EXECUTION COPY

                              RITE AID CORPORATION

                                  $360,000,000

                      8.125% Senior Secured Notes Due 2010

                               Purchase Agreement

                                                              New York, New York
                                                                  April 15, 2003

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Fleet Securities, Inc.
As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

          Rite Aid Corporation, a corporation organized under the laws of
Delaware (the "Company"), proposes to issue and sell to the several parties
named in Schedule I hereto (the "Initial Purchasers"), for whom you (the
"Representatives") are acting as representatives, $360,000,000 principal amount
of its 8.125% Senior Secured Notes Due 2010 (including the guarantees thereof
described herein, the "Securities"). The Securities are to be issued under an
indenture (the "Indenture"), to be dated as of April 22, 2003, among the
Company, the subsidiary guarantors party thereto (the "Subsidiary Guarantors")
and BNY Midwest Trust Company, as trustee (the "Trustee"). The Securities have
the benefit of a Registration Rights Agreement (the "Registration Rights
Agreement"), to be dated April 22, 2003, among the Company, the Subsidiary
Guarantors and the Initial Purchasers, pursuant to which the Company and such
Subsidiary Guarantors have agreed to file with the Commission (i) a registration
statement under the Securities Act registering an issue of senior secured notes
of the Company (including the guarantees thereof described herein, the "Exchange
Notes"), which are identical in all material respects to the Securities (except
that the Exchange Notes will not contain terms with respect to transfer
restrictions) and (ii) under certain circumstances, a shelf registration
statement pursuant to Rule 415 under the Securities Act. To the extent there are
no additional parties listed on Schedule I other than you, the term
Representatives as used herein shall mean you as the Initial Purchasers, and the
terms Representatives and Initial Purchasers shall mean either the singular or
plural as the context requires. The use of the neuter in this Agreement shall
include the feminine and masculine wherever appropriate. Certain terms used
herein are defined in Section 17 hereof. Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Final Memorandum (as
defined below).

          The sale of the Securities to the Initial Purchasers will be made
without registration of the Securities under the Securities Act in reliance upon
exemptions from the registration requirements of the Securities Act.



                                                                               2


          In connection with the sale of the Securities, the Company has
prepared a final offering memorandum, dated April 15, 2003 (as amended or
supplemented at the Execution Time, including any and all exhibits thereto and
any information incorporated by reference therein, the "Final Memorandum"),
which sets forth certain information concerning the Company and the Securities.
The Company hereby confirms that it has authorized the use of the Final
Memorandum, and any amendment or supplement thereto, in connection with the
offer and sale of the Securities by the Initial Purchasers.

          The Subsidiary Guarantors shall provide a subordinated guarantee of
the obligations under the Securities and shall grant to the holders of the
Securities a shared second priority lien, subject to permitted liens, on the
Collateral pursuant to the guarantee agreements, security agreements, mortgages,
intercreditor agreements and other similar agreements listed on Schedule II
hereto (collectively, the "Security Documents").

          For purposes of this Agreement, all references to Subsidiary
Guarantors shall mean those entities set forth on Schedule III hereto plus any
other Subsidiary Guarantor that becomes a party to this Agreement pursuant to
Sections 5(o) hereof; provided, however, that any such Subsidiary Guarantor
shall cease to be a Subsidiary Guarantor under this Agreement and the
Registration Rights Agreement at such time as such entity ceases to be a
Subsidiary Guarantor under the Security Documents.

          1. Representations and Warranties. The Company and each of the
Subsidiary Guarantors jointly and severally represent and warrant to each
Initial Purchaser as set forth below in this Section 1.

          (a) At the Execution Time and on the Closing Date (as defined in
     Section 3 hereof), the Final Memorandum did not, and will not (and any
     amendment or supplement thereto, at the date thereof and at the Closing
     Date, will not), contain any untrue statement of a material fact or omit to
     state any material fact necessary to make the statements therein, in light
     of the circumstances under which they were made, not misleading; provided,
     however, that the Company and the Subsidiary Guarantors make no
     representation or warranty as to the information contained in or omitted
     from the Final Memorandum, or any amendment or supplement thereto, in
     reliance upon and in conformity with information furnished in writing to
     the Company by or on behalf of the Initial Purchasers through any of the
     Representatives specifically for inclusion therein.

          (b) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf (other than the Initial Purchasers or anyone
     acting on their behalf, as to whom the Company makes no representation)
     has, directly or indirectly, made offers or sales of any security, or
     solicited offers to buy any security, under circumstances that would
     require the registration of the Securities under the Securities Act.

          (c) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf (other than the Initial Purchasers or anyone
     acting on their behalf, as to whom the Company makes no representation) has
     engaged in any form of general solicitation or



                                                                               3


     general advertising (within the meaning of Regulation D) in connection with
     any offer or sale of the Securities in the United States.

          (d) The Securities satisfy the eligibility requirements of Rule
     144A(d)(3) under the Securities Act.

          (e) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf (other than the Initial Purchasers or anyone
     acting on their behalf, as to whom the Company makes no representation) has
     engaged in any directed selling efforts with respect to the Securities
     being sold in reliance on Regulation S, and each of them has complied with
     the offering restrictions requirements of Regulation S. Terms used in this
     paragraph have the meanings given to them by Regulation S.

          (f) Neither the Company nor any Subsidiary Guarantor is, and after
     giving effect to the offering and sale of the Securities and the
     application of the proceeds thereof as described in the Final Memorandum
     none of them will be, an "investment company" within the meaning of the
     Investment Company Act.

          (g) The Company is subject to and in compliance, in all material
     respects, with the reporting requirements of Section 13 or Section 15(d) of
     the Exchange Act.

          (h) Neither the Company nor any Subsidiary Guarantor has paid or
     agreed to pay to any person any compensation for soliciting another to
     purchase any Securities (except as contemplated by this Agreement).

          (i) Neither the Company nor any Subsidiary Guarantor has taken,
     directly or indirectly, any action designed to or that would constitute or
     that might reasonably be expected to cause or result in, under the Exchange
     Act or otherwise, the stabilization or manipulation of the price of any
     security of the Company or any Subsidiary Guarantor to facilitate the sale
     or resale of the Securities.

          (j) On the Closing Date, each of the Indenture and the Security
     Documents will conform in all material respects to the descriptions thereof
     contained in the Final Memorandum.

          (k) On the Closing Date, the obligations of the Subsidiary Guