13, 2005
Kevin Twomey
/s/ John T. Standley* Chief Financial Officer and Director
(Principal Financial Officer) 		January 13, 2005
John T. Standley
/s/ Christopher S. Hall* Director January 13, 2005
Christopher S. Hall

*    /s/ Robert B. Sari

Robert B. Sari
Attorney-in-Fact

II-5



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on January 13, 2005.

RITE AID HDQTRS. CORP.
RITE AID OF ALABAMA, INC.
RITE AID OF CONNECTICUT, INC.
RITE AID OF DELAWARE, INC.
RITE AID OF FLORIDA, INC.
RITE AID 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 NEW HAMPSHIRE, INC.
RITE AID OF NEW JERSEY, 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.
EAGLE MANAGED CARE CORP.
    GDF, INC.
HARCO, INC.
KEYSTONE CENTERS, INC.
RITE AID DRUG PALACE, INC.
RITE AID ROME DISTRIBUTION CENTER,
    INC.
RITE AID TRANSPORT, INC.
3581 CARTER HILL ROAD–MONTGOMERY
    CORP.
4042 WARRENSVILLE CENTER ROAD
    WARRENSVILLE OHIO, INC.
5277 ASSOCIATES, INC.
537 ELM STREET CORP.
5600 SUPERIOR PROPERTIES, INC.
657-659 BROAD ST. CORP.
BROADVIEW AND WALLINGS–BROADVIEW
    HEIGHTS OHIO, INC.
DOMINION DRUG STORES CORP.
ENGLAND STREET–ASHELAND
    CORPORATION
LAKEHURST AND BROADWAY
    CORPORATION
PATTON DRIVE AND NAVY BOULEVARD
    PROPERTY CORPORATION
RITE FUND, INC.
THE MUIR COMPANY
VIRGINIA CORPORATION
K&B, INCORPORATED

II-6



K&B ALABAMA CORPORATION
K&B LOUISIANA CORPORATION
K&B MISSISSIPPI CORPORATION
K&B SERVICES, INCORPORATED
K&B TENNESSEE CORPORATION
K&B TEXAS CORPORATION
PL XPRESS, INC.
THRIFTY CORPORATION
P.L.D. ENTERPRISES, INC.
RITE AID REALTY CORP.
PERRY DISTRIBUTORS, INC.
APEX DRUG STORES, INC.
PDS–1 MICHIGAN, INC.
RDS DETROIT, INC.
PERRY DRUG STORES, INC.
RAM–UTICA, INC.
READ'S INC.
RITE AID HDQTRS. FUNDING, INC.
RITE AID OF MICHIGAN, INC.
RITE AID OF NEW YORK, INC.
RITE INVESTMENTS CORP.
RX CHOICE, INC.
By: /s/ Robert B. Sari
Name: Robert B. Sari
Title: Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/ Kevin Twomey* President
(Principal Executive Officer) 		January 13, 2005
Kevin Twomey
/s/ John T. Standley* Chief Financial Officer and Director
(Principal Financial Officer) 		January 13, 2005
John T. Standley
/s/ Christopher S. Hall* Director January 13, 2005
Christopher S. Hall
/s/ Robert B. Sari Director January 13, 2005
Robert B. Sari

*    /s/ Robert B. Sari

Robert B. Sari
Attorney-in-Fact

* Not a director of Rite Aid Hdqtrs. Funding, Inc.

II-7



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on January 13, 2005.

RITE AID OF OHIO, INC.
RITE AID OF MAINE, INC.
RITE AID OF WEST VIRGINIA, INC.
THE LANE DRUG COMPANY
By: /s/ Robert B. Sari
Name:Robert B. Sari
Title:Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/ Christopher S. Hall* President
(Principal Executive Officer) 		January 13, 2005
Christopher S. Hall
/s/ Kevin Twomey* Senior Vice President, Chief Financial Officer and Director
(Principal Financial Officer) 		January 13, 2005
Kevin Twomey
/s/ I. Lawrence Gelman* Director January 13, 2005
I. Lawrence Gelman
/s/ Robert B. Sari Director January 13, 2005
Robert B. Sari

*    /s/ Robert B. Sari

Robert B. Sari
Attorney-in-Fact

II-8



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on January 13, 2005.

THRIFTY PAYLESS, INC.
By: /s/ I. Lawrence Gelman
Name: I. Lawrence Gelman
Title: Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/ Charles Kibler* President and Director
(Principal Executive Officer) 		January 13, 2005
Charles Kibler
/s/ I. Lawrence Gelman* Vice President, Secretary and Director
(Principal Financial Officer) 		January 13, 2005
I. Lawrence Gelman
/s/ James E. Krahulec* Director January 13, 2005
James E. Krahulec

*    /s/ Robert B. Sari

Robert B. Sari
Attorney-in-Fact

II-9



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, State of Pennsylvania, on January 13, 2005.

RITE AID OF VERMONT, INC.
By: /s/ Robert B. Sari
Name: Robert B. Sari
Title: Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/ Kevin Twomey* President
(Principal Executive Officer) 		January 13, 2005
Kevin Twomey
/s/ John T. Standley* Senior Vice President and Chief Financial Officer
(Principal Financial Officer) 		January 13, 2005
John T. Standley
/s/ Maureen Orzell* Director January 13, 2005
Maureen Orzell
/s/ Steven Lawson* Director January 13, 2005
Steven Lawson
/s/ Robert B. Sari Director January 13, 2005
Robert B. Sari

*    /s/ Robert B. Sari

Robert B. Sari
Attorney-in-Fact

II-10



EXHIBIT INDEX


Exhibit Numbers Description Incorporation by Reference to
1.1* Form of Underwriting Agreement for common stock, preferred stock, debt securities, guarantees of debt securities and warrants, to be filed as an exhibit to a Current Report of the Company on Form 8-K and incorporated by reference herein.  
3.1 Restated Certificate of Incorporation dated December 12, 1996 Exhibit 3(i) to Form 8–K filed on November 2, 1999
3.2 Certificate of Amendment to the Restated Certificate
of Incorporation dated October 25, 1999 		Exhibit 3(ii) to Form 8–K filed on November 2, 1999
3.3 Certificate of Amendment to Restated Certificate of Incorporation dated June 27, 2001 Exhibit 3.4 to Registration Statement on Form S-1, File No. 333–64950, filed on July 12, 2001
3.4 8% Series D Cumulative Pay–in-kind Preferred Stock Certificate of Designation dated October 3, 2001 Exhibit 3.5 to Form 10–Q filed on October 12, 2001
3.5 By–laws, as amended on November 8, 2000 Exhibit 3.1 to Form 8–K filed on November 13, 2000
3.6 Amendment to By–laws, adopted January 30, 2002 Exhibit T3B.2 to Form T–3, filed on March 4, 2002
4.1 Indenture dated August 1, 1993 by and between Rite Aid Corporation, as issuer, and Morgan Guaranty Trust Company of New York, as trustee, related to the Company's 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Notes due 2005 and 6.875% Notes due 2013 Exhibit 4A to Registration Statement on Form S–3, File No. 333–63794, filed on June 3, 1993
4.2 Supplemental Indenture dated as of February 3, 2000, between Rite Aid Corporation, as issuer, and U.S. Bank Trust National Association, to the Indenture dated as of August 1, 1993 and Morgan Guaranty Trust Company of New York, relating to the Company's 6.70% Notes due 2001, 7.125% Notes due 2007, 7.70% Notes due 2027, 7.625% Notes due 2005 and 6.875% Notes due 2013 Exhibit 4.1 to Form 8–K, filed on February 7, 2000
4.3 Indenture dated as of December 21, 1998, between Rite Aid Corporation, as issuer, and Harris Trust and Savings Bank, as trustee, related to the Company's 5.50% Notes due 2000, 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Notes due 2028 Exhibit 4.1 to Registration Statement on Form S-4, File No. 333-74751, filed on March 19, 1999
4.4 Supplemental Indenture, dated as of February 3, 2000, between Rite Aid Corporation and Harris Trust and Savings Bank, to the Indenture dated December 21, 1998, between Rite Aid Corporation and Harris Trust and Savings bank, related to the Company's 5.50% Notes due 2000, 6% Notes due 2005, 6.125% Notes due 2008 and 6.875% Notes due 2028 Exhibit 4.4 to Form 8-K, filed on February 7, 2000



Exhibit Numbers Description Incorporation by Reference to
4.5 Indenture, dated as of June 27, 2001, between Rite Aid Corporation, as issuer, and State Street Bank and Trust Company, as trustee, related to the Company's 12.50% Senior Secured Notes due 2006 Exhibit 4.7 to Registration on Form S-1, File No. 333-64950, filed on July 12, 2001
4.6 Indenture, dated as of June 27, 2001, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 11¼% Senior Notes due 2008 Exhibit 4.8 to Registration Statement on Form S-1, File No. 333-64950, filed on July 12, 2001
4.7 Indenture, dated as of November 19, 2001, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 4.75% Convertible Notes due December 1, 2006 Exhibit 4.3 to Form 10Q, filed on January 15, 2002
4.8 Indenture, dated as of February 12, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 9½% Senior Secured Notes due 2011 Exhibit 4.1 to Form 8-K, filed on March 5, 2003
4.9 Indenture, dated as of April 22, 2003, between Rite Aid Corporation, as issuer, the Subsidiary Guarantors named therein, and BNY Midwest Trust Company, as trustee, related to the Company's 8.125% Senior Secured Notes due 2010 Exhibit 4.11 to Form 10-K, filed on May 2, 2003
4.10 Indenture, dated as of May 20, 2003, between Rite Aid Corporation, as issuer, and BNY Midwest Trust Company, as trustee, related to the Company's 9.25% Senior Notes due 2013 Exhibit 4.12 to Form 10-Q, filed on July 3, 2003
4.11 Form of Senior Indenture  
4.12 Form of Subordinated Indenture  
4.13 Form of Senior Note (included in Exhibit 4.13)  
4.14 Form of Subordinated Note (included in Exhibit 4.14)  
4.15* Form of Warrants  
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, as to the legality of the securities being registered  
12.1 Statement regarding computation of ratio of earnings to fixed charges (Included as part of the Registration Statement)  
23.1** Consent of Deloitte & Touche LLP  
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)  
24.1** Powers of Attorney (Included on pages II-5 to II-16 )  
25.1 Form T-1 Statement of Eligibility of Trustee under Trust Indenture Act of 1939, under the Senior Indenture and Subordinated Indenture  
*   To be filed by amendment.
** Previously filed. 




================================================================================
                                                                    EXHIBIT 4.11

                              RITE AID CORPORATION

                                       TO

                            BNY MIDWEST TRUST COMPANY


                                    INDENTURE

                            DATED AS OF        , 2005


                             SENIOR DEBT SECURITIES

================================================================================




                       Certain Sections of This Indenture
                      Relating to Sections 310 Through 318,
                 Inclusive, of The Trust Indenture Act of 1939:
                 ----------------------------------------------

TRUST INDENTURE
INDENTURE SECTION                                                   ACT SECTION
-----------------                                                   -----------
     ss. 310(a)(1)........................................................609
             (a)(2).......................................................609
             (a)(3)............................................Not Applicable
             (a)(4)............................................Not Applicable
             (b).....................................................608, 610
     ss. 311(a)...........................................................613
             (b)..........................................................613
     ss. 312(a)...........................................................701
             .............................................................702
             (b)..........................................................702
             (c)..........................................................702
     ss. 313(a)...........................................................703
             (b)..........................................................703
             (c)..........................................................703
             (d)..........................................................703
     ss. 314(a)...........................................................704
             (a)(4).......................................................101
             ............................................................1004
             (b)...............................................Not Applicable
             (c)(1).......................................................102
             (c)(2).......................................................102
             (c)(3)............................................Not Applicable
             (d)...............................................Not Applicable
             (e)..........................................................102
     ss. 315(a)...........................................................601
             (b)..........................................................602
             (c)..........................................................601
             (d)..........................................................601
             (e)..........................................................514
     ss. 316(a)...........................................................101
             (a)(1)(A)...............................................502, 512
             (a)(1)(B)....................................................513
             (a)(2)............................................Not Applicable
             (b)..........................................................508
             (c)..........................................................104
     ss. 317(a)(l)........................................................503
             (a)(2).......................................................504
             (b).........................................................1003
     ss. 318(a)...........................................................107


NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.


                                        i


                                TABLE OF CONTENTS
                                -----------------


                                                                                                         Page
                                                                                                         ----

                                    ARTICLE I
                                   DEFINITIONS

SECTION 101.    DEFINITIONS.................................................................................1
SECTION 102.    COMPLIANCE CERTIFICATES AND OPINIONS........................................................7
SECTION 103.    FORM OF DOCUMENTS DELIVERED TO TRUSTEE......................................................8
SECTION 104.    ACTS OF HOLDERS; RECORD DATES...............................................................8
SECTION 105.    NOTICES, ETC., TO TRUSTEE AND COMPANY......................................................10
SECTION 106.    NOTICE TO HOLDERS; WAIVER..................................................................11
SECTION 107.    CONFLICT WITH  TRUST INDENTURE ACT.........................................................11
SECTION 108.    EFFECT OF HEADINGS AND TABLE OF CONTENTS...................................................11
SECTION 109.    SUCCESSORS AND ASSIGNS.....................................................................11
SECTION 110.    SEPARABILITY CLAUSE........................................................................11
SECTION 111.    BENEFITS OF INDENTURE......................................................................12
SECTION 112.    GOVERNING LAW..............................................................................12
SECTION 113.    LEGAL HOLIDAYS.............................................................................12
SECTION 114.    LANGUAGE OF NOTICES, ETC...................................................................12

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 201.    FORMS GENERALLY............................................................................12
SECTION 202.    FORM OF LEGEND FOR GLOBAL SECURITIES.......................................................13
SECTION 203.    FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION............................................13
SECTION 204.    SECURITIES IN GLOBAL FORM..................................................................13

                                   ARTICLE III
                                 THE SECURITIES

SECTION 301.    AMOUNT UNLIMITED; ISSUABLE IN SERIES.......................................................14
SECTION 302.    DENOMINATIONS..............................................................................18
SECTION 303.    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.............................................18
SECTION 304.    TEMPORARY SECURITIES.......................................................................19
SECTION 305.    REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE........................................20
SECTION 306.    MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES...........................................21
SECTION 307.    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.............................................22
SECTION 308.    PERSONS DEEMED OWNERS......................................................................23
SECTION 309.    CANCELLATION...............................................................................23
SECTION 310.    COMPUTATION OF INTEREST....................................................................23
SECTION 311.    CUSIP NUMBERS..............................................................................24


                                       ii


                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 401.    SATISFACTION AND DISCHARGE OF INDENTURE....................................................24
SECTION 402.    APPLICATION OF TRUST MONEY.................................................................25

                                    ARTICLE V
                                    REMEDIES

SECTION 501.    EVENTS OF DEFAULT..........................................................................25
SECTION 502.    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.........................................26
SECTION 503.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE............................27
SECTION 504.    TRUSTEE MAY FILE PROOFS OF CLAIM...........................................................28
SECTION 505.    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES................................29
SECTION 506.    APPLICATION OF MONEY COLLECTED.............................................................29
SECTION 507.    LIMITATION ON SUITS........................................................................29
SECTION 508.    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST..................30
SECTION 509.    RESTORATION OF RIGHTS AND REMEDIES.........................................................30
SECTION 510.    RIGHTS AND REMEDIES CUMULATIVE.............................................................30
SECTION 511.    DELAY OR OMISSION NOT WAIVER...............................................................30
SECTION 512.    CONTROL BY HOLDERS.........................................................................31
SECTION 513.    WAIVER OF PAST DEFAULTS....................................................................31
SECTION 514.    UNDERTAKING FOR COSTS......................................................................31
SECTION 515.    WAIVER OF USURY, STAY OR EXTENSION LAWS....................................................31

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 601.    CERTAIN DUTIES AND RESPONSIBILITIES........................................................32
SECTION 602.    NOTICE OF DEFAULTS.........................................................................32
SECTION 603.    CERTAIN RIGHTS OF TRUSTEE..................................................................32
SECTION 604.    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.....................................33
SECTION 605.    MAY HOLD SECURITIES........................................................................33
SECTION 606.    MONEY HELD IN TRUST........................................................................34
SECTION 607.    COMPENSATION AND REIMBURSEMENT.............................................................34
SECTION 608.    CONFLICTING INTERESTS......................................................................34
SECTION 609.    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY....................................................34
SECTION 610.    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..........................................35
SECTION 611.    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.....................................................36
SECTION 612.    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS................................37


                                      iii


SECTION 613.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..........................................37
SECTION 614.    APPOINTMENT OF AUTHENTICATING AGENT........................................................38

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..................................39
SECTION 702.    PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.....................................40
SECTION 703.    REPORTS BY TRUSTEE.........................................................................40
SECTION 704.    REPORTS BY COMPANY.........................................................................40

                                  ARTICLE VIII
                       CONSOLIDATION, MERGER, ASSIGNMENT,
                          CONVEYANCE, TRANSFER OR LEASE

SECTION 801.    COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.......................................41
SECTION 802.    SUCCESSOR SUBSTITUTED......................................................................41

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 901.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.........................................42
SECTION 902.    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS............................................43
SECTION 903.    EXECUTION OF SUPPLEMENTAL INDENTURES.......................................................44
SECTION 904.    EFFECT OF SUPPLEMENTAL INDENTURES..........................................................45
SECTION 905.    CONFORMITY WITH TRUST INDENTURE ACT........................................................45
SECTION 906.    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.........................................45

                                    ARTICLE X
                                    COVENANTS

SECTION 1001.   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.................................................45
SECTION 1002.   MAINTENANCE OF OFFICE OR AGENCY............................................................45
SECTION 1003.   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..........................................46
SECTION 1004.   STATEMENT BY OFFICERS AS TO DEFAULT........................................................47
SECTION 1005.   EXISTENCE..................................................................................47
SECTION 1006.   MAINTENANCE OF PROPERTIES..................................................................47
SECTION 1007.   PAYMENT OF TAXES AND OTHER CLAIMS..........................................................47
SECTION 1008.   WAIVER OF CERTAIN COVENANTS................................................................48
SECTION 1009.   ADDITIONAL AMOUNTS.........................................................................48


                                       iv


                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 1101.   APPLICABILITY OF ARTICLE...................................................................49
SECTION 1102.   ELECTION TO REDEEM; NOTICE TO TRUSTEE......................................................49
SECTION 1103.   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..........................................49
SECTION 1104.   NOTICE OF REDEMPTION.......................................................................50
SECTION 1105.   DEPOSIT OF REDEMPTION PRICE................................................................51
SECTION 1106.   SECURITIES PAYABLE ON REDEMPTION DATE......................................................51
SECTION 1107.   SECURITIES REDEEMED IN PART................................................................51

                                   ARTICLE XII
                                  SINKING FUNDS

SECTION 1201.   APPLICABILITY OF ARTICLE...................................................................52
SECTION 1202.   SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES......................................52
SECTION 1203.   REDEMPTION OF SECURITIES FOR SINKING FUND..................................................52

                                  ARTICLE XIII
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.   COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE...............................53
SECTION 1302.   DEFEASANCE AND DISCHARGE...................................................................53
SECTION 1303.   COVENANT DEFEASANCE........................................................................53
SECTION 1304.   CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE............................................54
SECTION 1305.   DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
                MISCELLANEOUS PROVISIONS...................................................................55
SECTION 1306.   REINSTATEMENT..............................................................................56

                                   ARTICLE XIV
                             [INTENTIONALLY OMITTED]


                                   ARTICLE XV
                        MEETING OF HOLDERS OF SECURITIES

SECTION 1501.   PURPOSES FOR WHICH MEETINGS MAY BE CALLED..................................................56
SECTION 1502.   CALL, NOTICE AND PLACE OF MEETINGS.........................................................57
SECTION 1503.   PERSONS ENTITLED TO VOTE AT MEETINGS.......................................................57
SECTION 1504.   QUORUM; ACTION.............................................................................57
SECTION 1505.   DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS........................58
SECTION 1506.   COUNTING VOTES AND RECORDING ACTION OF MEETINGS............................................59



                                       v


     INDENTURE, dated as of _________, 2005 between Rite Aid Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), and BNY Midwest Trust Company, as Trustee, a
national banking association (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness (herein called the "Securities"), which may
be convertible into or exchangeable for any securities of any persons (including
the Company), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of Series thereof, as follows:

                                   ARTICLE I

                                   DEFINITIONS

SECTION 101. DEFINITIONS.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with United States generally
     accepted accounting principles, the term "generally accepted accounting
     principles" with respect to any computation required or permitted hereunder
     shall mean such accounting principles as are generally accepted as
     consistently applied by the Company at the date of such computation;

          (4) unless the context otherwise requires, any reference to an
     "Article", a "Section" or an "Exhibit" refers to an Article, a Section or
     an Exhibit, as the case may be, of or to this Indenture; and



          (5) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

     Certain terms, used principally in Article Six and Article Thirteen, are
defined in those Articles.

     "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified 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.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Authorized Newspaper" means a newspaper, in the English language or in an
official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

     "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", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

     "Commission" means the United States Securities and Exchange Commission,
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument the United States Securities and
Exchange 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.


                                       2


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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President, its Chief Financial Officer or any Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered which,
as of the date hereof, is located at     Attn: Corporate Trust Administration.

     "corporation" means a corporation, association, company, limited liability
company, joint-stock company or business trust.

     "Covenant Defeasance" has the meaning specified in Section 1303.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Defeasance" has the meaning specified in Section 1302.

     "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 301, which shall initially be The
Depositary Trust Company.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Act" means the United States Securities Exchange Act of 1934 and
any statute successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 104.

     "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 202 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

     "Government Obligation" has the meaning specified in Section 1304.

     "Holder" means the Person in whose name the Security is registered in the
Security Register.

     "Indenture" means this instrument as originally executed and 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. The


                                       3


term "Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.

     "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "Investment Company Act" means the United States Investment Company Act of
1940 and any statute successor thereto, in each case as amended from time to
time.

     "Maturity", when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "Notice of Default" means a written notice of the kind specified in Section
501(4).

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President, its Chief Financial Officer
or any Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the Company.

     "Opinion of Counsel" means a written opinion of counsel, which may be an
employee of the Company.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

     "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, EXCEPT:

          (1) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (2) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; PROVIDED that, if such Securities are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;


                                       4


          (3) Securities as to which Defeasance has been effected pursuant to
     Section 1302; and

          (4) Securities that have been paid pursuant to Section 305 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

     PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
     principal amount of the Outstanding Securities have given, made or taken
     any request, demand, authorization, direction, notice, consent, waiver, or
     other action hereunder as of any date or whether a quorum is present at a
     meeting of Holders of Securities, (A) the principal amount of an Original
     Issue Discount Security which shall be deemed to be Outstanding shall be
     the amount of the principal thereof that would be due and payable as of
     such date upon acceleration of the Maturity thereof to such date pursuant
     to Section 502, (B) if, as of such date, the principal amount payable at
     the Stated Maturity of a Security is not determinable, the principal amount
     of such Security that shall be deemed to be Outstanding shall be the amount
     as specified or determined as contemplated by Section 301, (C) the
     principal amount of a Security denominated in one or more foreign
     currencies or currency units which shall be deemed to be Outstanding shall
     be the U.S. dollar equivalent, determined as of such date in the manner
     provided as contemplated by Section 301, of the principal amount of such
     Security (or, in the case of a Security described in Clause (A) or (B)
     above, of the amount determined as provided in such Clause), and (D)
     Securities owned by the Company or any other obligor upon the Securities or
     any Affiliate of the Company or of such other obligor shall be disregarded
     and deemed not to be Outstanding, except that, in determining whether the
     Trustee shall be protected in relying upon any such request, demand,
     authorization, direction, notice, consent, waiver, or other action, or upon
     any such determination actually as to the presence of a quorum, only
     Securities that a Responsible Officer of the Trustee actually knows to be
     so owned shall be so disregarded. Securities so owned that have been
     pledged in good faith may be regarded as Outstanding if the pledgee
     establishes to the satisfaction of the Trustee the pledgee's right so to
     act with respect to such Securities and that the pledgee is not the Company
     or any other obligor upon the Securities or any Affiliate of the Company or
     of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company, which shall initially be the Trustee.

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof.


                                       5


     "Place of Payment", when used with respect to the Securities of any series,
means the place or places specified in accordance with Section 301 where the
principal of and any premium and interest on the Securities of that series are
payable.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

     "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     "Responsible Officer", when used with respect to the Trustee, means any
vice president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers 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
and who shall have responsibility for the administration of this Indenture.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture PROVIDED, HOWEVER, that if at any time there is more than one
Person acting as Trustee under this Indenture, "Securities" with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

     "Securities Act" means the United States Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

     "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date


                                       6


on which the principal of such Security or such installment of principal or
interest is due and payable.

     "Subsidiary" means a corporation or limited liability company more than 50%
of the outstanding voting stock of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries. For the purposes of this definition, "voting-stock"
means the equity interest that ordinarily has voting power for the election of
directors, managers or trustees of an entity, or persons performing similar
functions, whether at all times or only so long as no senior class of equity
interest has such voting power by reason of any contingency.

     "Trust Indenture Act" means the United States Trust Indenture Act of 1939
as in force at the date as of which this instrument was executed; 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 instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 1004) shall include,

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;


                                       7


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

          (3) a statement that, in the opinion of each 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, in the opinion of each such individual,
     such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104. ACTS OF HOLDERS; RECORD DATES.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.


                                       8


     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

     The principal amount and serial numbers of Securities held by any Person,
and the date of holding the same, shall be proved by the Security Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, PROVIDED, that the Company may not set
a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; PROVIDED, that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or


                                       9


not such Holders remain Holders after such record date; PROVIDED, that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

     With respect to any record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "Expiration Date"
and from time to time may change the Expiration Date to any earlier or later
day; PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     (which may be via facsimile) to or with the Trustee at its Corporate Trust
     Office, Attention: Corporate Trust Administration, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument, Attention: General Counsel, or at any
     other address previously furnished in writing to the Trustee by the
     Company.


                                       10


SECTION 106. NOTICE TO HOLDERS; WAIVER.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice of any event to Holders of Securities, such notice shall be
sufficiently given to Holders of Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Security affected by such
event, at the address of such Holder as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice to Holders of
Securities by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder of a Security shall affect the sufficiency of such
notice with respect to other Holders.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers
of notice by Holders of Securities shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

     This Indenture shall incorporate and be governed by the provisions of the
Trust Indenture Act that are required to be part of and to govern indentures
qualified under the Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 109. SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

SECTION 110. SEPARABILITY CLAUSE.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


                                       11


SECTION 111. BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112. GOVERNING LAW.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

SECTION 113. LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

SECTION 114. LANGUAGE OF NOTICES, ETC.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

     The Securities of each series shall be in substantially the forms set forth
in Exhibits A and A1 or in such other form (including temporary or permanent
global form) as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities as evidenced by their execution thereof. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities (or any such
temporary global Security).


                                       12


     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

SECTION 202. FORM OF LEGEND FOR GLOBAL SECURITIES.

     Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
     INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
     OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
     EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
     TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED,
     IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
     THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
     INDENTURE.

SECTION 203. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

     The Trustee's certificates of authentication shall be in substantially the
following form:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                       -----------------------------------------
                                       AS TRUSTEE

                                       By:
                                           -------------------------------------
                                           AUTHORIZED SIGNATORY

                                       Dated:

SECTION 204. SECURITIES IN GLOBAL FORM.

     If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (10) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be


                                       13


specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 303 or Section 304 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

     The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global from together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

     Notwithstanding the provisions of Section 201 and 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

                                  ARTICLE III

                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Company Order, a Board Resolution and, subject
to Section 303, 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 Securities of any series,

          (1) the title and priority of payment of the Securities of the series
     (which shall distinguish the Securities of the series from Securities of
     any other series);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (3) whether any Securities of the series are to be issuable initially
     in temporary global form and whether any Securities of the series are to be
     issuable in


                                       14


     permanent global form and, if so, whether beneficial owners of interests in
     any such permanent global Security may exchange such interests for
     Securities of such series and of like tenor of any authorized form and
     denomination and the circumstances under which any such exchanges may
     occur, if other than in the manner provided in Section 305;

          (4) the Person to whom any interest on any Security of the series
     shall be payable, if other than the Person in whose name that Security (or
     one or more Predecessor Securities) is registered at the close of business
     on the Regular Record Date for such interest, the extent to which, or the
     manner in which, any interest payable on a temporary global Security on an
     Interest Payment Date will be paid if other than in the manner provided in
     Section 304;

          (5) the date or dates on which the principal of the Securities of the
     series is payable and whether the Stated Maturity may be extended and the
     method used to determine or extend those dates;

          (6) the ability to issue additional Securities in the same series;

          (7) the percentage of the principal amount at which the Securities of
     any series will be issued;

          (8) the right, if any, to extend the interest payment periods and the
     duration of any such deferral period, including the maximum consecutive
     period during which interest payment periods may be extended;

          (9) provisions, if any, granting special rights to holders of the
     Securities upon the occurrence of specified events;

          (10) the terms, if any, upon which Holders may convert or exchange the
     Securities into or for the Company's common stock, preferred stock or other
     securities or property;

          (11) the rate or rates at which the Securities of the series shall
     bear interest, if any, which may be fixed or variable, or the method by
     which such rate shall be determined, whether the rate may be reset, the
     date or dates from which any such interest shall accrue or the method used
     for determining those dates, the Interest Payment Dates on which any such
     interest shall be payable, the Regular Record Date for the interest payable
     on any Securities on any Interest Payment Date;

          (12) the place or places where, subject to the provisions of Section
     1002, the principal of and any premium, if any, and interest, if any, on
     Securities of the series shall be payable, where any Securities of the
     series may be surrendered for registration of transfer, where Securities of
     the series may be surrendered for exchange, where Securities of the series
     that are convertible or exchangeable may be surrendered for conversion or
     exchange, as applicable, and notices and demands to or upon the Company in
     respect of the Securities of the series and this Indenture may be served;


                                       15


          (13) the obligation or discretion, if any, of the Company to redeem or
     purchase any Securities of the series pursuant to any sinking fund or
     analogous provisions or at the option of the Holder thereof and the period
     or periods within which, the price or prices at which and the terms and
     conditions upon which any Securities of the series shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation;

          (14) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which any Securities of the series shall be
     issuable;

          (15) whether the amount of payments of principal (or premium, if any)
     or interest, if any, on the Securities of the series may be determined with
     reference to an index, formula or other method (which index, formula or
     method may be based, without limitation, on one or more currencies,
     commodities, equity indices or other indices), and the manner in which such
     amounts shall be determined;

          (16) the currency or currencies, including composite currencies, or
     currency units in which payment of the principal of and any premium and
     interest on any Securities of the series shall be payable if other than the
     currency of the United States of America and the manner of determining the
     equivalent thereof in the currency of the United States of America;

          (17) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or the
     Holder thereof, in one or more currencies or currency units other than that
     or those in which such Securities are stated to be payable, the currency,
     currencies or currency units in which the principal of or any premium or
     interest on such Securities as to which such election is made shall be
     payable, the periods within which and the terms and conditions upon which
     such election is to be made and the amount so payable (or the manner in
     which such amount shall be determined);

          (18) if other than the entire principal amount thereof, the portion of
     the principal amount of any Securities of the series which shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502;

          (19) the guarantors of each series, if any, and the extent of the
     guarantees (including provisions relating to seniority, subordination,
     security and the release of the guarantors), if any;

          (20) whether such debt will be secured and the terms and conditions,
     if any, of such security interest;

          (21) if the principal amount payable at the Stated Maturity of any
     Securities of the series will not be determinable as of any one or more
     dates prior to the Stated Maturity, the amount which shall be deemed to be
     the principal amount of such Securities as of any such date for any purpose
     thereunder or hereunder, including the principal amount thereof which shall
     be due and payable upon any Maturity other than the Stated Maturity or
     which shall be deemed to be Outstanding as of any date prior to the Stated
     Maturity (or, in any such case, the manner in which such amount deemed, to
     be the principal amount shall be determined);


                                       16


          (22) if applicable, that the Securities of the series, in whole or any
     specified part, shall be defeasible pursuant to Section 1302 or Section
     1303 or both such Sections, any variation of such Sections, and, if other
     than by a Board Resolution, the manner in which any election by the Company
     to defease such Securities shall be evidenced;

          (23) if applicable, that any Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the respective Depositaries for such Global Securities,
     the form of any legend or legends which shall be borne by any such Global
     Security in addition to or in lieu of that set forth in Section 202 and any
     circumstances in addition to or in lieu of those set forth, in the seventh
     paragraph of Section 305 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 name
     of Persons other than the Depositary for such Global Security or a nominee
     thereof;

          (24) any addition to or change in the Events of Default which applies
     to any Securities of the series and any change in the right of the Trustee
     or the requisite Holders of such Securities to declare the principal amount
     thereof due and payable pursuant to Section 502;

          (25) any addition to or change in the definitions set forth in Article
     I which apply to the Securities of the series, and any addition to or
     change in the covenants set forth in Article Ten which applies to
     Securities of the series, including any restrictions on the Company's
     ability to incur debt, redeem its stock, grant liens, merge or sell its
     assets;

          (26) any restrictions on the subsidiaries of the Company;

          (27) the basis for calculating interest if other than a 360-day year
     of twelve 30-day months;

          (28) the terms and conditions, if any, regarding any mandatory
     conversion or exchange of Securities;

          (29) the period or periods, if any, within which, the price or prices
     of which and the other terms and conditions upon which such Securities may,
     pursuant to any optional or mandatory redemption provisions, be redeemed,
     in whole or in part, at the Company's option;

          (30) any restriction or condition on the transferability of Securities
     of a particular series;

          (31) the appointment of any paying agents, authenticating agents,
     transfer agents, registrars or other agents, if other than the Trustee;

          (32) any changes necessary to issue the Securities of any particular
     series in bearer form, registrable or not registrable as to principal, and
     with or without interest coupons; and


                                       17


          (33) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 901(5)).

     All Securities of such series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

SECTION 302. DENOMINATIONS.

     Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, any Securities of such series, other than
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President, its Chief Financial
Officer or one of its Vice Presidents, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     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 Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
forms or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

          (1) if the forms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 201, that such form
     have been established in conformity with the provisions of this Indenture;


                                       18


          (2) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (3) that such Securities when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles.

     If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner that
is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 301 and of the two preceding
paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraphs at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304. TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.


                                       19


     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of that series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and like
aggregate principal amount and tenor.

     Until exchanged in full as hereinafter provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept at an office or agency to be maintained
by the Company in accordance with Section 1002 a register (being the combined
register of the Security Registrar and all transfer agents designated pursuant
to Section 1002 for the purpose of registration of transfer of Securities and
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and the registration of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company maintained pursuant to Section 1002 for such
purpose in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount.

     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee or any transfer
agent) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the

                                       20


Company and the Security Registrar or any transfer agent duly executed, by the
Holder thereof or his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the mailing of notice of redemption of that series and
ending at the close of business on the day of the mailing of the relevant notice
of redemption, or (B) to register the transfer of or exchange any Security so
selected for redemption, in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

     Global Securities may not be exchanged, in whole or in part, for definitive
Securities, and no transfer of a Global Security, in whole or in part, may be
registered in the name of any Person other than the Depositary for the Global
Security or a nominee of the Depositary unless (i) the Depositary has notified
the Company that it is unwilling or unable to continue as Depositary for the
Global Security or has ceased to be qualified to act as Depositary unless the
Company has approved a successor Depositary within 90 days or (ii) the Company
determines that the Global Security will be so exchangeable or transferable.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may


                                       21


be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be given to each Holder of Securities of such series in the manner set
     forth in Section 106, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been so mailed,


                                       22


     such Defaulted Interest shall be paid to the Persons in whose names the
     Securities of such series (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following Clause (2).

          (2) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this Clause, such manner of payment shall be deemed practicable by the
     Trustee.

     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 305 and Section 307) any interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

SECTION 309. CANCELLATION.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

SECTION 310. COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.


                                       23


SECTION 311. CUSIP NUMBERS.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use) and, if so, the Trustee shall use such "CUSIP" numbers in
notices of redemption as a convenience to Holder; PROVIDED that 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 maybe 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. The Company will notify the
Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, and any right to receive additional
amounts, as provided in Section 1009), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

     (1) either

          (A) all Securities theretofore authenticated and delivered (other than
     Securities which have been destroyed, lost or stolen and which have been
     replaced or paid as provided in Section 306 and Securities for whose
     payment money has theretofore been deposited in trust or segregated and
     held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section 1003) have been
     delivered to the Trustee for cancellation; or

          (B) all such Securities not theretofore delivered to the Trustee for
     cancellation:

               (i) have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
          one year, or

               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company,

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds, money in an amount
     sufficient to pay and discharge the entire indebtedness on such Securities
     not theretofore delivered


                                       24


     to the Trustee for cancellation, for principal and any premium and interest
     to the date of such deposit (in the case of Securities which have become
     due and payable) or to the Stated Maturity or Redemption Date, as the case
     may be;

          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402. APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                   ARTICLE V

                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be 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):

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or,

          (2) default in the payment of the principal of or any premium on any
     Security of that series at its Maturity, upon redemption, acceleration or
     otherwise and (if so established as contemplated by Section 301 in respect
     of that series), in the case of technical or administrative difficulties
     only if such default persists for a period of five days; or


                                       25


          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Security of that series; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of series of Securities other than that
     series), and continuance of such default or breach for a period of 90 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of that series a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder or

          (5) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, of the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable Federal or State law, or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or the taking of corporate action by the Company in
     furtherance of any such action; or

          (6) any other Event of Default provided with respect to Securities of
     that series.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default (other than an Event of Default specified in Section
501(5)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
may declare the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 501(5) with respect to
Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of that series (or, if any Securities of that series are
Original Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof)


                                       26


shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, an Event of Default will be deemed waived if:

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

          (A) all overdue interest on all Securities of that series,

          (B) the principal of (and premium, if any, on) any Securities of that
     series which have become due otherwise than by such declaration of
     acceleration and any interest thereon at the rate or rates prescribed
     therefor in such Securities,

          (C) to the extent that payment of such interest is lawful, interest
     upon overdue interest at the rate or rates prescribed therefor in such
     Securities, and

          (D) all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel;

          and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Company covenants that if

          (1) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for a
     period of 30 days, or

          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any


                                       27


premium and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal and premium and on any
overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances, of the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem reasonably necessary
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; PROVIDED, HOWEVER,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.


                                       28


SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 607; and

     SECOND: To the payment of the amounts then due and unpaid for principal of
     and any premium and interest on the Securities in respect of which or for
     the benefit of which such money has been collected, ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on such Securities for principal and any premium and interest,
     respectively.

SECTION 507. LIMITATION ON SUITS.

     No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and


                                       29


          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
             AND INTEREST.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Sections 305 and
307) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder; then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from


                                       30


time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

SECTION 512. CONTROL BY HOLDERS.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, PROVIDED that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

SECTION 513. WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

          (1) in the payment of the principal of or any premium or interest on
     any Security of such series, or

          (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 514. 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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; PROVIDED that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

SECTION 515. WAIVER OF USURY, STAY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or


                                       31


advantage of, any usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which 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 covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, 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.

SECTION 602. NOTICE OF DEFAULTS.

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; PROVIDED,
HOWEVER, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 601:

          (1) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document (whether in its original or facsimile form) believed by it to be
     genuine and to have been signed or presented by the proper party or
     parties;

          (2) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order, and any
     resolution of the Board of Directors shall be sufficiently evidenced by a
     Board Resolution;

          (3) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any


                                       32


     action hereunder, the Trustee (unless other evidence be herein specifically
     prescribed) may, in the absence of bad faith on its part, rely upon an
     Officers' Certificate;

          (4) the Trustee may consult with counsel of its own selection and the
     written advice of such counsel or any Opinion of Counsel shall be full and
     complete authorization and protection in respect of any action taken,
     suffered or omitted by it hereunder in good faith and in reliance thereon;

          (5) 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 reasonable security or Indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction;

          (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may 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;

          (7) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.


                                       33


SECTION 606. MONEY HELD IN TRUST.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

     The Company agrees

          (1) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as shall be determined to have been caused by its
     own negligence or bad faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss, liability, claim, damage or expense incurred without negligence or
     bad faith on its part, arising out of or in connection with the acceptance
     or administration of the trust or trusts hereunder, including the costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.

SECTION 608. CONFLICTING INTERESTS.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office
in Atlanta, Georgia. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect


                                       34


to the Securities of any series shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

     If at any time:

          (1) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

     If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any


                                       35


particular series) and shall comply with the applicable requirements of Section
611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders of Securities of such series and accepted appointment in the manner
required by Section 611, any Holder who has been a bona tide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

     In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall


                                       36


constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of Section 311 of the Trust Indenture Act, but only to the extent
therein specified, regarding the collection of claims against the Company (or
any such other obligor). For purposes of Section 311(b)(4) and (6) of such Act,
the following terms shall mean:

     (a) "cash transaction" means any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and


                                       3


     (b) "self-liquidating paper" means any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the Company for
the purpose of financing the purchase, processing, manufacturing, shipment,
storage or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, PROVIDED the security
is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall he a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, PROVIDED such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the


                                       38


Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment in the manner provided in Section 106 to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.


                                       AS TRUSTEE

                                       By:
                                           -------------------------------------
                                           AS AUTHENTICATING AGENT

                                       By:
                                           -------------------------------------
                                           AUTHORIZED OFFICER


     If all of the Securities of a series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

                                  ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

     The Company will furnish or cause to be furnished to the Trustee


                                       39


          (1) semi-annually, not later than 15 days after each Regular Record
     Date or in the case of any series of Securities on which semi-annual
     interest is not payable, not more than 15 days after such semi-annual dates
     specified by the Trustee, a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Securities
     of each series as of the Regular Record Date or such semi-annual date, as
     the case may be, and

          (2) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange or
delisted therefrom.

SECTION 704. REPORTS BY COMPANY.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to


                                       40


the Trust Indenture Act; PROVIDED that any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission.

                                  ARTICLE VIII

                       CONSOLIDATION, MERGER, ASSIGNMENT,
                          CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     The Company shall not consolidate with or merge into any other Person or
assign, convey, transfer or lease its properties and assets substantially as an
entirety to any Person (other than a direct or indirect wholly-owned subsidiary
of the Company), unless:

          (1) the Company is the surviving corporation or, in case the Company
     shall consolidate with or merge into another Person or convey, transfer or
     lease its properties and assets substantially as an entirety to any Person,
     the Person formed by such consolidation or into which the Company is merged
     or the Person which acquires by conveyance or transfer, or which leases,
     the properties and assets of the Company substantially as an entirety shall
     be a corporation, partnership or trust, organized and validly existing
     under the laws of the United States of America, any State thereof or the
     District of Columbia and shall expressly assume, by an indenture
     supplemental hereto, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment of the principal
     of and any premium and interest (including all additional amounts, if any
     payable pursuant to Section 1009) on all the Securities and the performance
     or observance of every covenant of this Indenture on the part of the
     Company to be performed or observed;

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or any
     Subsidiary as a result of such transaction as having been incurred by the
     Company or such Subsidiary at the time of such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing; and

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

SECTION 802. SUCCESSOR SUBSTITUTED.

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person


                                       41


formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants, agreements and
     obligations of the Company herein and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company; or

          (3) to add to or change any of the provisions of this Indenture to
     provide that bearer securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal of or any
     premium or interest on bearer securities, to permit bearer securities to be
     issued in exchange for registered Securities, to permit bearer securities
     to be issued in exchange for bearer securities of other authorized
     denominations or to permit or facilitate the issuance of Securities in
     uncertificated form, PROVIDED that any such action shall not adversely
     affect the interests of the Holders of the Securities of any series or any
     related coupons in any material respect; or

          (4) to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such additional Events
     of Default are to be for the benefit of less than all series of Securities,
     stating that such additional Events of Default are expressly being included
     solely for the benefit of such series); or

          (5) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, PROVIDED that any
     such addition, change or elimination (A) shall neither (i) apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor


                                       42


     (ii) modify the rights of the Holder of any such Security with respect to
     such provision or (B) shall become effective only when there is no such
     Security Outstanding; or

          (6) to convey, transfer, assign, mortgage or pledge any property to or
     with the Trustee or to surrender any right or power conferred upon us under
     this Indenture; or

          (7) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (8) to provide for uncertificated securities in addition to
     certificated securities; or

          (9) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611; or

          (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture, PROVIDED that such action pursuant
     to this Clause (10) shall not adversely affect the interests of the Holders
     of Securities of any series in any material respect; or

          (11) to supplement any provisions of this Indenture necessary to
     defease and discharge the Securities of any series, PROVIDED that such
     action does not adversely affect the interests of the Holders of the
     Securities in any material respect; or

          (12) to comply with the rules or regulations of any securities
     exchange or automated quotation system on which any Securities are listed
     or traded; or

          (13) to add, change or eliminate any provisions of this Indenture in
     accordance with any amendments to the Trust Indenture Act, PROVIDED that
     the action does not adversely affect the rights or interests of any Holders
     of Securities.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of not less than 50% in aggregate principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; PROVIDED, HOWEVER,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


                                       43


          (1) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or change any obligation of the Company to pay
     additional amounts pursuant to Section 1009 (except as contemplated by
     Section 801(1) and permitted by Section 901(1)), or reduce the amount of
     the principal of an Original Issue Discount Security or any other Security
     which would be due and payable upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 502, or change the coin or currency in
     which, any Security or any premium or interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

          (3) make any change that adversely affects the right to convert or
     exchange any Security or decreases the conversion or exchange rate or
     increases the conversion price of any convertible or exchangeable Security,
     or

          (4) modify any of the provisions of this Section, Section 513 or
     Section 1009, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; PROVIDED, HOWEVER, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1008, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611 and 901(9).

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental


                                       44


indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's owner's rights, duties or immunities under this Indenture
or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE X

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company covenants and agrees for the benefit of Holders of each series
of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain in each Place of Payment for any series an office
or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency in respect of any
series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the same


                                       45


as its agent to receive such respective presentations, surrenders, notices and
demands. The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal and any premium or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (1) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof,


                                       46


and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

SECTION 1005. EXISTENCE.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the ability of the
Company to make payments hereunder.

SECTION 1006. MAINTENANCE OF PROPERTIES.

     The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the ability of the Company to make payments hereunder.

SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all lawful claims
for labor, materials and supplies which, if


                                       47


unpaid, might by law become a lien upon the property of the Company or any
Subsidiary; PROVIDED, HOWEVER, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith.

SECTION 1008. WAIVER OF CERTAIN COVENANTS.

     Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Company may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision or condition
set forth in any covenant provided pursuant to Section 301(22), 901(2) or 901(7)
for the benefit of the Holders of such series if before the time for such
compliance the Holders of at least 50% in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

SECTION 1009. ADDITIONAL AMOUNTS.

     If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of such series
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts provided
for in this Section to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding additional amounts
in those provisions hereof where such express mention is not made.

     If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Payment Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying


                                       48


Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with
this Article.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed (unless all of the Securities of a
specified tenor are to be redeemed). In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to
an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by lot, from the Outstanding Securities of such series not
previously called for redemption, and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal amount
of global securities of such series. If less than all of the Securities of such
series and of a specified tenor are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series and specified
tenor not previously called for redemption in accordance with the preceding
sentence. If so specified in the Securities of a series, partial redemptions
must be in an amount not less than $1,000,000 principal amount of Securities.


                                       49


     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

     Notice of redemption shall be given in the manner provided in Section 106
to the Holders of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

          (3) if less than all the Outstanding Securities of any series
     consisting of more than a single Security are to be redeemed, the
     identification (and, in the case of partial redemption of any such
     Securities, the principal amounts) of the particular Securities to be
     redeemed and, if less than all the Outstanding Securities of any series
     consisting of a single Security are to be redeemed, the principal amount of
     the particular Security to be redeemed,

          (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price,

          (6) that the redemption is for a sinking fund, if such is the case,
     and

          (7) applicable CUSIP numbers, if any.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.


                                       50


     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; PROVIDED, HOWEVER, that, unless otherwise specified as
contemplated by Section 301, installments of interests on Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

SECTION 1107. SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


                                       51


                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities is herein referred to as a "mandatory sinking fund payment", and
any payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an "optional sinking fund payment". If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; PROVIDED that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior (unless a shorter period shall be satisfactory
to the Trustee) to each sinking fund payment date for any Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for such Securities pursuant to
the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 15 nor more than 45 days prior to each such sinking fund payment date, the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


                                       52


                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

     The Company may at its option, at any time elect to have either Section
1302 or Section 1303 applied to the Outstanding Securities of any series upon
compliance with the conditions set forth below in this Article Thirteen.

SECTION 1302. DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise of the option provided in Section 1301
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities of any series on
the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of the Securities of such series to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on the Securities of such series when such payments are
due, (B) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article Thirteen. Subject
to compliance with this Article Thirteen, the Company may exercise its option
under this Section 1302 notwithstanding the prior exercise of its option under
Section 1303.

SECTION 1303. COVENANT DEFEASANCE.

     Upon the Company's exercise of the option provided in Section 1301
applicable to this Section, (i) the Company shall be released from its
obligations with respect to the Securities of such Series under Section 801,
Sections 1005 through 1009, inclusive, and any covenants provided pursuant to
Section 301(22), 901(2) or 901(9) for the benefit of the Holders of such
Securities and (ii) the occurrence of an event specified in Sections 501(3) or
(4) shall not be deemed to be an Event of Default on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance").
For this purpose, such covenant defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or clause whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
clause or by reason of any reference in any such Section or clause to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.


                                       53


         SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

     The following shall be the conditions to application of either Section 1302
or Section 1303 to the then Outstanding Securities of any series:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 609 who shall agree to comply with the provisions of this
     Article Thirteen applicable to it) as trust funds in trust for the purpose
     of making the following payments specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities of such
     series, (A) money in an amount, or (B) Government Obligations which through
     the scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in an amount, or (C) a combination thereof,
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay and discharge, and which shall be applied by the
     Trustee (or other qualifying trustee) to pay and discharge, the principal
     of, premium, if any, and each installment of interest on the Securities on
     the Stated Maturity of such principal or installment of interest in
     accordance with the terms of this Indenture and of the Securities of such
     series. For this purpose, "Government Obligations" means, with respect to
     any series of Securities, securities that are (x) direct obligations of the
     government that issued the currency in which such series is denominated
     (or, if such series is denominated in euro, the direct obligations of any
     government that is a member of the European Monetary Union) for the payment
     of which its full faith and credit is pledged or (y) obligations of a
     Person controlled or supervised by and acting as an agency or
     instrumentality of such government the payment of which is unconditionally
     guaranteed as a full faith and credit obligation by such government, which,
     in either case, are not callable or redeemable at the option of the issuer
     thereof and shall also include a depositary receipt issued by a bank (as
     defined in Section 3(a)(2) of the Securities Act) as custodian with respect
     to any Government Obligation where the relevant government is the United
     States of America or a specific payment of principal of or interest on any
     such Government Obligation held by such custodian for the account of the
     holder of such depositary receipt, PROVIDED that (except as required by
     law) such custodian is not authorized to make any deduction from the amount
     payable to the holder of such depository receipt from any amount received
     by the custodian in respect of the such Government Obligation or the
     specific payment of principal of or interest on such Government Obligation
     evidenced by such depository receipt.

          (2) In the event of an election to have Section 1302 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an opinion of Counsel stating that (x)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since the date of this Indenture there has
     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such opinion shall confirm that, the
     Holders of the Outstanding Securities of such series will not recognize
     gain or loss for Federal income tax purposes as a result of such deposit,
     defeasance and discharge and will be subject to


                                       54


     Federal income tax on the same amount, in the same manner and at the same
     times as would have been the case if such deposit, defeasance and discharge
     had not occurred.

          (3) In the event of an election to have Section 1303 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect the
     that Holders of the Outstanding Securities of such series will not
     recognize gain or loss for Federal income tax purposes as a result of such
     deposit and covenant defeasance and will be subject to Federal income tax
     on the same amount, in the same manner and at the same times as would have
     been the case if such deposit and covenant defeasance had not occurred.

          (4) The Company shall have delivered to the Trustee an Officer's
     Certificate to the effect that the Securities of such series, if then
     listed on any securities exchange, will not be delisted as a result of such
     deposit.

          (5) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit or, insofar as subsections 501(6) and (7) are concerned, at any
     time during the period ending on the 90th day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period).

          (6) Such defeasance or covenant defeasance shall not cause the Trustee
     to have a conflicting interest as defined in Section 608 and for purposes
     of the Trust Indenture Act with respect to any securities of the Company.

          (7) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, any other agreement
     or instrument to which the Company is a party or by which it is bound.

          (8) The Company shall have delivered to the Trustee and Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1302
     or the covenant defeasance under Section 1303 (as the case may be) have
     been complied with.

          (9) Such defeasance or covenant defeasance shall not result in the
     trust arising from such deposit constituting an investment company as
     defined in the Investment Company Act, or such trust shall be qualified
     under such act or exempt from regulation thereunder.

SECTION 1305. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
              OTHER MISCELLANEOUS PROVISIONS.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively, for purposes of this Section 1305, as the "Trustee")) pursuant to
Section 1304 in respect of the Securities of such series shall be held in trust
and


                                       55


applied by the Trustee, in accordance with the provisions of such Securities of
such series and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of the Securities of such series, of all
sums due and to become due thereon in respect of principal (and premium, if any)
and interest, but such money need not be segregated from other funds except to
the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1304 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities.

     Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall delivered or pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
1304 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance.

SECTION 1306. REINSTATEMENT.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1302 or 1303 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Thirteen until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1302 or 1303; PROVIDED, HOWEVER, that if the Company makes any payment of
principal of (and premium, if any) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of the Securities of such series to receive such payment from the
money held by the Trustee or the Paying Agent.

                                  ARTICLE XIV

                             [INTENTIONALLY OMITTED]


                                   ARTICLE XV

                        MEETING OF HOLDERS OF SECURITIES

SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

     A meeting of Holders of Securities of any or all series of Securities may
be called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be made, given to taken by
Holders of Securities of such series.


                                       56


SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS.

          (1) The Trustee may at any time call a meeting of Holders of
     Securities of any series for any purposes specified in Section 1501, to be
     held at any such time and at such place as the Trustee shall determine.
     Notice of every meeting of Holders of Securities of any series, setting
     forth the time and the place of such meeting and in general terms the
     action proposed to be taken at such meeting, shall be given, in the manner
     provided in Section 106, not less than 21 nor more than 180 days prior to
     the date fixed for the meeting.

          (2) In case at any time the Company, pursuant to a Board Resolution,
     or the Holders of at least 25% in principal amount of the Outstanding
     Securities of any series shall have requested the Trustee to call a meeting
     of the Holders of Securities of such series for any purpose specified in
     Section 1501, by written request setting forth in reasonable detail the
     action proposed to be taken at the meeting, and the Trustee shall not have
     made the first publication of the notice of such meeting within 21 days
     after receipt of such request or shall not thereafter proceed to cause the
     meeting to be held as provided herein, then the Company or the Holders of
     Securities of such series in the amount above specified, as the case may
     be, may determine the time and the place in the Borough of Manhattan, the
     City of New York, or in London for such meeting and may call such meeting
     for such purposes by giving notice thereof as provided in subsection (a) of
     this Section.

SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS.

     Upon the calling of a meeting of Holders with respect to the Securities of
a series all or part of which are represented by a Security, a record date shall
be established for determining Holders of Outstanding Securities of such series
entitled to vote at such meeting, which record date shall be the close of
business on the day the notice of the meeting of Holders is given in accordance
with Section 1502. The Holders on such record date, and their designated
proxies, and only such Persons, shall be entitled to vote at such meeting of
Holders. To be entitled to vote at any meeting of Holders, a Person shall (a) be
a Holder of one or more Securities or (b) be a Person appointed by an instrument
in writing as proxy by a Holder of one or more Securities; PROVIDED, HOWEVER,
that in the case of any meeting of Holders with respect to the Securities of a
series all or part of which are represented by a Security, only Holders, or
their designated proxies, of record on the record date established pursuant to
Section 1503 hereof shall be entitled to vote at such meeting. The only Persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 1504. QUORUM; ACTION.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; PROVIDED, HOWEVER, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not


                                       57


less than 50% in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote 50% in principal amount of the Outstanding Securities
of such series shall constitute a quorum. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

     Except as limited by the proviso to the first paragraph of Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of that
series; PROVIDED, HOWEVER, that, except as limited by the proviso to the first
paragraph of Section 902, any resolution with respect to any consent or waiver
which this Indenture expressly provides may be given by the Holders of not less
than 50% in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly convened and at which a quorum
is present as aforesaid only by the affirmative vote of the Holders of 50% in
principal amount of the Outstanding Securities of that series; and PROVIDED,
FURTHER, that, except as limited by the proviso to the first paragraph of
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or any adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
              MEETINGS.

          (1) Notwithstanding any other provisions of this Indenture, the
     Trustee may make such reasonable regulations as it may deem advisable for
     any meeting of Holders of Securities of a series in regard to proof of the
     holding of Securities of such series in regard to proof of the holding of
     Securities of such series and of the appointment of proxies and in regard
     to the appointment and duties of inspectors of votes, the submission and
     examination of proxies, certificates and other evidence of the right to
     vote, and such


                                       58


     other matters concerning the conduct of the meeting as is shall deem
     appropriate. Except as otherwise permitted or required by any such
     regulations, the holding of Securities shall be proved in the manner
     specified in Section 104 and the appointment of any proxy shall be proved
     in the manner specified in Section 104 or by having the signature of the
     person executing the proxy witnessed or guaranteed by any trust company,
     bank or banker authorized by Section 104. Such regulations may provide that
     written instruments appointing proxies, regular on their face, may be
     presumed valid and genuine without the proof specified in Section 104 or
     other proof.

          (2) The Trustee shall, by an instrument in writing, appoint a
     temporary chairman of the meeting, unless the meeting shall have been
     called by the Company or by Holders of Securities as provided in Section
     1502(b), in which case the Company or the Holders of Securities of the
     series calling the meeting, as the case may be, shall in like manner
     appoint a temporary chairman. A permanent chairman and a permanent
     secretary of the meeting shall be elected by vote of the Persons entitled
     to vote a majority in principal amount of the Outstanding Securities of
     such series represented at the meeting.

          (3) At any meeting each Holder of a Security of such series or proxy
     shall be entitled to one vote for each $1,000 principal amount of the
     Outstanding Securities of such series held or represented by him; PROVIDED,
     HOWEVER, that no vote shall be cast or counted at any meeting in respect of
     any Security challenged as not Outstanding and ruled by the chairman of the
     meeting to be not Outstanding. The chairman of the meeting shall have no
     right to vote, except as a Holder of a Security of such series or proxy.

          (4) Any meeting of Holders of Securities of any series duly called
     pursuant to Section 1502 at which a quorum is present may be adjourned from
     time to time by Persons entitled to vote a majority in principal amount of
     the Outstanding Securities of such series represented at the meeting; and
     the meeting may be held as so adjourned without further notice.

SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and


                                       59


another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.


                                       RITE AID CORPORATION


                                       Attest:
                                               ---------------------------------

                                               By:
                                                   -----------------------------



                                       BNY MIDWEST TRUST COMPANY



                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       60


                                    EXHIBIT A
                                    ---------

                       FORM OF FACE OF REGISTERED SECURITY


No.                                                       $
    --------------

     Rite Aid Corporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________________ , or registered assigns, the principal sum
of __________________ Dollars on _____________________ . The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or -more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be
the__________ or _________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

     [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT] -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.

     Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in _________, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by (i) check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; or (ii) wire
transfer in immediately available funds to the place and account designated in
writing by the Person entitled to such payment as specified in the Security
Register.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                    Exh. A-1


     Unless the certificate of authentication hereof has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:




                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                    Exh. A-2


                                   EXHIBIT A1
                                   ----------

                           FORM OF REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _______________ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and ___________, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee[, the holders of Senior Debt] and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. [This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $____________.]

     [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [IF APPLICABLE, INSERT --
(1) on _______________ in any year commencing with the year _____________ and
ending with the year _____________ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [IF APPLICABLE, INSERT -- (1) on or after ______________ ,
20__], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [IF APPLICABLE, INSERT -- on or before _________________ %, and if
redeemed] during the 12-month period beginning ______________ of the years
indicated,


    Year          Redemption Price          Redemption Year          Price
-------------  ----------------------    ---------------------    -----------





and thereafter at a Redemption Price equal to ________% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ______________in
any year commencing with the year ____________and ending with the year o through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [IF
APPLICABLE, INSERT -- on or after______________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through




                                   Exh. A1-1


operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
_____________of the years indicated,

                 Redemption Price For           Redemption Price For Redemption
         Redemption Through Operation of the        Otherwise Than Through
  Year               Sinking Fund                Operation of the Sinking Fund
-------  -----------------------------------    -------------------------------






and thereafter at a Redemption Price equal to _____________% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company may
not, prior to __________________redeem any Securities of this series as
contemplated by [IF APPLICABLE, INSERT -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than __________% per annum.]

     [IF APPLICABLE, INSERT -- The sinking fund for this series provides for the
redemption on . . . . . . . . . . in each year beginning with the year
___________ and ending with the year _______ of [IF APPLICABLE, INSERT -- not
less than $_________ ("mandatory sinking fund") and not more than] $___________
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [IF
APPLICABLE, INSERT -- mandatory] sinking fund payments may be credited against
subsequent [IF APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise
required to be made [IF APPLICABLE, INSERT -- , in the inverse order in which
they become due].]

     [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of-this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

     [IF APPLICABLE, INSERT -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]


                                   Exh. A1-2


     [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [IF THE Security IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to --INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt- of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.


                                   Exh. A1-3


     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $ __________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                   Exh. A1-4


                                   EXHIBIT B1
                                   ----------

                         FORM OF CERTIFICATE TO BE GIVEN
                      BY BENEFICIAL OWNER OF INTEREST IN A
                            TEMPORARY GLOBAL SECURITY

                                    [ISSUER]
                              [Title of Securities]
                               (the "Securities")

     This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source (a
"United States Person(s)"), (ii) are owned by United States Person(s) that are
(A) foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12 (c)(1)(v)) ("Financial Institutions")
purchasing for their own account or for resale, or (B) United States Person(s)
who acquired the Securities through the foreign branches of United States
Financial Institutions and who hold the Securities through such United States
Financial Institutions on the date hereof (and in either case (A) or (B), each
such United States Financial Institution hereby agrees, on its own behalf or
through its agent, to comply with the requirements of Section 165(j) (3) (A),
(B) or, (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
Financial Institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in
addition if the owner of the Securities is a United States or foreign, Financial
Institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) this is to further certify that such Financial Institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States Person(s) or to a person within the United States or its
possessions.

     If the Securities are of the category contemplated in Section 230.903(c)(3)
of Regulation S under the Securities Act of 1933, as amended (the "Act") then
this is also to certify that, except as set forth below (i) in the case of debt
securities, the Securities are beneficially owned by (a) non-U.S. Person(s) or
(b) U. S. Person(s) who purchased the Securities in transactions which did not
require registration under the Act: or (ii) in the case of equity securities,
the Securities are owned by (x) non-U.S. Person(s) and such persons are not
acquiring the Securities for the account or benefit of U. S. Person(s) or (y) U.
S. Person(s) who purchased the securities in a transaction which did not require
registration under the Act. If this certification is being delivered in
connection with the exercise of warrants pursuant to Section 230.902(m) of
Regulation S under the Act, then this is further to certify that, except as set
forth below, the Securities are being exercised by and on behalf of non-U.S.
Person(s). As used in this paragraph the term "U.S. Person(s)" has the meaning
given to it by Regulation S under the Act.


                                   Exh. B1-1


     As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

     We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the Securities held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

     This certificate excepts and does not relate to [] of such interest in the
above Securities in respect of which we are not able to certify and as to which
we understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do
so certify.

     We understand that this certificate is required in connection with certain
tax laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certification to any interested party
in such proceedings.

(1) Dated:  ________________,200__



                                       NAME OF PERSON MAKING CERTIFICATION


                                       By:
                                           ------------------------------------





--------
(1)  To be dated no earlier than the fifteenth day prior to the Certification
     Date.


                                   Exh. B1-2






================================================================================
                                                                    EXHIBIT 4.12


                              RITE AID CORPORATION

                                       TO

                            BNY MIDWEST TRUST COMPANY


                                    INDENTURE

                            DATED AS OF        , 2005


                          SUBORDINATED DEBT SECURITIES

================================================================================





                       Certain Sections of This Indenture
                      Relating to Sections 310 Through 318,
                 Inclusive, of The Trust Indenture Act of 1939:
                 ----------------------------------------------

TRUST INDENTURE
INDENTURE SECTION                                                    ACT SECTION
-----------------                                                    -----------
     ss. 310(a)(1).........................................................609
            (a)(2).........................................................609
            (a)(3)..............................................Not Applicable
            (a)(4)..............................................Not Applicable
            (b).......................................................608, 610
     ss. 311(a)............................................................613
            (b)............................................................613
     ss. 312(a)............................................................701
            ...............................................................702
            (b)............................................................702
            (c)............................................................702
     ss. 313(a)............................................................703
            (b)............................................................703
            (c)............................................................703
            (d)............................................................703
     ss. 314(a)............................................................704
            (a)(4).........................................................101
            ..............................................................1004
            (b).................................................Not Applicable
            (c)(1).........................................................102
            (c)(2).........................................................102
            (c)(3)..............................................Not Applicable
            (d).................................................Not Applicable
            (e)............................................................102
     ss. 315(a)............................................................601
            (b)............................................................602
            (c)............................................................601
            (d)............................................................601
            (e)............................................................514
     ss. 316(a)............................................................101
            (a)(1)(A).................................................502, 512
            (a)(1)(B)......................................................513
            (a)(2)..............................................Not Applicable
            (b)............................................................508
            (c)............................................................104
     ss. 317(a)(l).........................................................503
            (a)(2).........................................................504
            (b)...........................................................1003
     ss. 318(a)............................................................107


NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.


                                       i


                                TABLE OF CONTENTS
                                -----------------



                                                                                                         Page
                                                                                                         ----

                                    ARTICLE I
                                   DEFINITIONS

SECTION 101.    DEFINITIONS.................................................................................1
SECTION 102.    COMPLIANCE CERTIFICATES AND OPINIONS........................................................8
SECTION 103.    FORM OF DOCUMENTS DELIVERED TO TRUSTEE......................................................9
SECTION 104.    ACTS OF HOLDERS; RECORD DATES...............................................................9
SECTION 105.    NOTICES, ETC., TO TRUSTEE AND COMPANY......................................................11
SECTION 106.    NOTICE TO HOLDERS; WAIVER..................................................................11
SECTION 107.    CONFLICT WITH  TRUST INDENTURE ACT.........................................................12
SECTION 108.    EFFECT OF HEADINGS AND TABLE OF CONTENTS...................................................12
SECTION 109.    SUCCESSORS AND ASSIGNS.....................................................................12
SECTION 110.    SEPARABILITY CLAUSE........................................................................12
SECTION 111.    BENEFITS OF INDENTURE......................................................................12
SECTION 112.    GOVERNING LAW..............................................................................13
SECTION 113.    LEGAL HOLIDAYS.............................................................................13
SECTION 114.    LANGUAGE OF NOTICES, ETC...................................................................13

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 201.    FORMS GENERALLY............................................................................13
SECTION 202.    FORM OF LEGEND FOR GLOBAL SECURITIES.......................................................14
SECTION 203.    FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION............................................14
SECTION 204.    SECURITIES IN GLOBAL FORM..................................................................14

                                   ARTICLE III
                                 THE SECURITIES

SECTION 301.    AMOUNT UNLIMITED; ISSUABLE IN SERIES.......................................................15
SECTION 302.    DENOMINATIONS..............................................................................19
SECTION 303.    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.............................................19
SECTION 304.    TEMPORARY SECURITIES.......................................................................20
SECTION 305.    REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE........................................21
SECTION 306.    MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES...........................................22
SECTION 307.    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.............................................23
SECTION 308.    PERSONS DEEMED OWNERS......................................................................24
SECTION 309.    CANCELLATION...............................................................................24
SECTION 310.    COMPUTATION OF INTEREST....................................................................24
SECTION 311.    CUSIP NUMBERS..............................................................................25


                                       ii


                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 401.    SATISFACTION AND DISCHARGE OF INDENTURE....................................................25
SECTION 402.    APPLICATION OF TRUST MONEY.................................................................26

                                    ARTICLE V
                                    REMEDIES

SECTION 501.    EVENTS OF DEFAULT..........................................................................26
SECTION 502.    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.........................................27
SECTION 503.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE............................28
SECTION 504.    TRUSTEE MAY FILE PROOFS OF CLAIM...........................................................29
SECTION 505.    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES................................30
SECTION 506.    APPLICATION OF MONEY COLLECTED.............................................................30
SECTION 507.    LIMITATION ON SUITS........................................................................30
SECTION 508.    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST..................31
SECTION 509.    RESTORATION OF RIGHTS AND REMEDIES.........................................................31
SECTION 510.    RIGHTS AND REMEDIES CUMULATIVE.............................................................31
SECTION 511.    DELAY OR OMISSION NOT WAIVER...............................................................31
SECTION 512.    CONTROL BY HOLDERS.........................................................................32
SECTION 513.    WAIVER OF PAST DEFAULTS....................................................................32
SECTION 514.    UNDERTAKING FOR COSTS......................................................................32
SECTION 515.    WAIVER OF USURY, STAY OR EXTENSION LAWS....................................................33

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 601.    CERTAIN DUTIES AND RESPONSIBILITIES........................................................33
SECTION 602.    NOTICE OF DEFAULTS.........................................................................33
SECTION 603.    CERTAIN RIGHTS OF TRUSTEE..................................................................33
SECTION 604.    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.....................................34
SECTION 605.    MAY HOLD SECURITIES........................................................................34
SECTION 606.    MONEY HELD IN TRUST........................................................................35
SECTION 607.    COMPENSATION AND REIMBURSEMENT.............................................................35
SECTION 608.    CONFLICTING INTERESTS......................................................................35
SECTION 609.    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY....................................................35
SECTION 610.    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..........................................36
SECTION 611.    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.....................................................37
SECTION 612.    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS................................38


                                      iii


SECTION 613.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..........................................38
SECTION 614.    APPOINTMENT OF AUTHENTICATING AGENT........................................................39

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..................................41
SECTION 702.    PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.....................................41
SECTION 703.    REPORTS BY TRUSTEE.........................................................................41
SECTION 704.    REPORTS BY COMPANY.........................................................................42

                                  ARTICLE VIII
                       CONSOLIDATION, MERGER, ASSIGNMENT,
                          CONVEYANCE, TRANSFER OR LEASE

SECTION 801.    COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.......................................42
SECTION 802.    SUCCESSOR SUBSTITUTED......................................................................43

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 901.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.........................................43
SECTION 902.    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS............................................44
SECTION 903.    EXECUTION OF SUPPLEMENTAL INDENTURES.......................................................46
SECTION 904.    EFFECT OF SUPPLEMENTAL INDENTURES..........................................................46
SECTION 905.    CONFORMITY WITH TRUST INDENTURE ACT........................................................46
SECTION 906.    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.........................................46

                                    ARTICLE X
                                    COVENANTS

SECTION 1001.   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.................................................46
SECTION 1002.   MAINTENANCE OF OFFICE OR AGENCY............................................................47
SECTION 1003.   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..........................................47
SECTION 1004.   STATEMENT BY OFFICERS AS TO DEFAULT........................................................48
SECTION 1005.   EXISTENCE..................................................................................48
SECTION 1006.   MAINTENANCE OF PROPERTIES..................................................................48
SECTION 1007.   PAYMENT OF TAXES AND OTHER CLAIMS..........................................................49
SECTION 1008.   WAIVER OF CERTAIN COVENANTS................................................................49
SECTION 1009.   ADDITIONAL AMOUNTS.........................................................................49


                                       iv


                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

SECTION 1101.   APPLICABILITY OF ARTICLE...................................................................50
SECTION 1102.   ELECTION TO REDEEM; NOTICE TO TRUSTEE......................................................50
SECTION 1103.   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..........................................51
SECTION 1104.   NOTICE OF REDEMPTION.......................................................................51
SECTION 1105.   DEPOSIT OF REDEMPTION PRICE................................................................52
SECTION 1106.   SECURITIES PAYABLE ON REDEMPTION DATE......................................................52
SECTION 1107.   SECURITIES REDEEMED IN PART................................................................53

                                   ARTICLE XII
                                  SINKING FUNDS

SECTION 1201.   APPLICABILITY OF ARTICLE...................................................................53
SECTION 1202.   SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES......................................53
SECTION 1203.   REDEMPTION OF SECURITIES FOR SINKING FUND..................................................53

                                  ARTICLE XIII
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.   COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE...............................54
SECTION 1302.   DEFEASANCE AND DISCHARGE...................................................................54
SECTION 1303.   COVENANT DEFEASANCE........................................................................54
SECTION 1304.   CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE............................................55
SECTION 1305.   DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
                MISCELLANEOUS PROVISIONS...................................................................57
SECTION 1306.   REINSTATEMENT..............................................................................57

                                   ARTICLE XIV
                           SUBORDINATION OF SECURITIES

SECTION 1401.   SECURITIES SUBORDINATE TO SENIOR DEBT......................................................58
SECTION 1402.   PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.............................................58
SECTION 1403.   DEFAULT ON SENIOR DEBT.....................................................................59
SECTION 1404.   SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT............................................60
SECTION 1405.   PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS................................................60
SECTION 1406.   TRUSTEE TO EFFECTUATE SUBORDINATION........................................................60
SECTION 1407.   TRUST MONIES NOT SUBORDINATED..............................................................60
SECTION 1408.   NO WAIVER OF SUBORDINATION PROVISIONS......................................................61
SECTION 1409.   NOTICE TO TRUSTEE..........................................................................61
SECTION 1410.   RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.............................62
SECTION 1411.   TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT...........................................62
SECTION 1412.   RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT; PRESERVATION OF TRUSTEE'S RIGHTS...............63


                                       v


SECTION 1413.   ARTICLE APPLICABLE TO PAYING AGENTS........................................................63
SECTION 1414.   CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT............................................63
SECTION 1415.   DEFEASANCE OF THIS ARTICLE FOURTEEN........................................................63

                                   ARTICLE XV
                        MEETING OF HOLDERS OF SECURITIES

SECTION 1501.   PURPOSES FOR WHICH MEETINGS MAY BE CALLED..................................................64
SECTION 1502.   CALL, NOTICE AND PLACE OF MEETINGS.........................................................64
SECTION 1503.   PERSONS ENTITLED TO VOTE AT MEETINGS.......................................................64
SECTION 1504.   QUORUM; ACTION.............................................................................65
SECTION 1505.   DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS........................66
SECTION 1506.   COUNTING VOTES AND RECORDING ACTION OF MEETINGS............................................66



                                       vi


     INDENTURE, dated as of     , 2005 between Rite Aid Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), and BNY Midwest Trust Company, as Trustee, a
national banking association (herein called the "Trustee").

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), which may be convertible into or exchangeable for any
securities of any persons (including the Company), to be issued in one or more
series as in this Indenture provided.

     All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of Series thereof, as follows:

                                   ARTICLE I

                                   DEFINITIONS

SECTION 101. DEFINITIONS.

     For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;

          (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with United States generally
     accepted accounting principles, the term "generally accepted accounting
     principles" with respect to any computation required or permitted hereunder
     shall mean such accounting principles as are generally accepted as
     consistently applied by the Company at the date of such computation;

          (4) unless the context otherwise requires, any reference to an
     "Article", a "Section" or an "Exhibit" refers to an Article, a Section or
     an Exhibit, as the case may be, of or to this Indenture; and



          (5) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

     Certain terms, used principally in Article Six and Article Thirteen, are
defined in those Articles.

     "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified 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.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Authorized Newspaper" means a newspaper, in the English language or in an
official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

     "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", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

     "Commission" means the United States Securities and Exchange Commission,
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument the United States Securities and
Exchange 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.


                                       2


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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President, its Chief Financial Officer, or any Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered which,
as of the date hereof, is located at       Attn: Corporate Trust
Administration.

     "corporation" means a corporation, association, company, limited liability
company, joint-stock company or business trust.

     "Covenant Defeasance" has the meaning specified in Section 1303.

     "Debt" means (i) all indebtedness for borrowed money and indebtedness
evidenced by securities, debentures, bonds or other similar instruments issued
by the Company including obligations incurred in connection with the acquisition
of property, assets or businesses; (ii) all of the Company's capital lease
obligations; (iii) any of our obligations as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles; (iv) all of the Company's obligations for the
reimbursement on any letter of credit, banker's acceptance or other similar
instruments, or related reimbursement obligations; (v) all of the Company's
obligations in respect of interest rate swap, cap or other agreements, interest
rate future or options contracts, currency swap agreements, currency future or
option contracts and other similar agreements; (vi) all obligations of the types
referred to above of other persons for the payment of which the Company is
responsible or liable as obligor, guarantor or otherwise; (vii) all obligations
of the types referred to above of other persons secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company); PROVIDED that, if recourse with respect to the obligation in
limited to the asset, the amount of the debt will be limited to the lesser of
fair market value of the asset or the amount of the indebtedness; and (viii) all
obligations to pay the deferred purchase price of property or services, except
Trade Payables.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Defeasance" has the meaning specified in Section 1302.

     "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 301, which shall initially be The
Depositary Trust Company.

     "Event of Default" has the meaning specified in Section 501.


                                       3


     "Exchange Act" means the United States Securities Exchange Act of 1934 and
any statute successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 104.

     "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 202 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

     "Government Obligation" has the meaning specified in Section 1304.

     "Holder" means the Person in whose name the Security is registered in the
Security Register.

     "Indenture" means this instrument as originally executed and 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. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.

     "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

     "Investment Company Act" means the United States Investment Company Act of
1940 and any statute successor thereto, in each case as amended from time to
time.

     "Maturity", when used with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

     "Notice of Default" means a written notice of the kind specified in Section
501(4).

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President, its Chief Financial Officer,
or any Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the Company.

     "Opinion of Counsel" means a written opinion of counsel, which may be an
employee of the Company.


                                       4


     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

     "Outstanding", when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, EXCEPT:

          (1) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation;

          (2) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; PROVIDED that, if such Securities are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;

          (3) Securities as to which Defeasance has been effected pursuant to
     Section 1302; and

          (4) Securities that have been paid pursuant to Section 305 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

     PROVIDED, HOWEVER, that in determining whether the Holders of the
     requisite principal amount of the Outstanding Securities have
     given, made or taken any request, demand, authorization,
     direction, notice, consent, waiver, or other action hereunder as
     of any date or whether a quorum is present at a meeting of
     Holders of Securities, (A) the principal amount of an Original
     Issue Discount Security which shall be deemed to be Outstanding
     shall be the amount of the principal thereof that would be due
     and payable as of such date upon acceleration of the Maturity
     thereof to such date pursuant to Section 502, (B) if, as of such
     date, the principal amount payable at the Stated Maturity of a
     Security is not determinable, the principal amount of such
     Security that shall be deemed to be Outstanding shall be the
     amount as specified or determined as contemplated by Section 301,
     (C) the principal amount of a Security denominated in one or more
     foreign currencies or currency units which shall be deemed to be
     Outstanding shall be the U.S. dollar equivalent, determined as of
     such date in the manner provided as contemplated by Section 301,
     of the principal amount of such Security (or, in the case of a
     Security described in Clause (A) or (B) above, of the amount
     determined as provided in such Clause), and (D) Securities owned
     by the Company or any other obligor upon the Securities or any
     Affiliate of the Company or of such other obligor shall be
     disregarded and deemed not to be


                                  5


     Outstanding, except that, in determining whether the Trustee
     shall be protected in relying upon any such request, demand,
     authorization, direction, notice, consent, waiver, or other
     action, or upon any such determination actually as to the
     presence of a quorum, only Securities that a Responsible Officer
     of the Trustee actually knows to be so owned shall be so
     disregarded. Securities so owned that have been pledged in good
     faith may be regarded as Outstanding if the pledgee establishes
     to the satisfaction of the Trustee the pledgee's right so to act
     with respect to such Securities and that the pledgee is not the
     Company or any other obligor upon the Securities or any Affiliate
     of the Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company, which shall initially be the Trustee.

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof.

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places specified in accordance with Section 301 where the
principal of and any premium and interest on the Securities of that series are
payable.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

     "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     "Responsible Officer", when used with respect to the Trustee, means any
vice president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers 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
and who shall have responsibility for the administration of this Indenture.


                                       6


     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture PROVIDED, HOWEVER, that if at any time there is more than one
Person acting as Trustee under this Indenture, "Securities" with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

     "Securities Act" means the United States Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Senior Debt" means the principal of (and premium, if any) and interest due
in connection with all of our Debt, whether outstanding at the date of execution
of this Indenture or thereafter incurred, assumed or created; PROVIDED HOWEVER,
that the following will not constitute Senior Indebtedness: (a) any indebtedness
which expressly provides (i) that such indebtedness shall not be senior in right
of payment to the Securities, or (ii) that such indebtedness shall be
subordinated to or pari passu with any other indebtedness of the Company, unless
such indebtedness expressly provides that such indebtedness shall be senior in
right of payment to the Securities; (b) any indebtedness of the Company in
respect of the Securities; (c) any indebtedness or liability for compensation to
employees, for Trade Payables; (d) any indebtedness of the Company to any
subsidiary; and (e) any liability for federal, state, local or other taxes owed
or owing by the Company.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

     "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "Subsidiary" means a corporation or limited liability company more than 50%
of the outstanding voting stock of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries. For the purposes of this definition, "voting-stock"
means the equity interest that ordinarily has voting power for the election of
directors, managers or trustees of an entity, or persons performing similar
functions, whether at all times or only so long as no senior class of equity
interest has such voting power by reason of any contingency.

     "Trade Payables" means any accounts payable or any other indebtedness or
monetary obligation to trade creditors created, assumed or guaranteed by any
Person or any of its subsidiaries arising in the ordinary course of business in
connection with the acquisition of goods and services.


                                       7


     "Trust Indenture Act" means the United States Trust Indenture Act of 1939
as in force at the date as of which this instrument was executed; 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 instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, "Trustee" as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that series.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in
Section 1004) shall include,

          (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

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

          (3) a statement that, in the opinion of each 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, in the opinion of each such individual,
     such condition or covenant has been complied with.


                                       8


SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104. ACTS OF HOLDERS; RECORD DATES.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.


                                       9


     The principal amount and serial numbers of Securities held by any Person,
and the date of holding the same, shall be proved by the Security Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     The Company may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to give, make or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, PROVIDED, that the Company may not set
a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series
on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record
date; PROVIDED, that no such action shall be effective hereunder unless taken on
or prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; PROVIDED, that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date


                                       10


is set pursuant to this paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
106.

     With respect to any record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "Expiration Date"
and from time to time may change the Expiration Date to any earlier or later
day; PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.

     Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     (which may be via facsimile) to or with the Trustee at its Corporate Trust
     Office, Attention: Corporate Trust Administration, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument, Attention: General Counsel, or at any
     other address previously furnished in writing to the Trustee by the
     Company.

SECTION 106. NOTICE TO HOLDERS; WAIVER.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice of any event to Holders of Securities, such notice shall be
sufficiently given to Holders of Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Security affected by such
event, at the address of such Holder as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice.


                                       11


     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice to Holders of
Securities by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case where notice to Holders of Securities is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder of a Security shall affect the sufficiency of such
notice with respect to other Holders.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice either before or
after the event, and such waiver shall be the equivalent of such notice. Waivers
of notice by Holders of Securities shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

     This Indenture shall incorporate and be governed by the provisions of the
Trust Indenture Act that are required to be part of and to govern indentures
qualified under the Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 109. SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

SECTION 110. SEPARABILITY CLAUSE.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111. BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt and the Holders of Securities, any benefit
or any legal or equitable right, remedy or claim under this Indenture.


                                       12


SECTION 112. GOVERNING LAW.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

SECTION 113. LEGAL HOLIDAYS.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

SECTION 114. LANGUAGE OF NOTICES, ETC.

     Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

     The Securities of each series shall be in substantially the forms set forth
in Exhibits A and A1 or in such other form (including temporary or permanent
global form) as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities as evidenced by their execution thereof. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities (or any such
temporary global Security).

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.


                                       13


SECTION 202. FORM OF LEGEND FOR GLOBAL SECURITIES.

     Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
     INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
     OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
     EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
     TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED,
     IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
     THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
     INDENTURE.

SECTION 203. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

     The Trustee's certificates of authentication shall be in substantially the
following form:

     This is one of the Securities of the series designated therein referred to
     in the within-mentioned Indenture.


                                       -----------------------------------------
                                       AS TRUSTEE

                                       By:
                                           -------------------------------------
                                           AUTHORIZED SIGNATORY

                                       Dated:


SECTION 204. SECURITIES IN GLOBAL FORM.

     If Securities of or within a series are issuable in global form, as
specified as contemplated by Section 301, then, notwithstanding clause (10) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and


                                       14


upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or Section 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.

     The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global from together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

     Notwithstanding the provisions of Section 201 and 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

                                  ARTICLE III

                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Company Order, a Board Resolution and, subject
to Section 303, 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 Securities of any series,

          (1) the title and priority of payment of the Securities, including
     whether such Securities are subordinated or senior subordinated securities,
     of the series (which shall distinguish the Securities of the series from
     Securities of any other series);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (3) whether any Securities of the series are to be issuable initially
     in temporary global form and whether any Securities of the series are to be
     issuable in permanent global form and, if so, whether beneficial owners of
     interests in any such permanent global Security may exchange such interests
     for Securities of such series and


                                       15


     of like tenor of any authorized form and denomination and the circumstances
     under which any such exchanges may occur, if other than in the manner
     provided in Section 305;

          (4) the Person to whom any interest on any Security of the series
     shall be payable, if other than the Person in whose name that Security (or
     one or more Predecessor Securities) is registered at the close of business
     on the Regular Record Date for such interest, the extent to which, or the
     manner in which, any interest payable on a temporary global Security on an
     Interest Payment Date will be paid if other than in the manner provided in
     Section 304;

          (5) the date or dates on which the principal of the Securities of the
     series is payable and whether the Stated Maturity may be extended and the
     method used to determine or extend those dates;

          (6) the ability to issue additional Securities in the same series;

          (7) the percentage of the principal amount at which the Securities of
     any series will be issued;

          (8) the right, if any, to extend the interest payment periods and the
     duration of any such deferral period, including the maximum consecutive
     period during which interest payment periods may be extended;

          (9) provisions, if any, granting special rights to holders of the
     Securities upon the occurrence of specified events;

          (10) the terms, if any, upon which Holders may convert or exchange the
     Securities into or for the Company's common stock, preferred stock or other
     securities or property;

          (11) the specific subordination provisions applicable to the
     Securities, if other than as set forth in Article 14 herein;

          (12) the rate or rates at which the Securities of the series shall
     bear interest, if any, which may be fixed or variable, or the method by
     which such rate shall be determined, whether the rate may be reset, the
     date or dates from which any such interest shall accrue or the method used
     for determining those dates, the Interest Payment Dates on which any such
     interest shall be payable, the Regular Record Date for the interest payable
     on any Securities on any Interest Payment Date;

          (13) the place or places where, subject to the provisions of Section
     1002, the principal of and any premium, if any, and interest, if any, on
     Securities of the series shall be payable, where any Securities of the
     series may be surrendered for registration of transfer, where Securities of
     the series may be surrendered for exchange, where Securities of the series
     that are convertible or exchangeable may be surrendered for conversion or
     exchange, as applicable, and notices and demands to or upon the Company in
     respect of the Securities of the series and this Indenture may be served;


                                       16


          (14) the obligation or discretion, if any, of the Company to redeem or
     purchase any Securities of the series pursuant to any sinking fund or
     analogous provisions or at the option of the Holder thereof and the period
     or periods within which, the price or prices at which and the terms and
     conditions upon which any Securities of the series shall be redeemed or
     purchased, in whole or in part, pursuant to such obligation;

          (15) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which any Securities of the series shall be
     issuable;

          (16) whether the amount of payments of principal (or premium, if any)
     or interest, if any, on the Securities of the series may be determined with
     reference to an index, formula or other method (which index, formula or
     method may be based, without limitation, on one or more currencies,
     commodities, equity indices or other indices), and the manner in which such
     amounts shall be determined;

          (17) the currency or currencies, including composite currencies or
     currency units, in which payment of the principal of and any premium and
     interest on any Securities of the series shall be payable if other than the
     currency of the United States of America and the manner of determining the
     equivalent thereof in the currency of the United States of America;

          (18) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or the
     Holder thereof, in one or more currencies or currency units other than that
     or those in which such Securities are stated to be payable, the currency,
     currencies or currency units in which the principal of or any premium or
     interest on such Securities as to which such election is made shall be
     payable, the periods within which and the terms and conditions upon which
     such election is to be made and the amount so payable (or the manner in
     which such amount shall be determined);

          (19) if other than the entire principal amount thereof, the portion of
     the principal amount of any Securities of the series which shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502;

          (20) the guarantors of each series, if any, and the extent of the
     guarantees (including provisions relating to seniority, subordination,
     security and the release of the guarantors), if any;

          (21) if the principal amount payable at the Stated Maturity of any
     Securities of the series will not be determinable as of any one or more
     dates prior to the Stated Maturity, the amount which shall be deemed to be
     the principal amount of such Securities as of any such date for any purpose
     thereunder or hereunder, including the principal amount thereof which shall
     be due and payable upon any Maturity other than the Stated Maturity or
     which shall be deemed to be Outstanding as of any date prior to the Stated
     Maturity (or, in any such case, the manner in which such amount deemed, to
     be the principal amount shall be determined);


                                       17


          (22) if applicable, that the Securities of the series, in whole or any
     specified part, shall be defeasible pursuant to Section 1302 or Section
     1303 or both such Sections, any variation of such Sections, and, if other
     than by a Board Resolution, the manner in which any election by the Company
     to defease such Securities shall be evidenced;

          (23) if applicable, that any Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the respective Depositaries for such Global Securities,
     the form of any legend or legends which shall be borne by any such Global
     Security in addition to or in lieu of that set forth in Section 202 and any
     circumstances in addition to or in lieu of those set forth, in the seventh
     paragraph of Section 305 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 name
     of Persons other than the Depositary for such Global Security or a nominee
     thereof;

          (24) any addition to or change in the Events of Default which applies
     to any Securities of the series and any change in the right of the Trustee
     or the requisite Holders of such Securities to declare the principal amount
     thereof due and payable pursuant to Section 502;

          (25) any addition to or change in the definitions set forth in Article
     I which apply to the Securities of the series, any addition to or change in
     the covenants set forth in Article Ten which applies to Securities of the
     series, including any restrictions on the Company's ability to incur debt,
     redeem its stock, grant liens, merge or sell its assets;

          (26) any restrictions on the subsidiaries of the Company;

          (27) the basis for calculating interest if other than a 360-day year
     of twelve 30-day months;

          (28) the terms and conditions, if any, regarding any mandatory
     conversion or exchange of Securities;

          (29) the period or periods, if any, within which, the price or prices
     of which and the other terms and conditions upon which such Securities may,
     pursuant to any optional or mandatory redemption provisions, be redeemed,
     in whole or in part, at the Company's option;

          (30) any restriction or condition on the transferability of Securities
     of a particular series;

          (31) the appointment of any paying agents, authenticating agents,
     transfer agents, registrars or other agents, if other than the Trustee;

          (32) any changes necessary to issue the Securities of any particular
     series in bearer form, registrable or not registrable as to principal, and
     with or without interest coupons; and


                                       18


          (33) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 901(5)).

     All Securities of such series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

     The Securities shall be subordinated in right of payment to Senior Debt as
provided in Article Fourteen.

SECTION 302. DENOMINATIONS.

     Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, any Securities of such series, other than
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     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 Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
forms or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

          (1) if the forms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 201, that such form
     have been established in conformity with the provisions of this Indenture;


                                       19


          (2) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (3) that such Securities when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles.

     If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner that
is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 301 and of the two preceding
paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraphs at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304. TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.


                                       20


     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of that series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and like
aggregate principal amount and tenor.

     Until exchanged in full as hereinafter provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept at an office or agency to be maintained
by the Company in accordance with Section 1002 a register (being the combined
register of the Security Registrar and all transfer agents designated pursuant
to Section 1002 for the purpose of registration of transfer of Securities and
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and the registration of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company maintained pursuant to Section 1002 for such
purpose in a Place of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount.

     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to
receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee or any transfer
agent) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the


                                       21


Company and the Security Registrar or any transfer agent duly executed, by the
Holder thereof or his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the mailing of notice of redemption of that series and
ending at the close of business on the day of the mailing of the relevant notice
of redemption, or (B) to register the transfer of or exchange any Security so
selected for redemption, in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

     Global Securities may not be exchanged, in whole or in part, for definitive
Securities, and no transfer of a Global Security, in whole or in part, may be
registered in the name of any Person other than the Depositary for the Global
Security or a nominee of the Depositary unless (i) the Depositary has notified
the Company that it is unwilling or unable to continue as Depositary for the
Global Security or has ceased to be qualified to act as Depositary unless the
Company has approved a successor Depositary within 90 days or (ii) the Company
determines that the Global Security will be so exchangeable or transferable.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may


                                       22


be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record Date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be given to each Holder of Securities of such series in the manner set
     forth in Section 106, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been so mailed,


                                       23


     such Defaulted Interest shall be paid to the Persons in whose names the
     Securities of such series (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following Clause (2).

          (2) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this Clause, such manner of payment shall be deemed practicable by the
     Trustee.

     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 305 and Section 307) any interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

SECTION 309. CANCELLATION.

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

SECTION 310. COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.


                                       24


SECTION 311. CUSIP NUMBERS.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use) and, if so, the Trustee shall use such "CUSIP" numbers in
notices of redemption as a convenience to Holder; PROVIDED that 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 maybe 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. The Company will notify the
Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, and any right to receive additional
amounts, as provided in Section 1009), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (1) either

               (A) all Securities theretofore authenticated and delivered (other
          than Securities which have been destroyed, lost or stolen and which
          have been replaced or paid as provided in Section 306 and Securities
          for whose payment money has theretofore been deposited in trust or
          segregated and held in trust by the Company and thereafter repaid to
          the Company or discharged from such trust, as provided in Section
          1003) have been delivered to the Trustee for cancellation; or

               (B) all such Securities not theretofore delivered to the Trustee
          for cancellation:

                    (i) have become due and payable, or

                    (ii) will become due and payable at their Stated Maturity
               within one year, or

                    (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company,

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust, money in
     an amount sufficient to pay and discharge the entire indebtedness on such
     Securities not


                                       25


     theretofore delivered to the Trustee for cancellation, for principal and
     any premium and interest to the date of such deposit (in the case of
     Securities which have become due and payable) or to the Stated Maturity or
     Redemption Date, as the case may be;

          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (3) the Company has delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402. APPLICATION OF TRUST MONEY.

     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                   ARTICLE V

                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Fourteen or be voluntary or involuntary or be 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):

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or,

          (2) default in the payment of the principal of or any premium on any
     Security of that series at its Maturity, upon redemption, acceleration or
     otherwise and (if so established as contemplated by Section 301 in respect
     of that series), in the case of


                                       26


     technical or administrative difficulties only if such default persists for
     a period of five days; or

          (3) default in the deposit of any sinking fund payment, when and as
     due by the terms of a Security of that series; or

          (4) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of series of Securities other than that
     series), and continuance of such default or breach for a period of 90 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of that series a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder or

          (5) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, of the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable Federal or State law, or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or the taking of corporate action by the Company in
     furtherance of any such action; or

          (6) any other Event of Default provided with respect to Securities of
     that series.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default (other than an Event of Default specified in Section
501(5)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
may declare the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 501(5) with


                                       27


respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (A) all overdue interest on all Securities of that series,

               (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and any interest thereon at the rate or rates
          prescribed therefor in such Securities,

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

          and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Company covenants that if

          (1) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for a
     period of 30 days, or


                                       28


          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances, of
the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem reasonably necessary
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; PROVIDED, HOWEVER,
that the Trustee may, on behalf of the Holders, vote for


                                       29


the election of a trustee in bankruptcy or similar official and be a member of a
creditors' or other similar committee.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under
     Section 607; and

     SECOND: Subject to Article Fourteen, to the payment of the
     amounts then due and unpaid for principal of and any premium and
     interest on the Securities in respect of which or for the benefit
     of which such money has been collected, ratably, without
     preference or priority of any kind, according to the amounts due
     and payable on such Securities for principal and any premium and
     interest, respectively.

SECTION 507. LIMITATION ON SUITS.

     No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;


                                       30


          (4) the Trustee for 60 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

          (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
             INTEREST.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Sections 305 and
307) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder; then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or

                                       31


constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512. CONTROL BY HOLDERS.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities of
such series, PROVIDED that

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

SECTION 513. WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

          (1) in the payment of the principal of or any premium or interest on
     any Security of such series, or

          (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

SECTION 514. 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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; PROVIDED that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.


                                       32


SECTION 515. WAIVER OF USURY, STAY OR EXTENSION LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which 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 covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, 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.

SECTION 602. NOTICE OF DEFAULTS.

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; PROVIDED,
HOWEVER, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of Section 601:

          (1) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document (whether in its original or facsimile form) believed by it to be
     genuine and to have been signed or presented by the proper party or
     parties;


                                       33


          (2) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order, and any
     resolution of the Board of Directors shall be sufficiently evidenced by a
     Board Resolution;

          (3) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

          (4) the Trustee may consult with counsel of its own selection and the
     written advice of such counsel or any Opinion of Counsel shall be full and
     complete authorization and protection in respect of any action taken,
     suffered or omitted by it hereunder in good faith and in reliance thereon;

          (5) 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 reasonable security or Indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction;

          (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may 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;

          (7) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the


                                       34


owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

SECTION 606. MONEY HELD IN TRUST.

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

     The Company agrees

          (1) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as shall be determined to have been caused by its
     own negligence or bad faith; and

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss, liability, claim, damage or expense incurred without negligence or
     bad faith on its part, arising out of or in connection with the acceptance
     or administration of the trust or trusts hereunder, including the costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.

SECTION 608. CONFLICTING INTERESTS.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office
in Atlanta, Georgia. If any such Person publishes reports of condition at least


                                       35


annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

     No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     The Trustee may resign at any time with respect to the Securities of one or
more series by giving written notice thereof to the Company. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

     If at any time:

          (1) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

     If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or


                                       36


more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section
611. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders of Securities of such series and accepted appointment in the manner
required by Section 611, any Holder who has been a bona tide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     In case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

     In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or


                                       37


those series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

     No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of Section 311 of the Trust Indenture Act, but only to the extent
therein specified, regarding the collection of claims against the Company (or
any such other obligor). For purposes of Section 311(b)(4) and (6) of such Act,
the following terms shall mean:


                                       38


     (a) "cash transaction" means any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

     (b) "self-liquidating paper" means any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the Company for
the purpose of financing the purchase, processing, manufacturing, shipment,
storage or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, PROVIDED the security
is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall he a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, PROVIDED such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


                                       39


     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.


                                       AS TRUSTEE

                                       By:
                                           ------------------------------------
                                           AS AUTHENTICATING AGENT

                                       By:
                                           ------------------------------------
                                           AUTHORIZED OFFICER


     If all of the Securities of a series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.


                                       40


                                  ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

     The Company will furnish or cause to be furnished to the Trustee

          (1) semi-annually, not later than 15 days after each Regular Record
     Date or in the case of any series of Securities on which semi-annual
     interest is not payable, not more than 15 days after such semi-annual dates
     specified by the Trustee, a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Securities
     of each series as of the Regular Record Date or such semi-annual date, as
     the case may be, and

          (2) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

     The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

     The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.


                                       41


     A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange or
delisted therefrom.

SECTION 704. REPORTS BY COMPANY.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; PROVIDED that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                  ARTICLE VIII

                       CONSOLIDATION, MERGER, ASSIGNMENT,
                          CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

     The Company shall not consolidate with or merge into any other Person or
assign, convey, transfer or lease its properties and assets substantially as an
entirety to any Person (other than a direct or indirect wholly-owned subsidiary
of the Company), unless:

          (1) the Company is the surviving corporation or, in case the Company
     shall consolidate with or merge into another Person or convey, transfer or
     lease its properties and assets substantially as an entirety to any Person,
     the Person formed by such consolidation or into which the Company is merged
     or the Person which acquires by conveyance or transfer, or which leases,
     the properties and assets of the Company substantially as an entirety shall
     be a corporation, partnership or trust, organized and validly existing
     under the laws of the United States of America, any State thereof or the
     District of Columbia and shall expressly assume, by an indenture
     supplemental hereto, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment of the principal
     of and any premium and interest (including all additional amounts, if any
     payable pursuant to Section 1009) on all the Securities and the performance
     or observance of every covenant of this Indenture on the part of the
     Company to be performed or observed;

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or any
     Subsidiary as a result of such transaction as having been incurred by the
     Company or such Subsidiary at the time of such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing; and


                                       42


          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all conditions precedent herein provided for
     relating to such transaction have been complied with.

SECTION 802. SUCCESSOR SUBSTITUTED.

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants, agreements and
     obligations of the Company herein and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company; or

          (3) to add to or change any of the provisions of this Indenture to
     provide that bearer securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal of or any
     premium or interest on bearer securities, to permit bearer securities to be
     issued in exchange for registered Securities, to permit bearer securities
     to be issued in exchange for bearer securities of other authorized
     denominations or to permit or facilitate the issuance of Securities in
     uncertificated form, PROVIDED that any such action shall not adversely
     affect the interests of the Holders of the Securities of any series or any
     related coupons in any material respect; or


                                       43


          (4) to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such additional Events
     of Default are to be for the benefit of less than all series of Securities,
     stating that such additional Events of Default are expressly being included
     solely for the benefit of such series); or

          (5) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, PROVIDED that any
     such addition, change or elimination (A) shall neither (i) apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor (ii) modify the
     rights of the Holder of any such Security with respect to such provision or
     (B) shall become effective only when there is no such Security Outstanding;
     or

          (6) to convey, transfer, assign, mortgage or pledge any property to or
     with the Trustee or to surrender any right or power conferred upon us under
     this Indenture; or

          (7) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (8) to provide for uncertificated securities in addition to
     certificated securities; or

          (9) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611; or

          (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture, PROVIDED that such action pursuant
     to this Clause (10) shall not adversely affect the interests of the Holders
     of Securities of any series in any material respect; or

          (11) to supplement any provisions of this Indenture necessary to
     defease and discharge the Securities of any series, PROVIDED that such
     action does not adversely affect the interests of the Holders of the
     Securities; or

          (12) to comply with the rules or regulations of any securities
     exchange or automated quotation system on which any Securities are listed
     or traded; or

          (13) to add, change or eliminate any provisions of this Indenture in
     accordance with any amendments to the Trust Indenture Act, PROVIDED that
     the action does not adversely affect the rights or interests of any Holders
     of Securities.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

     With the consent of the Holders of not less than 50% in aggregate principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by


                                       44


Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

          (1) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or change any obligation of the Company to pay
     additional amounts pursuant to Section 1009 (except as contemplated by
     Section 801(1) and permitted by Section 901(1), or reduce the amount of the
     principal of an Original Issue Discount Security or any other Security
     which would be due and payable upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 502, or change the coin or currency in
     which, any Security or any premium or interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), or modify the provisions of this Indenture
     with respect to the subordination of the Securities in a manner adverse to
     the Holders, or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or

          (3) make any change that adversely affects the right to convert or
     exchange any Security or decreases the conversion or exchange rate or
     increases the conversion price of any convertible or exchangeable Security,
     or

          (4) change the subordination of any Subordinated Securities, or

          (5) modify any of the provisions of this Section, Section 513 or
     Section 1009, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; PROVIDED, HOWEVER, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1008, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611 and 901(9).

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.


                                       45


     It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's owner's rights, duties or immunities under this Indenture or
otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                    ARTICLE X

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company covenants and agrees for the benefit of Holders of each series
of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.


                                       46


SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain in each Place of Payment for any series an office
or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency in respect of any
series of Securities or shall fail to furnish the Trustee with the address
thereof, such presentations and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the same as its agent to receive
such respective presentations, surrenders, notices and demands. The Company may
also from time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each Place of
Payment for Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal and any premium or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (1) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


                                       47


     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

SECTION 1005. EXISTENCE.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the ability of the
Company to make payments hereunder.

SECTION 1006. MAINTENANCE OF PROPERTIES.

     The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the


                                       48


judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
PROVIDED, HOWEVER, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the ability of the Company to make payments hereunder.

SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; PROVIDED, HOWEVER, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith.

SECTION 1008. WAIVER OF CERTAIN COVENANTS.

     Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Company may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision or condition
set forth in any covenant provided pursuant to Section 301(22), 901(2) or 901(7)
for the benefit of the Holders of such series if before the time for such
compliance the Holders of at least 50% in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

SECTION 1009. ADDITIONAL AMOUNTS.

     If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of such series
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts provided
for in this Section to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding additional amounts
in those provisions hereof where such express mention is not made.


                                       49


     If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company will furnish the Trustee and the Company's principal Payment Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company will pay to the Trustee or such
Paying Agent the additional amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with
this Article.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed (unless all of the Securities of a
specified tenor are to be redeemed). In the case of any redemption of Securities
(i) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to
an election of the Company which is subject to a condition specified in the
terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.


                                       50


SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by lot, from the Outstanding Securities of such series not
previously called for redemption, and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal amount
of global securities of such series. If less than all of the Securities of such
series and of a specified tenor are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series and specified
tenor not previously called for redemption in accordance with the preceding
sentence. If so specified in the Securities of a series, partial redemptions
must be in an amount not less than $1,000,000 principal amount of Securities.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

     Notice of redemption shall be given in the manner provided in Section 106
to the Holders of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

          (3) if less than all the Outstanding Securities of any series
     consisting of more than a single Security are to be redeemed, the
     identification (and, in the case of partial redemption of any such
     Securities, the principal amounts) of the particular Securities to be
     redeemed and, if less than all the Outstanding Securities of any series
     consisting of a


                                       51


     single Security are to be redeemed, the principal amount of the particular
     Security to be redeemed,

          (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price,

          (6) that the redemption is for a sinking fund, if such is the case,
     and

          (7) applicable CUSIP numbers, if any.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; PROVIDED, HOWEVER, that, unless otherwise specified as
contemplated by Section 301, installments of interests on Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.


                                       52


SECTION 1107. SECURITIES REDEEMED IN PART.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                  ARTICLE XII

                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities is herein referred to as a "mandatory sinking fund payment", and
any payment in excess of such minimum amount provided for by the terms of such
Securities is herein referred to as an "optional sinking fund payment". If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; PROVIDED that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior (unless a shorter period shall be satisfactory
to the Trustee) to each sinking fund payment date for any Securities, the
Company will deliver to the


                                       53


Trustee an Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 15 nor more than 45
days prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

     The Company may at its option, at any time elect to have either Section
1302 or Section 1303 applied to the Outstanding Securities of any series upon
compliance with the conditions set forth below in this Article Thirteen.

SECTION 1302. DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise of the option provided in Section 1301
applicable to this Section, the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities of any series on
the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and to have satisfied all its other
obligations under the Securities of such series and this Indenture insofar as
the Securities of such series are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of the Securities of such series to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on the Securities of such series when such payments are
due, (B) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (D) this Article Thirteen. Subject
to compliance with this Article Thirteen, the Company may exercise its option
under this Section 1302 notwithstanding the prior exercise of its option under
Section 1303.

SECTION 1303. COVENANT DEFEASANCE.

     Upon the Company's exercise of the option provided in Section 1301
applicable to this Section, (i) the Company shall be released from its
obligations with respect to the Securities of such Series under Section 801,
Sections 1005 through 1009, inclusive, and any


                                       54


covenants provided pursuant to Section 301(22), 901(2) or 901(9) for the benefit
of the Holders of such Securities and (ii) the occurrence of an event specified
in Sections 501(3), (4) or (5) shall not be deemed to be an Event of Default on
and after the date the conditions set forth below are satisfied (hereinafter,
"covenant defeasance"). For this purpose, such covenant defeasance means that
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section or clause
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or clause or by reason of any reference in any such Section or
clause to any other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.

SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

     The following shall be the conditions to application of either Section 1302
or Section 1303 to the then Outstanding Securities of any series:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 609 who shall agree to comply with the provisions of this
     Article Thirteen applicable to it) as trust funds in trust for the purpose
     of making the following payments specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities of such
     series, (A) money in an amount, or (B) Government Obligations which through
     the scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in an amount, or (C) a combination thereof,
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay and discharge, and which shall be applied by the
     Trustee (or other qualifying trustee) to pay and discharge, the principal
     of, premium, if any, and each installment of interest on the Securities on
     the Stated Maturity of such principal or installment of interest in
     accordance with the terms of this Indenture and of the Securities of such
     series. For this purpose, "Government Obligations" means, with respect to
     any series of Securities, securities that are (x) direct obligations of the
     government that issued the currency in which such series is denominated
     (or, if such series is denominated in euro, the direct obligations of any
     government that is a member of the European Monetary Union) for the payment
     of which its full faith and credit is pledged or (y) obligations of a
     Person controlled or supervised by and acting as an agency or
     instrumentality of such government the payment of which is unconditionally
     guaranteed as a full faith and credit obligation by such government, which,
     in either case, are not callable or redeemable at the option of the issuer
     thereof and shall also include a depositary receipt issued by a bank (as
     defined in Section 3(a)(2) of the Securities Act) as custodian with respect
     to any Government Obligation where the relevant government is the United
     States of America or a specific payment of principal of or interest on any
     such Government Obligation held by such custodian for the account of the
     holder of such depositary receipt, PROVIDED that (except as required by
     law) such custodian is not authorized to make any deduction from the amount
     payable to the holder of such depository receipt from any amount received
     by the custodian in respect of the such Government Obligation or the
     specific payment of principal of or interest on such Government Obligation
     evidenced by such depository receipt.


                                       55


          (2) In the event of an election to have Section 1302 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an opinion of Counsel stating that (x)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since the date of this Indenture there has
     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such opinion shall confirm that, the
     Holders of the Outstanding Securities of such series will not recognize
     gain or loss for Federal income tax purposes as a result of such deposit,
     defeasance and discharge and will be subject to Federal income tax on the
     same amount, in the same manner and at the same times as would have been
     the case if such deposit, defeasance and discharge had not occurred.

          (3) In the event of an election to have Section 1303 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect the
     that Holders of the Outstanding Securities of such series will not
     recognize gain or loss for Federal income tax purposes as a result of such
     deposit and covenant defeasance and will be subject to Federal income tax
     on the same amount, in the same manner and at the same times as would have
     been the case if such deposit and covenant defeasance had not occurred.

          (4) The Company shall have delivered to the Trustee an Officer's
     Certificate to the effect that the Securities of such series, if then
     listed on any securities exchange, will not be delisted as a result of such
     deposit.

          (5) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit or, insofar as subsections 501(6) and (7) are concerned, at any
     time during the period ending on the 90th day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period).

          (6) Such defeasance or covenant defeasance shall not cause the Trustee
     to have a conflicting interest as defined in Section 608 and for purposes
     of the Trust Indenture Act with respect to any securities of the Company.

          (7) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, any other agreement
     or instrument to which the Company is a party or by which it is bound.

          (8) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1302
     or the covenant defeasance under Section 1303 (as the case may be) have
     been complied with.

          (9) Such defeasance or covenant defeasance shall not result in the
     trust arising from such deposit constituting an investment company as
     defined in the Investment Company Act, or such trust shall be qualified
     under such act or exempt from regulation thereunder.


                                       56


          (10) At the time of such deposit, (A) no default in the payment of any
     principal of or premium or interest on any Senior Debt shall have occurred
     and be continuing, (B) no event of default with respect to any Senior Debt
     shall have resulted in such Senior Debt becoming, and continuing to be, due
     and payable prior to the date on which it would otherwise have become due
     and payable (unless payment of such Senior Debt has been made or duly
     provided for), and (C) no other event of default with respect to any Senior
     Debt shall have occurred and be continuing permitting (after notice or
     lapse of time or both) the holders of such Senior Debt (or a trustee on
     behalf of such holders) to declare such Senior Debt due and payable prior
     to the date on which it would otherwise have become due and payable.

SECTION 1305. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
              OTHER MISCELLANEOUS PROVISIONS.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively, for purposes of this Section 1305, as the "Trustee") pursuant to
Section 1304 in respect of the Securities of such series shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Securities
of such series and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of the Securities of such series, of all
sums due and to become due thereon in respect of principal (and premium, if any)
and interest, but such money need not be segregated from other funds except to
the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1304 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities.

     Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall delivered or pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
1304 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance.

SECTION 1306. REINSTATEMENT.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1302 or 1303 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Thirteen until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1302 or 1303; PROVIDED, HOWEVER, that if the Company makes any payment of
principal of (and


                                       57


premium, if any) or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of the
Securities of such series to receive such payment from the money held by the
Trustee or the Paying Agent.

                                  ARTICLE XIV

                           SUBORDINATION OF SECURITIES

SECTION 1401. SECURITIES SUBORDINATE TO SENIOR DEBT.

     The Company covenants and agrees, and each Holder of Securities of any
series by the Holder's acceptance thereof, likewise covenants and agrees, that,
to the extent and in the manner hereinafter set forth in this Article, subject
to the provisions of Article Four and Article Thirteen and except as may
otherwise be specified as contemplated by Section 301 and set forth in the
Securities of a series, the indebtedness represented by the Securities of such
series and the payment of the principal of and any premium and interest on each
and all of the Securities of such series are hereby expressly made subordinate
and junior in right of payment to the prior payment in full of all amounts then
due and payable in respect of all Senior Debt of the Company, to the extent and
in the manner herein set forth (unless a different manner is set forth in the
Securities of such series). No provision of this Article shall prevent the
occurrence of any default or Event of Default hereunder.

     Senior Debt shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Debt then outstanding.

SECTION 1402. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

     In the event of:

          (i) any insolvency, bankruptcy, receivership, liquidation,
     reorganization, readjustment, composition or other similar proceeding
     relating to the Company, its creditors or its property,

          (ii) any proceeding for the liquidation, dissolution or other winding
     up of the Company, whether voluntary or involuntary, or bankruptcy
     proceedings,

          (iii) any assignment by the Company for the benefit of its creditors,

          (iv) any other marshalling of the assets of the Company, all Senior
     Debt shall first be paid in full before any payment or distribution,
     whether in cash, securities or other property, shall be made by the Company
     on account of the Securities of any series. Any payment or distribution,
     whether in cash, securities or other property (other than securities of the
     Company or any other corporation provided for by a plan or reorganization
     or a readjustment, the payment of which is subordinate, at least to the
     extent provided in these subordination provisions with respect to the
     indebtedness evidenced by the Securities of any series, to the payment of
     all Senior Debt at the time outstanding and to any securities issued in
     respect thereof under any such plan of reorganization or readjustment),
     which would otherwise (but for these subordination


                                       58


     provisions) be payable or deliverable in respect to the Securities of any
     series shall be paid or delivered directly to the holders of Senior Debt in
     accordance with the priorities then existing among such holders until all
     Senior Debt shall have been paid in full. No present or future holder of
     any Senior Debt shall be prejudiced in the right to enforce subordination
     of the indebtedness constituting the Securities of any series by any act of
     failure to act on the part of the Company.

SECTION 1403. DEFAULT ON SENIOR DEBT.

     The Company may not pay the principal of, premium (if any) or interest on
the Securities and may not otherwise purchase, repurchase, redeem or otherwise
acquire or retire for value any Securities (collectively, "pay the Securities")
if (a) interest, premium or principal in respect of any Senior Debt of the
Company is not paid when due or (b) any other default on such Senior Debt of the
Company occurs and the maturity of such Senior Debt is accelerated in accordance
with its terms unless, in either case, (i) the default has been cured or waived
and any such acceleration has been rescinded or (ii) such Senior Debt has been
paid in full; PROVIDED, HOWEVER, that the Company may pay the Securities without
regard to the foregoing if the Company and the Trustee receive written notice
approving such payment from a designated representative of such Senior Debt with
respect to which either of the events set forth in clause (a) or (b) of this
sentence has occurred and is continuing. During the continuance of any default
(other than a default described in clause (a) or (b) of the preceding sentence)
with respect to any Senior Debt of the Company pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such
notice as may be required to effect such acceleration) or the expiration of any
applicable grace periods, the Company may not pay the Securities for a period (a
"Payment Blockage Period") commencing upon the receipt by the Trustee (with a
copy to the Company) of written notice (a "Blockage Notice") of such default
from a designated representative of such Senior Debt specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated (a) by written notice to the Trustee
and the Company from the Person or Persons who gave such Blockage Notice, (b) by
repayment in full of such Senior Debt or (c) because the default giving rise to
such Blockage Notice (and no other default) is no longer continuing).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions contained in the first sentence of this Section),
unless the holders of such Senior Debt or a designated representative of such
holders shall have accelerated the maturity of such Senior Debt, the Company may
resume payments on the Securities after the end of such Payment Blockage Period,
including any missed payments. Not more than one Blockage Notice may be given in
any consecutive 360-day period, irrespective of the number of defaults with
respect to Senior Debt during such period; PROVIDED, HOWEVER, that in no event
may the total number of days during which any Payment Blockage Period or Periods
is in effect exceed 179 days in the aggregate during any 360 consecutive day
period. For purposes of this Section, no default or event of default that
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Senior Debt initiating such Payment Blockage
Period shall be, or be made, the basis of the commencement of a subsequent
Payment Blockage Period by a designated representative of such Senior Debt,
whether or not within a period of 360 consecutive days, unless such default or
event of default shall have been cured or waived for a period of not less than
90 consecutive days.


                                       59


SECTION 1404. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

     Upon the payment in full of all Senior Debt, the rights of the holders of
Securities of any series shall be subrogated to all the rights of any holders of
Senior Debt to receive any further payments or distributions applicable to the
Senior Debt until the Securities of any series shall have been paid in full, and
such payments or distributions received by the Holders of Securities of any
series by reason of such subrogation, of cash, securities or other property
which otherwise would be paid or distributed to the holders of Senior Debt,
shall, as between the Company and its creditors other than the holders of Senior
Debt, on the one hand, and the Holders of Securities of any series, on the
other, be deemed to be a payment by the Company on account of Senior Debt, and
not on account of the Securities of any series.

SECTION 1405. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

     The provisions of this Article are and are intended solely for the purpose
of defining the relative rights of the Holders of Securities of any series on
the one hand and the holders of Senior Debt on the other hand. Nothing contained
in this article or elsewhere in the Indenture or in the Securities of such
series is intended to or shall

     (a) impair, as among the Company, its creditors other than holders of
Senior Debt and the Holders of Securities of such series, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Debt, is intended to rank equally
with all other general obligations of the Company), to pay to the Holders of
Securities of such series the principal of (and premium, if any) and interest
on, the Securities of such series as and when the same shall become due and
payable in accordance with their terms; or

     (b) affect the relative rights against the Company of the Holders of
Securities of such series and creditors of the Company, as the case may be,
other than the holders of Senior Debt; or

     (c) prevent the Trustee or the Holder of any Securities of such series from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior Debt to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

SECTION 1406. TRUSTEE TO EFFECTUATE SUBORDINATION.

     Each Holder of Securities of any series by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.

SECTION 1407. TRUST MONIES NOT SUBORDINATED.

     Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of U.S. Government Obligations held in trust under Article
6 by the Trustee for the payment of principal of and interest on the Securities
shall not be subordinated to the prior


                                       60


payment of any Senior Debt of the Company or subject to the restrictions set
forth in this Article 14, and none of the Holders shall be obligated to pay over
any such amount to the Company or any holder of Senior Debt of the Company or
any other creditor of the Company.

SECTION 1408. NO WAIVER OF SUBORDINATION PROVISIONS.

     No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof any such holder may have or be otherwise
charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Securities of any
series, without incurring responsibility to the Holders of the Securities of
such series and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of Securities of such
series to the holders of Senior Debt, do any one or more of the following:

     (a) change the manner, place or terms of payment or extend the time of
payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in
any manner Senior Debt or any instrument evidencing the same or any agreement
under which Senior Debt is outstanding;

     (b) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Debt;

     (c) release any Person liable in any manner for the collection of Senior
Debt; and

     (d) exercise or refrain from exercising any rights against the Company and
any other Person.

SECTION 1409. NOTICE TO TRUSTEE.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities of any series pursuant to the provisions of
this Article. Notwithstanding the provisions of this Article or any other
provision of the Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of any Securities of any series pursuant to the
provisions of this Article, unless and until the Trustee shall have received
written notice thereof from the Company or a holder or holders of Senior Debt or
from any trustee therefor; and, prior to the receipt of any such written notice,
the Trustee, subject to the provisions of Section 603, shall be entitled in all
respects to assume that no such facts exist; PROVIDED, HOWEVER, that if the
Trustee shall not have received the notice provided for in this Section at least
two Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Securities of any
series), then, anything herein contained to the contrary notwithstanding, the


                                       61


Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it within two Business
Days prior to such date.

     Subject to the provisions of Section 603, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Debt (or a trustee therefor) to establish that such
notice has been given by a holder of Senior Debt (or a trustee therefor). In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment of distribution pursuant to this Article, the Trustee
may request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

SECTION 1410. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.

     Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 603, and the
Holders of Securities of any series shall be entitled to conclusively rely upon
any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution
winding up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities of such
series, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Debt and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

SECTION 1411. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article, and no implied covenants or obligations
with respect to the holders of such Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt with respect to its obligations and
duties created hereunder and shall not be liable to any such holders or
creditors if it shall in good faith pay over or distribute to Holders of
Securities of any series or to the Company or to any other Person cash, property
or securities to which any holders of Senior Debt shall be entitled by virtue of
this Article or otherwise.


                                       62


SECTION 1412. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT; PRESERVATION OF
              TRUSTEE'S RIGHTS.

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article with respect to any Senior Debt which may at any time
be held by it, to the same extent as any other holder of Senior Debt, and
nothing in the Indenture shall deprive the Trustee of any of its rights as such
holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

SECTION 1413. ARTICLE APPLICABLE TO PAYING AGENTS.

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; PROVIDED, HOWEVER, that this
Section shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

SECTION 1414. CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT.

     For the purposes of this Article only, (a) the issuance and delivery of
securities which are subordinate in right of payment to all then outstanding
Senior Debt to substantially the same extent as the Securities are so
subordinate ("Junior Securities") (or cash paid in lieu of fractional shares)
upon conversion or exchange of Securities of any series as contemplated by
Section 301, shall not be deemed to constitute a payment or distribution on
account of the principal of or premium or interest on Securities of such series
or on account of the purchase or other acquisition of Securities of such series
and (b) the payment, issuance or delivery of cash, property or securities (other
than Junior Securities and cash paid in lieu of fractional shares) upon
conversion or exchange of Securities of any series shall be deemed to constitute
payment on account of the principal of such Securities of such series. Nothing
contained in this Article or elsewhere in the Indenture or in the Securities of
any series is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of Securities of such series
the right, which is absolute and unconditional, of the Holder of any Securities
of such series to convert or exchange such Securities of such series in
accordance with the terms specified as contemplated by Section 301.

SECTION 1415. DEFEASANCE OF THIS ARTICLE FOURTEEN.

     The subordination of the Securities provided by this Article Fourteen is
expressly made subject to the provisions for defeasance or covenant defeasance
in Article Thirteen hereof and, anything herein to the contrary notwithstanding,
upon the effectiveness of any such defeasance or covenant defeasance, the
Securities than outstanding shall thereupon cease to be subordinated pursuant to
this Article Fourteen.


                                       63


                                   ARTICLE XV

                        MEETING OF HOLDERS OF SECURITIES

SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

     A meeting of Holders of Securities of any or all series of Securities may
be called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be made, given to taken by
Holders of Securities of such series.

SECTION 1502. CALL, NOTICE AND PLACE OF MEETINGS.

          (1) The Trustee may at any time call a meeting of Holders of
     Securities of any series for any purposes specified in Section 1501, to be
     held at any such time and at such place in           as the Trustee shall
     determine. Notice of every meeting of Holders of Securities of any series,
     setting forth the time and the place of such meeting and in general terms
     the action proposed to be taken at such meeting, shall be given, in the
     manner provided in Section 106, not less than 21 nor more than 180 days
     prior to the date fixed for the meeting.

          (2) In case at any time the Company, pursuant to a Board Resolution,
     or the Holders of at least 25% in principal amount of the Outstanding
     Securities of any series shall have requested the Trustee to call a meeting
     of the Holders of Securities of such series for any purpose specified in
     Section 1501, by written request setting forth in reasonable detail the
     action proposed to be taken at the meeting, and the Trustee shall not have
     made the first publication of the notice of such meeting within 21 days
     after receipt of such request or shall not thereafter proceed to cause the
     meeting to be held as provided herein, then the Company or the Holders of
     Securities of such series in the amount above specified, as the case may
     be, may determine the time and the place in the Borough of Manhattan, the
     City of New York, or in London for such meeting and may call such meeting
     for such purposes by giving notice thereof as provided in subsection (1) of
     this Section.

SECTION 1503. PERSONS ENTITLED TO VOTE AT MEETINGS.

     Upon the calling of a meeting of Holders with respect to the Securities of
a series all or part of which are represented by a Security, a record date shall
be established for determining Holders of Outstanding Securities of such series
entitled to vote at such meeting, which record date shall be the close of
business on the day the notice of the meeting of Holders is given in accordance
with Section 1502. The Holders on such record date, and their designated
proxies, and only such Persons, shall be entitled to vote at such meeting of
Holders. To be entitled to vote at any meeting of Holders, a Person shall (a) be
a Holder of one or more Securities or (b) be a Person appointed by an instrument
in writing as proxy by a Holder of one or more Securities; PROVIDED, HOWEVER,
that in the case of any meeting of Holders with respect to the Securities of a
series all or part of which are represented by a Security, only Holders, or
their designated proxies, of record on the record date established pursuant to
Section


                                       64


1503 hereof shall be entitled to vote at such meeting. The only Persons who
shall be entitled to be present or to speak at any meeting of Holders shall be
the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 1504. QUORUM; ACTION.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; PROVIDED, HOWEVER, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than 50% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 50% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(1), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

     Except as limited by the proviso to the first paragraph of Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of that
series; PROVIDED, HOWEVER, that, except as limited by the proviso to the first
paragraph of Section 902, any resolution with respect to any consent or waiver
which this Indenture expressly provides may be given by the Holders of not less
than 50% in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly convened and at which a quorum
is present as aforesaid only by the affirmative vote of the Holders of 50% in
principal amount of the Outstanding Securities of that series; and PROVIDED,
FURTHER, that, except as limited by the proviso to the first paragraph of
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or any adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of


                                       65


Securities of such series and the related coupons, whether or not present or
represented at the meeting.

SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
              OF MEETINGS.

          (1) Notwithstanding any other provisions of this Indenture, the
     Trustee may make such reasonable regulations as it may deem advisable for
     any meeting of Holders of Securities of a series in regard to proof of the
     holding of Securities of such series in regard to proof of the holding of
     Securities of such series and of the appointment of proxies and in regard
     to the appointment and duties of inspectors of votes, the submission and
     examination of proxies, certificates and other evidence of the right to
     vote, and such other matters concerning the conduct of the meeting as is
     shall deem appropriate. Except as otherwise permitted or required by any
     such regulations, the holding of Securities shall be proved in the manner
     specified in Section 104 and the appointment of any proxy shall be proved
     in the manner specified in Section 104 or by having the signature of the
     person executing the proxy witnessed or guaranteed by any trust company,
     bank or banker authorized by Section 104. Such regulations may provide that
     written instruments appointing proxies, regular on their face, may be
     presumed valid and genuine without the proof specified in Section 104 or
     other proof.

          (2) The Trustee shall, by an instrument in writing, appoint a
     temporary chairman of the meeting, unless the meeting shall have been
     called by the Company or by Holders of Securities as provided in Section
     1502(2), in which case the Company or the Holders of Securities of the
     series calling the meeting, as the case may be, shall in like manner
     appoint a temporary chairman. A permanent chairman and a permanent
     secretary of the meeting shall be elected by vote of the Persons entitled
     to vote a majority in principal amount of the Outstanding Securities of
     such series represented at the meeting.

          (3) At any meeting each Holder of a Security of such series or proxy
     shall be entitled to one vote for each $1,000 principal amount of the
     Outstanding Securities of such series held or represented by him; PROVIDED,
     HOWEVER, that no vote shall be cast or counted at any meeting in respect of
     any Security challenged as not Outstanding and ruled by the chairman of the
     meeting to be not Outstanding. The chairman of the meeting shall have no
     right to vote, except as a Holder of a Security of such series or proxy.

          (4) Any meeting of Holders of Securities of any series duly called
     pursuant to Section 1502 at which a quorum is present may be adjourned from
     time to time by Persons entitled to vote a majority in principal amount of
     the Outstanding Securities of such series represented at the meeting; and
     the meeting may be held as so adjourned without further notice.

SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders


                                       66


of Securities of such series or of their representatives by proxy and the
principal amounts and serial numbers of the Outstanding Securities of such
series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the
meeting. A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1502
and, if applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


                                       67


     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.


                                       RITE AID CORPORATION


                                       Attest:
                                               ---------------------------------

                                               By:
                                                   -----------------------------


                                       BNY MIDWEST TRUST COMPANY


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                       68


                                    EXHIBIT A
                                    ---------

                       FORM OF FACE OF REGISTERED SECURITY


No.                                                         $
    --------------

     Rite Aid Corporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________________ , or registered assigns, the principal sum
of __________________ Dollars on _____________________ . The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or -more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be
the__________ or _________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.

     [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT ]-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.

     Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in _________, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by (i) check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register; or (ii) wire
transfer in immediately available funds to the place and account designated in
writing by the Person entitled to such payment as specified in the Security
Register.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                    Exh. A-1


     Unless the certificate of authentication hereof has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                       By:
                                           ------------------------------------
                                           Name:
                                           Title:



                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                    Exh. A-2


                                   EXHIBIT A1
                                   ----------

                          FORM OF REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of _______________ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and ___________, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee[, the holders of Senior Debt] and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. [This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $____________.]

     [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [IF APPLICABLE, INSERT --
(1) on _______________ in any year commencing with the year _____________ and
ending with the year _____________ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [IF APPLICABLE, INSERT -- (1) on or after ______________ ,
20__], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If
redeemed [IF APPLICABLE, INSERT -- on or before _________________ %, and if
redeemed] during the 12-month period beginning ______________ of the years
indicated,


   Year       Redemption Price         Redemption Year          Price
---------- ----------------------   ---------------------    -----------




and thereafter at a Redemption Price equal to ________% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ______________in
any year commencing with the year ____________and ending with the year o through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [IF
APPLICABLE, INSERT -- on or after______________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through




                                   Exh. A1-1


operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
_____________of the years indicated,

                    Redemption Price For         Redemption Price For Redemption
            Redemption Through Operation of the      Otherwise Than Through
   Year                 Sinking Fund              Operation of the Sinking Fund
---------   -----------------------------------  -------------------------------







and thereafter at a Redemption Price equal to _____________% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [IF APPLICABLE, INSERT -- Notwithstanding the foregoing, the Company may
not, prior to __________________redeem any Securities of this series as
contemplated by [IF APPLICABLE, INSERT -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than __________% per annum.]

     [IF APPLICABLE, INSERT -- The sinking fund for this series provides for the
redemption on . . . . . . . . . . in each year beginning with the year
___________ and ending with the year _______ of [IF APPLICABLE, INSERT -- not
less than $_________ ("mandatory sinking fund") and not more than] $___________
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [IF
APPLICABLE, INSERT -- mandatory] sinking fund payments may be credited against
subsequent [IF APPLICABLE, INSERT -- mandatory] sinking fund payments otherwise
required to be made [IF APPLICABLE, INSERT -- , in the inverse order in which
they become due].]

     [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT -- In the
event of redemption of this Security in part only, a new Security or Securities
of-this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

[The indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt, and this Security is issued subject to the provisions
of the Indenture with respect thereto. Each Holder of this Security, by
accepting the same, (a) agrees to and shall be bound by such provisions of the
Indenture, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c)


                                   Exh. A1-2


appoints the Trustee his or her attorney-in-fact for any and all such purposes.
Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such Holder upon said provisions.

     [IF APPLICABLE, INSERT -- The Securities shall [not be superior in right of
payment to, and shall] rank pari passu with[,] -- insert description of existing
debt of the Company that is intended to rank on a parity with the Securities.]

     [IF APPLICABLE, INSERT -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

     [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [IF THE Security IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to --INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 50% in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with


                                   Exh. A1-3


respect to the Securities of this series, the Holders of not less than 25% in
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt- of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $ __________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                   Exh. A1-4


                                   EXHIBIT B1
                                   ----------

                         FORM OF CERTIFICATE TO BE GIVEN
                      BY BENEFICIAL OWNER OF INTEREST IN A
                            TEMPORARY GLOBAL SECURITY

                                    [ISSUER]
                              [Title of Securities]
                               (the "Securities")

     This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source (a
"United States Person(s)"), (ii) are owned by United States Person(s) that are
(A) foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12 (c)(1)(v)) ("Financial Institutions")
purchasing for their own account or for resale, or (B) United States Person(s)
who acquired the Securities through the foreign branches of United States
Financial Institutions and who hold the Securities through such United States
Financial Institutions on the date hereof (and in either case (A) or (B), each
such United States Financial Institution hereby agrees, on its own behalf or
through its agent, to comply with the requirements of Section 165(j) (3) (A),
(B) or, (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
Financial Institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in
addition if the owner of the Securities is a United States or foreign, Financial
Institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) this is to further certify that such Financial Institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States Person(s) or to a person within the United States or its
possessions.

     If the Securities are of the category contemplated in Section 230.903(c)(3)
of Regulation S under the Securities Act of 1933, as amended (the "Act") then
this is also to certify that, except as set forth below (i) in the case of debt
securities, the Securities are beneficially owned by (a) non-U.S. Person(s) or
(b) U. S. Person(s) who purchased the Securities in transactions which did not
require registration under the Act: or (ii) in the case of equity securities,
the Securities are owned by (x) non-U.S. Person(s) and such persons are not
acquiring the Securities for the account or benefit of U. S. Person(s) or (y) U.
S. Person(s) who purchased the securities in a transaction which did not require
registration under the Act. If this certification is being delivered in
connection with the exercise of warrants pursuant to Section 230.902(m) of
Regulation S under the Act, then this is further to certify that, except as set
forth below, the Securities are being exercised by and on behalf of non-U.S.
Person(s). As used in this paragraph the term "U.S. Person(s)" has the meaning
given to it by Regulation S under the Act.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia) and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.


                                   Exh. B1-1


     We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the Securities held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

     This certificate excepts and does not relate to [] of such interest in the
above Securities in respect of which we are not able to certify and as to which
we understand exchange and delivery of definitive Securities (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do
so certify.

     We understand that this certificate is required in connection with certain
tax laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certification to any interested party
in such proceedings.

* Dated:  ________________,200__



                                       NAME OF PERSON MAKING CERTIFICATION


                                       By:
                                           ------------------------------------




--------
*    To be dated no earlier than the fifteenth day prior to the Certification
     Date.



                                   Exh. B1-2









                                                                     EXHIBIT 5.1

                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                            New York, New York 10036



                                                 January 12, 2005


Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011


               Re:  Rite Aid Corporation
                    Registration Statement on Form S-3 (File No. 333-121636-01)

Ladies and Gentlemen:

     We have acted as special counsel to Rite Aid Corporation, a Delaware
corporation (the "Company"), and each of the Company's subsidiaries listed on
Schedule I hereto (the "Additional Registrants") in connection with the
Registration Statement on Form S-3 (File No. 333-121636-01) (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the issuance and sale from time to time by the
Company, pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Act, of the following securities of the Company with an aggregate
public offering price of up to $1,000,000,000 or the equivalent thereof, based
on the applicable exchange rate at the time of sale, in one or more foreign
currencies, currency units or composite currencies as shall be designated by the
Company: (i) senior debt securities (which may be secured or unsecured) or
subordinated debt securities, which may be in one or more series (the "Debt
Securities"), and which may be guaranteed by one or more of the Additional
Registrants, which may be issued under one or more indentures relating to either
senior debt securities or subordinated debt securities, as applicable (the
"Indenture" or "Indentures"), proposed to be entered into between the Company
and BNY Midwest Trust Company (the "Trustee"); (ii) guarantees of Debt
Securities (the "Guarantees") that may be issued from time to time by one or
more of the Additional Registrants (including such Additional Registrants listed
on Schedule II hereto, the "Delaware and New York Registrants"); (iii) shares of
preferred stock, $1.00 par value per share, of the Company (the "Preferred
Stock"), in one or more series; (iv) shares of common stock, $1.00 par value per
share, of the Company ("Common Stock"); (v) warrants ("Warrants") to purchase
Debt Securities, Preferred Stock, Common






Stock or other securities of the Company as shall be designated by the Company
at the time of the offering issued pursuant to one or more warrant agreements
(each a "Warrant Agreement") proposed to be entered into between the Company and
warrant agents to be named (the "Warrant Agent" or "Warrant Agents"); and (vi)
such indeterminate amount of Debt Securities and number of shares of Preferred
Stock or Common Stock as may be issued upon conversion, exchange or exercise of
any Debt Securities, Preferred Stock or Warrants, including such shares of
Preferred Stock or Common Stock as may be issued pursuant to anti-dilution
adjustments, in amounts, at prices and on terms to be determined at the time of
offering (the "Indeterminate Stock"). The Debt Securities, the Guarantees, the
Preferred Stock, the Common Stock, the Warrants and the Indeterminate Stock are
collectively referred to herein as the "Offered Securities."

     This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:

     (i)    the Registration Statement relating to the Offered Securities;

     (ii)   the Restated Certificate of Incorporation of the Company, as amended
            to the date hereof (the "Certificate of Incorporation");

     (iii)  the By-laws of the Company, as currently in effect (the "By-laws");

     (iv)   form of Senior Indenture between the Company and BNY Midwest Trust
            Company, and the form of senior note included therein;

     (v)    form of Subordinated Indenture between the Company and BNY Midwest
            Trust Company, and the form of subordinated note included therein;

     (vi)   certain resolutions adopted on December 16, 2004 by the Board of
            Directors of the Company (the "Board of Directors") relating to the
            registration of the Offered Securities;

     (vii)  the charters and by-laws (or other applicable constitutive
            documents) of each of the Delaware and New York Registrants; and

     (viii) certain resolutions adopted by the Board of Directors or the Board
            of Managers, as applicable, of the Delaware and New York Registrants
            relating to the Guarantees.

     We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and the
Additional Registrants, and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company, the Additional
Registrants and others, and such





                                       2




other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, photostatic, electronic or
facsimile copies and the authenticity of the originals of such latter documents.
As to any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company, the Additional Registrants and others. In making our examination of
executed documents or documents to be executed, we have assumed that the parties
thereto, other than the Company and the Delaware and New York Registrants, had
or will have the power, corporate or otherwise, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the execution and delivery by such
parties of such documents, and, as to parties other than the Company and the
Delaware and New York Registrants, the validity and binding effect on such
parties. We have assumed that the Indentures and the Warrant Agreements will be
duly authorized, executed and delivered by the Trustee and Warrant Agents,
respectively, and that any Debt Securities, Guarantees or Warrants that may be
issued will be manually signed or countersigned, as the case may be, by duly
authorized officers of the Trustee or the Warrant Agents, respectively. In
addition, we have also assumed that the terms of the Offered Debt Securities (as
defined below) and Offered Warrants (as defined below) will have been
established so as not to violate, conflict with or constitute a default under
(i) any agreement or instrument to which the Company or any Additional
Registrant or their respective properties are subject, (ii) any law, rule or
regulation to which the Company or any Additional Registrant is subject, (iii)
any judicial or regulatory order or decree of any governmental authority or (iv)
any consent, approval, license, authorization or validation of, or filing,
recording or registration with any governmental authority.

     Our opinions set forth below are limited to the General Corporation Law of
the State of Delaware (the "DGCL") and those laws of the State of New York that,
in our experience, are normally applicable to transactions of the type
contemplated by the Registration Statement and to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental authorities
are relevant, to those required under such laws (all of the foregoing being
referred to as "Opined on Law"). We do not express any opinion with respect to
the law of any jurisdiction other than Opined on Law or as to the effect of any
such non-Opined on Law on the opinions herein stated. The Offered Securities may
be issued from time to time on a delayed or continuous basis, and this opinion
is limited to the laws, including the rules and regulations, as in effect on the
date hereof, which laws are subject to change with possible retroactive effect.

     Based upon and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that:



                                       3




1.   With respect to any series of Debt Securities (the "Offered Debt
     Securities"), when (i) the Registration Statement, as finally amended
     (including all necessary post-effective amendments), has become effective
     under the Act and the applicable Indenture has been qualified under the
     Trust Indenture Act of 1939, as amended; (ii) an appropriate prospectus
     supplement or term sheet with respect to the Offered Debt Securities has
     been prepared, delivered and filed in compliance with the Act and the
     applicable rules and regulations thereunder; (iii) if the Offered Debt
     Securities are to be sold pursuant to a firm commitment underwritten
     offering, the underwriting agreement with respect to the Offered Debt
     Securities has been duly authorized, executed and delivered by the Company,
     the Additional Registrants, if any, and the other parties thereto; (iv) the
     Board of Directors, including any appropriate committee appointed thereby,
     and appropriate officers of the Company have taken all necessary corporate
     action to approve the issuance and terms of the Offered Debt Securities and
     related matters; (v) where applicable, the boards of directors, general
     partners, members or managers of the Additional Registrants, including any
     appropriate committees appointed thereby, and appropriate officers of the
     Additional Registrants have taken all necessary corporate action to approve
     the Guarantees of the Offered Debt Securities and related matters; (vi) the
     terms of the Offered Debt Securities, including the Guarantees, if any, and
     of their issuance and sale have been duly established in conformity with
     the applicable Indenture so as not to violate any applicable law, the
     Certificate of Incorporation or By-laws, the charter or by-laws (or other
     applicable constituent documents) of any Additional Registrant, or result
     in a default under or breach of any agreement or instrument binding upon
     the Company or any Additional Registrant, and so as to comply with any
     requirement or restriction imposed by any court or governmental body having
     jurisdiction over the Company or any Additional Registrant; and (vii) the
     Offered Debt Securities, including the Guarantees, if any, have been duly
     executed and authenticated in accordance with the provisions of the
     applicable Indenture and duly delivered to the purchasers thereof upon
     payment of the agreed-upon consideration therefor, the Offered Debt
     Securities (including any Debt Securities duly issued upon conversion,
     exchange or exercise of any Debt Securities, Preferred Stock or Warrants),
     when issued and sold in accordance with the applicable Indenture and the
     applicable underwriting agreement, if any, or any other duly authorized,
     executed and delivered valid and binding purchase or agency agreement, and
     the Guarantees thereon, if any, when granted in accordance with the
     Applicable Indenture, will be valid and binding obligations of the Company
     and the Additional Registrants, enforceable against the Company and the
     Additional Registrants, respectively, in accordance with their respective
     terms, except to the extent that enforcement thereof may be limited by (a)
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
     or other similar laws now or hereafter in effect relating to creditors'
     rights generally, (b) general principles of equity (regardless of whether
     enforceability is considered in a



                                       4




     proceeding at law or in equity), (c) public policy considerations which may
     limit the rights of parties to obtain remedies, (d) the waivers of any
     usury defense contained in the Indentures which may be unenforceable, (e)
     requirements that a claim with respect to any Offered Debt Securities
     denominated in a currency, currency unit or composite currency other than
     United States dollars (or a judgment denominated other than in United
     States dollars in respect of such claim) be converted into United States
     dollars at a rate of exchange prevailing on a date determined pursuant to
     applicable law, and (f) governmental authority to limit, delay or prohibit
     the making of payments outside the United States or in foreign currencies,
     currency units or composite currencies.

2.   With respect to any series of Warrants (the "Offered Warrants"), when (i)
     the Registration Statement, as finally amended (including all necessary
     post-effective amendments), has become effective under the Act; (ii) an
     appropriate prospectus supplement or term sheet with respect to the Offered
     Warrants has been prepared, delivered and filed in compliance with the Act
     and the applicable rules and regulations thereunder; (iii) if the Offered
     Warrants are to be sold pursuant to a firm commitment underwritten
     offering, an underwriting agreement with respect to the Offered Warrants
     has been duly authorized, executed and delivered by the Company and the
     other parties thereto; (iv) the Board of Directors, including any
     appropriate committee appointed thereby, and appropriate officers of the
     Company have taken all necessary corporate action to approve the issuance
     and terms of the Offered Warrants and related matters; (v) the terms of the
     Offered Warrants and of their issuance and sale have been duly established
     in conformity with the applicable Warrant Agreement so as not to violate
     any applicable law, the Certificate of Incorporation or By-laws or result
     in a default under or breach of any agreement or instrument binding upon
     the Company and so as to comply with any requirement or restriction imposed
     by any court or governmental body having jurisdiction over the Company and
     the applicable Warrant Agent; and (vi) the Offered Warrants have been duly
     executed, delivered and countersigned in accordance with the provisions of
     the applicable Warrant Agreement and duly issued and sold in the applicable
     form to be filed as an exhibit to the Registration Statement or any
     amendment thereto and in the manner contemplated in the Registration
     Statement or any prospectus supplement or term sheet relating thereto, the
     Offered Warrants (including any Warrants duly issued upon conversion,
     exchange or exercise of any Debt Securities or Preferred Stock), when
     issued and sold in accordance with the applicable Warrant Agreement and the
     applicable underwriting agreement or any other duly authorized, executed
     and delivered valid and binding purchase or agency agreement, will be valid
     and binding obligations of the Company, enforceable against the Company in
     accordance with their respective terms, except to the extent that
     enforcement thereof may be limited by (a) bankruptcy, insolvency,
     reorganization, fraudulent conveyance, moratorium or other similar laws now
     or hereafter in effect relating to creditors' rights generally, (b) general
     principles of equity



                                       5





     (regardless of whether enforceability is considered in a proceeding at law
     or in equity); and (c) public policy considerations which may limit the
     rights of parties to obtain remedies.

3.   With respect to the shares of any series of Preferred Stock, including any
     Indeterminate Stock (the "Offered Preferred Stock"), when (i) the
     Registration Statement, as finally amended (including all necessary
     post-effective amendments), has become effective under the Act; (ii) an
     appropriate prospectus supplement or term sheet with respect to the shares
     of the Offered Preferred Stock has been prepared, delivered and filed in
     compliance with the Act and the applicable rules and regulations
     thereunder; (iii) if the Offered Preferred Stock is to be sold pursuant to
     a firm commitment underwritten offering, the underwriting agreement with
     respect to the shares of the Offered Preferred Stock has been duly
     authorized, executed and delivered by the Company and the other parties
     thereto; (iv) the Board of Directors, including any appropriate committee
     appointed thereby, and appropriate officers of the Company have taken all
     necessary corporate action to approve the issuance and terms of the shares
     of the Offered Preferred Stock and related matters, including the adoption
     of a Certificate of Designation for the Offered Preferred Stock in
     accordance with the applicable provisions of the corporate laws of the
     State of Delaware (the "Certificate of Designation"); (v) the filing of the
     Certificate of Designation with the Secretary of State of the State of
     Delaware has duly occurred; (vi) the terms of the Offered Preferred Stock
     and of their issuance and sale have been duly established in conformity
     with the Certificate of Incorporation, including the Certificate of
     Designation relating to the Offered Preferred Stock, and the By-laws of the
     Company so as not to violate any applicable law, the Certificate of
     Incorporation or By-laws or result in a default under or breach of any
     agreement or instrument binding upon the Company and so as to comply with
     any requirement or restriction imposed by any court or governmental body
     having jurisdiction over the Company; and (vii) certificates in the form
     required under Delaware corporate law representing the shares of the
     Offered Preferred Stock are duly executed, countersigned, registered and
     delivered upon payment of the agreed-upon consideration therefor, the
     shares of the Offered Preferred Stock (including any Preferred Stock duly
     issued upon conversion, exchange or exercise of any Debt Securities,
     Preferred Stock or Warrants), when issued or sold in accordance with the
     applicable underwriting agreement or any other duly authorized, executed
     and delivered valid and binding purchase or agency agreement, will be duly
     authorized, validly issued, fully paid and nonassessable, provided that the
     consideration therefor is not less than $1.00 per share of Preferred Stock.

4.   With respect to any offering of Common Stock by the Company, including any
     Indeterminate Stock (the "Offered Common Stock"), when (i) the Registration
     Statement, as finally amended (including all necessary post-effective
     amendments), has become effective under the Act; (ii) an



                                       6




     appropriate prospectus supplement or term sheet with respect to the Offered
     Common Stock has been prepared, delivered and filed in compliance with the
     Act and the applicable rules and regulations thereunder; (iii) if the
     Offered Common Stock is to be sold pursuant to a firm commitment
     underwritten offering, the underwriting agreement with respect to the
     Offered Common Stock has been duly authorized, executed and delivered by
     the Company and the other parties thereto; (iv) the Board of Directors,
     including any appropriate committee appointed thereby, and appropriate
     officers of the Company have taken all necessary corporate action to
     approve the issuance of the Offered Common Stock and related matters; (v)
     the terms of the issuance and sale of the Offered Common Stock have been
     duly established in conformity with the Certificate of Incorporation and
     By-laws so as not to violate any applicable law, the Certificate of
     Incorporation or By-laws or result in a default under or breach of any
     agreement or instrument binding upon the Company and so as to comply with
     any requirement or restriction imposed by any court or governmental body
     having jurisdiction over the Company; and (vi) certificates in the form
     required under Delaware corporate law representing the shares of Offered
     Common Stock are duly executed, countersigned, registered and delivered
     upon payment of the agreed upon consideration therefor, the shares of
     Offered Common Stock (including any Common Stock duly issued upon
     conversion, exchange or exercise of any Debt Securities, Preferred Stock or
     Warrants), when issued and sold in accordance with the applicable
     underwriting agreement with respect to the Offered Common Stock or any
     other duly authorized, executed and delivered valid and binding purchase or
     agency agreement, will be duly authorized, validly issued, fully paid and
     nonassessable, provided that the consideration therefor is not less than
     $1.00 per share of Common Stock.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also hereby consent to the use of our
name under the heading "Legal Matters" in the prospectus which forms a part of
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable laws.





                                   Very truly yours,
                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP



                                       7




                                                                      SCHEDULE I


                             ADDITIONAL REGISTRANTS

Ann & Government Streets-Mobile, Alabama, LLC
Apex Drug Stores, Inc.
Broadview and Wallings-Broadview Heights Ohio, Inc.
Central Avenue & Main Street Petal-MS, LLC
Dominion Drug Stores Corp.
Eagle Managed Care Corp.
Eighth and Water Streets-Urichsville, Ohio, LLC
England Street-Asheland Corporation
Fairground, L.L.C.
GDF, Inc.
Gettysburg and Hoover-Dayton, Ohio, LLC
Harco, Inc.
K&B, Incorporated
K&B Alabama Corporation
K&B Louisiana Corporation
K&B Mississippi Corporation
K&B Services, Incorporated
K&B Tennessee Corporation
K&B Texas Corporation
Keystone Centers, Inc.
Lakehurst and Broadway Corporation
Mayfield & Chillicothe Roads-Chesterland, LLC
Munson & Andrews, LLC
Name Rite, L.L.C.
Northline & Dix-Toledo-Southgate, LLC
PDS-1 Michigan, Inc.
P.L.D. Enterprises, Inc.
PL Xpress, Inc.
Patton Drive and NavyBoulevard Property Corporation
Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC
Perry Distributors, Inc.
Perry Drug Stores, Inc.
RDS Detroit, Inc.
Ram-Utica, 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 Maine, 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 Ohio, Inc.
Rite Aid of Pennsylvania, Inc.
Rite Aid of South Carolina, Inc.
Rite Aid of Tennessee, Inc.
Rite Aid of Vermont, Inc.
Rite Aid of Virginia, Inc.
Rite Aid of Washington, D.C., Inc.
Rite Aid of West Virginia, Inc.
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Services, L.L.C.
Rite Aid Transport, Inc.
Rite Fund, Inc.
Rite Investments Corp.
Rx Choice, Inc.
Seven Mile and Evergreen-Detroit, LLC
Silver Springs Road-Baltimore, Maryland/One, LLC
Silver Springs Road-Baltimore, Maryland/Two, LLC
State & Fortification Streets-Jackson, Mississippi, LLC
State Street and Hill Road-Gerard, Ohio, LLC
The Lane Drug Company
The Muir Company
Thrifty Corporation
Thrifty PayLess, Inc.
Tyler and Sanders Roads, Birmingham-Alabama, LLC
Virginia Corporation
112 Burleigh Avenue Norfolk, LLC
537 Elm Street Corp.
657-659 Broad St. Corp.
764 South Broadway-Geneva, Ohio, LLC
1515 West State Street Boise, Idaho, LLC
1740 Associates, L.L.C.
3581 Carter Hill Road-Montgomery Corp.
4042 Warrensville Center Road-Warrensville Ohio, Inc.
5277 Associates, Inc.
5600 Superior Properties, Inc.





                                                                     SCHEDULE II


                        DELAWARE AND NEW YORK REGISTRANTS

Ann & Government Streets - Mobile, Alabama, LLC
Central Avenue and Main Street - Petal, MS, LLC
Eagle Managed Care Corp.
Eighth and Water Streets - Urichsville, Ohio, LLC
K & B, Incorporated
Munson & Andrews, LLC
Name Rite, L.L.C.
Paw Paw Lake Road & Paw Paw Avenue - Coloma, Michigan, LLC
Rite Aid Drug Palace, Inc.
Rite Aid Hdqtrs. Corp.
Rite Aid Hdqtrs. Funding., Inc.
Rite Aid of Delaware, Inc.
Rite Aid of New York, Inc.
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Services, L.L.C.
Rite Aid Transport, Inc.
Rite Fund, Inc.
Rite Investments Corp.
Rx Choice, Inc.
Silver Springs Road - Baltimore, Maryland/One, LLC
Silver Springs Road - Baltimore, Maryland/Two, LLC
State & Fortification Streets - Jackson, Mississippi, LLC
State Street and Hill Road - Gerard, Ohio, LLC
Tyler and Sanders Roads, Birmingham - Alabama, LLC
Virginia Corporation
1515 West State Street Boise, Idaho, LLC















 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|

                           ---------------------------



                            BNY MIDWEST TRUST COMPANY
                 (formerly known as CTC Illinois Trust Company)
               (Exact name of trustee as specified in its charter)


Illinois                                         36-3800435
(State of incorporation                          (I.R.S. employer
if not a U.S. national bank)                     identification no.)

2 North LaSalle Street
Suite 1020
Chicago, Illinois                                60602
(Address of principal executive offices)         (Zip code)

                           ---------------------------

                              RITE AID CORPORATION
               (Exact name of obligor as specified in its charter)

Delaware                                         23-1614034
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                  Ann & Government Streets-Mobile, Alabama, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)






                             Apex Drug Stores, Inc.
               (Exact name of obligor as specified in its charter)

Michigan                                         38-2413448
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)



      Baltimore/Annapolis Boulevard & Governor Richie Highway-Glen Burnie,
                                  Maryland, LLC
               (Exact name of obligor as specified in its charter)



Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)





               Broadview and Wallings-Broadview Heights Ohio, Inc.
               (Exact name of obligor as specified in its charter)

Ohio                                             25-1814215
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                   Central Avenue & Main Street Petal- MS, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Dominion Drug Stores Corp.
               (Exact name of obligor as specified in its charter)

Nevada                                           80-0052342
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            Eagle Managed Care Corp.
               (Exact name of obligor as specified in its charter)

Delaware                                         25-1724201
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -2-





                  Eighth & Water Streets-Urichsville, Ohio, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                       England Street-Asheland Corporation
               (Exact name of obligor as specified in its charter)

Virginia                                         80-0052343
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                               Fairground, L.L.C.
               (Exact name of obligor as specified in its charter)

Virginia                                         54-1849788
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                    GDF, Inc.
               (Exact name of obligor as specified in its charter)

Maryland                                         34-1343867
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                     Gettysburg and Hoover-Dayton, Ohio, LLC
               (Exact name of obligor as specified in its charter)

Ohio                                             N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                Gratiot & Center-Saginaw Township, Michigan, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -3-







                                   Harco, Inc.
               (Exact name of obligor as specified in its charter)

Alabama                                          63-0522700
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                K&B, Incorporated
               (Exact name of obligor as specified in its charter)

Delaware                                         51-0346254
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                             K&B Alabama Corporation
               (Exact name of obligor as specified in its charter)

Alabama                                          72-1011085
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            K&B Louisiana Corporation
               (Exact name of obligor as specified in its charter)

Louisiana                                        72-1043860
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           K&B Mississippi Corporation
               (Exact name of obligor as specified in its charter)

Mississippi                                      72-0983482
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           K&B Services, Incorporated
               (Exact name of obligor as specified in its charter)

Louisiana                                        72-1245171
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -4-





                            K&B Tennessee Corporation
               (Exact name of obligor as specified in its charter)

Tennessee                                        62-1444359
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                              K&B Texas Corporation
               (Exact name of obligor as specified in its charter)

Texas                                            72-1010327
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                             Keystone Centers, Inc.
               (Exact name of obligor as specified in its charter)

Pennsylvania                                     23-1730114
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                       Lakehurst and Broadway Corporation
               (Exact name of obligor as specified in its charter)

New Jersey                                       23-2937947
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                  Mayfield & Chillicothe Roads-Chesterland, LLC
               (Exact name of obligor as specified in its charter)

Ohio                                             N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                              Munson & Andrews, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -5-





                                Name Rite, L.L.C.
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                      Northline & Dix-Toledo-Southgate, LLC
               (Exact name of obligor as specified in its charter)

Michigan                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                              PDS-1 Michigan, Inc.
               (Exact name of obligor as specified in its charter)

Michigan                                         38-2935739
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            P.L.D. Enterprises, Inc.
               (Exact name of obligor as specified in its charter)

Nevada                                           80-0052347
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                 PL Xpress, Inc.
               (Exact name of obligor as specified in its charter)

Oregon                                           93-0962294
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




              Patton Drive and Navy Boulevard Property Corporation
               (Exact name of obligor as specified in its charter)


Florida                                          23-2870495
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -6-





            Paw Paw Lake Road & Paw Paw Avenue-Coloma, Michigan, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            Perry Distributors, Inc.
               (Exact name of obligor as specified in its charter)

Michigan                                         38-1718545
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                             Perry Drug Stores, Inc.
               (Exact name of obligor as specified in its charter)

Michigan                                         38-0947300
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                RDS Detroit, Inc.
               (Exact name of obligor as specified in its charter)

Michigan                                         35-1799950
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                 Ram-Utica, Inc.
               (Exact name of obligor as specified in its charter)

Michigan                                         80-0052329
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                   READ's Inc.
               (Exact name of obligor as specified in its charter)

Maryland                                         80-0052330
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -7-





                           Rite Aid Drug Palace, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                         23-2325476
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                             Rite Aid Hdqtrs. Corp.
               (Exact name of obligor as specified in its charter)

Delaware                                         23-2308342
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            Rite Aid of Alabama, Inc.
               (Exact name of obligor as specified in its charter)

Alabama                                          23-2410761
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                          Rite Aid of Connecticut, Inc.
               (Exact name of obligor as specified in its charter)

Connecticut                                      23-1940645
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Rite Aid of Delaware, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                         23-1940646
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            Rite Aid of Florida, Inc.
               (Exact name of obligor as specified in its charter)

Florida                                          23-2047226
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -8-





                            Rite Aid of Georgia, Inc.
               (Exact name of obligor as specified in its charter)

Georgia                                          23-2125551
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Rite Aid of Illinois, Inc.
               (Exact name of obligor as specified in its charter)

Illinois                                         23-2416666
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            Rite Aid of Indiana, Inc.
               (Exact name of obligor as specified in its charter)

Indiana                                          23-2048778
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Rite Aid of Kentucky, Inc.
               (Exact name of obligor as specified in its charter)

Kentucky                                         23-2039291
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                             Rite Aid of Maine, Inc.
               (Exact name of obligor as specified in its charter)

Maine                                            01-0324725
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Rite Aid of Maryland, Inc.
               (Exact name of obligor as specified in its charter)

Maryland                                         23-1940941
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -9-





                         Rite Aid of Massachusetts, Inc.
               (Exact name of obligor as specified in its charter)

Massachusetts                                    23-1940647
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Rite Aid of Michigan, Inc.
               (Exact name of obligor as specified in its charter)

Michigan                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                         Rite Aid of New Hampshire, Inc.
               (Exact name of obligor as specified in its charter)

New Hampshire                                    23-2008320
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                          Rite Aid of New Jersey, Inc.
               (Exact name of obligor as specified in its charter)

New Jersey                                       23-1940648
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Rite Aid of New York, Inc.
               (Exact name of obligor as specified in its charter)

New York                                         23-1940649
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                        Rite Aid of North Carolina, Inc.
               (Exact name of obligor as specified in its charter)

North Carolina                                   23-1940650
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                      -10






                             Rite Aid of Ohio, Inc.
               (Exact name of obligor as specified in its charter)

Ohio                                             23-1940651
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                         Rite Aid of Pennsylvania, Inc.
               (Exact name of obligor as specified in its charter)

Pennsylvania                                     23-1940652
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                        Rite Aid of South Carolina, Inc.
               (Exact name of obligor as specified in its charter)

South Carolina                                   23-2047222
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Rite Aid of Tennessee, Inc.
               (Exact name of obligor as specified in its charter)

Tennessee                                        23-2047224
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            Rite Aid of Vermont, Inc.
               (Exact name of obligor as specified in its charter)

Vermont                                          23-1940942
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                           Rite Aid of Virginia, Inc.
               (Exact name of obligor as specified in its charter)

Virginia                                         23-1940653
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -11-





                       Rite Aid of Washington, D.C., Inc.
               (Exact name of obligor as specified in its charter)

Washington, D.C.                                 23-2461466
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                         Rite Aid of West Virginia, Inc.
               (Exact name of obligor as specified in its charter)

West Virginia                                    23-1940654
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                              Rite Aid Realty Corp.
               (Exact name of obligor as specified in its charter)

Delaware                                         23-1725347
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                     Rite Aid Rome Distribution Center, Inc.
               (Exact name of obligor as specified in its charter)

New York                                         23-1887836
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            Rite Aid Services, L.L.C.
               (Exact name of obligor as specified in its charter)

Delaware                                         02-0655440
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                            Rite Aid Transport, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                         25-1793102
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -12-





                                 Rite Fund, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                         51-0273194
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                             Rite Investments Corp.
               (Exact name of obligor as specified in its charter)

Delaware                                         51-0273192
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                 Rx Choice, Inc.
               (Exact name of obligor as specified in its charter)

Delaware                                         25-1598207
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                      Seven Mile and Evergreen-Detroit, LLC
               (Exact name of obligor as specified in its charter)

Michigan                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                Silver Springs Road-Baltimore, Maryland/One, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                Silver Springs Road-Baltimore, Maryland/Two, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -13-





             State & Fortification Streets-Jackson, Mississippi, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                  State Street and Hill Road-Gerard, Ohio, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                              The Lane Drug Company
               (Exact name of obligor as specified in its charter)

Ohio                                             53-0125212
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                                The Muir Company
               (Exact name of obligor as specified in its charter)

Ohio                                             38-0857390
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)

                               Thrifty Corporation
               (Exact name of obligor as specified in its charter)

California                                       95-1297550
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                              Thrifty PayLess, Inc.
               (Exact name of obligor as specified in its charter)

California                                       95-4391249
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -14-





                Tyler and Sanders Roads, Birmingham-Alabama, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                              Virginia Corporation
               (Exact name of obligor as specified in its charter)

Delaware                                         51-0335659
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                        112 Burleigh Avenue Norfolk, LLC
               (Exact name of obligor as specified in its charter)

Virginia                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                              537 Elm Street Corp.
               (Exact name of obligor as specified in its charter)

Rhode Island                                     23-2962033
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                             657-659 Broad St. Corp.
               (Exact name of obligor as specified in its charter)

New Jersey                                       80-0052338
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                      764 South Broadway-Geneva, Ohio, LLC
               (Exact name of obligor as specified in its charter)

Ohio                                             23-1974076
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -15-





                    1515 West State Street Boise, Idaho, LLC
               (Exact name of obligor as specified in its charter)

Delaware                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                             1740 Associates, L.L.C.
               (Exact name of obligor as specified in its charter)

Michigan                                         N/A
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                     3581 Carter Hill Road-Montgomery Corp.
               (Exact name of obligor as specified in its charter)

Alabama                                          80-0052336
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




              4042 Warrensville Center Road-Warrensville Ohio, Inc.
               (Exact name of obligor as specified in its charter)

Ohio                                             25-1820507
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)




                              5277 Associates, Inc.
               (Exact name of obligor as specified in its charter)

Washington                                       23-2940919
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


                                      -16-





                         5600 Superior Properties, Inc.
               (Exact name of obligor as specified in its charter)

Ohio                                             80-0052337
(State or other jurisdiction of                  (I.R.S. employer
incorporation or organization)                   identification no.)


30 Hunter Lane
Camp Hill, Pennsylvania                          17011
(Address of principal executive offices)         (Zip code)

                           ---------------------------

                                 Debt Securities
                       (Title of the indenture securities)


 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =





                                      -17-







1.  GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

    (A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
         IS SUBJECT.

--------------------------------------------------------------------------------
                     Name                                 Address
--------------------------------------------------------------------------------
         Office of Banks & Trust Companies of   500 E. Monroe Street
         the State of Illinois                  Springfield, Illinois 62701-1532

         Federal Reserve Bank of Chicago        230 S. LaSalle Street
                                                Chicago, Illinois 60603


    (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

    Yes.

2.  AFFILIATIONS WITH OBLIGOR.

    IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
    AFFILIATION.

    None.

16. LIST OF EXHIBITS.

    EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
    INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
    7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
    229.10(D).

    1.   A copy of Articles of Incorporation of BNY Midwest Trust Company
         (formerly CTC Illinois Trust Company, formerly Continental Trust
         Company) as now in effect. (Exhibit 1 to Form T-1 filed with the
         Registration Statement No. 333-47688.)

    2,3. A copy of the Certificate of Authority of the Trustee as now in effect,
         which contains the authority to commence business and a grant of powers
         to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with
         the Registration Statement No. 333-47688.)

    4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
         filed with the Registration Statement No. 333-47688.)

    6.   The consent of the Trustee required by Section 321(b) of the Act.
         (Exhibit 6 to Form T-1 filed with the Registration Statement No.
         333-47688.)

    7.   A copy of the latest report of condition of the Trustee published
         pursuant to law or to the requirements of its supervising or examining
         authority.

                                      -18-


                                    SIGNATURE

         Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust
Company, a corporation organized and existing under the laws of the State of
Illinois, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
Chicago, and State of Illinois, on the 12th day of January, 2005.


                                          BNY Midwest Trust Company


                                          By:   /s/   D.G. DONOVAN
                                            -----------------------------------
                                                Name:  D.G. DONOVAN
                                                Title: VICE PRESIDENT

                                      -19-




                                                                      EXHIBIT 7
                                                                      ---------


                         OFFICE OF BANKS AND REAL ESTATE
                       BUREAU OF BANKS AND TRUST COMPANIES

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY MIDWEST TRUST COMPANY
                             2 NORTH LASALLE STREET
                                   SUITE 1020
                             CHICAGO, ILLINOIS 60602

Including the institution's domestic and foreign subsidiaries completed as of
the close of business on November 30, 2004, submitted in response to the call of
the Office of Banks and Real Estate of the State of Illinois.




                                  ASSETS                                 THOUSANDS OF DOLLARS
                                  ------                                 --------------------
                                                                                 (000)

1.  Cash and Due from Depository Institution.......................             44,386

2.  U.S. Treasury Securities.......................................              - 0 -

3.  Obligations of States and Political Subdivisions...............              - 0 -

4.  Other Bonds, Notes and Debentures..............................              - 0 -

5.  Corporate Stock................................................              - 0 -

6.  Trust  Company  Premises,  Furniture,  Fixtures  and
    Other Assets Representing Trust Company Premises...............                592

7.  Accounts Receivable............................................              4,848

8.  Goodwill.......................................................             86,813

9.  Intangibles ...................................................                -0-

10. Other Assets ..................................................              5,280

        (Itemize amounts greater than 15% of Line 10)

                Income Taxes Receivable.......................5,213
                ---------------------------------------------------


11. TOTAL ASSETS...................................................            141,919




                                                                     Page 1 of 3






                         OFFICE OF BANKS AND REAL ESTATE
                       BUREAU OF BANKS AND TRUST COMPANIES

                        CONSOLIDATED REPORT OF CONDITION
                                       OF

                            BNY MIDWEST TRUST COMPANY
                             2 NORTH LASALLE STREET
                                   SUITE 1020
                             CHICAGO, ILLINOIS 60602




                                  LIABILITIES                            THOUSANDS OF DOLLARS
                                  -----------                            --------------------

12. Accounts Payable...............................................                 34

13. Taxes Payable..................................................                  0

14. Other Liabilities for Borrowed Money...........................             25,425

15. Other Liabilities..............................................

        (Itemize amounts greater than 15% of Line 14)

                Reserve for Taxes............................11,380
                                                                                11,885
16. TOTAL LIABILITIES
                                                                                37,344
                                 EQUITY CAPITAL
                                 --------------

17. Preferred Stock................................................              - 0 -

18. Common Stock...................................................              2,000

19. Surplus........................................................             67,130

20. Reserve for Operating Expenses.................................              - 0 -

21. Retained Earnings (Loss).......................................             35,445

22. TOTAL EQUITY CAPITAL...........................................            104,575

23. TOTAL LIABILITIES AND EQUITY CAPITAL...........................            141,919




                                                                     Page 2 of 3






I,   Robert L. DePaola, Vice President
   -----------------------------------------------------------------------------
              (Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this

statement is accurate to the best of my knowledge and belief. I understand that

submission of false information with the intention to deceive the Commissioner

or his Administrative officers is a felony.

                              /s/ Robert L. DePaola
           -----------------------------------------------------------
                (Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 23rd day of January, 2004. My Commission

expires May 15, 2007.

                                          /s/ Joseph A. Giacobino, Notary Public
                                        -------------------------

(Notary Seal)


Person to whom Supervisory Staff should direct questions concerning this report.




Emmie Chan                                           Assistant Treasurer
------------------------------            -------------------------------------
Name                                                       Title

(212) 437-5639
-------------------------------------------------------------------------------
Telephone Number (Extension)

eychan@bankofny.com
------------------------------------------------------
E-mail


                                                                    Page 3 of 3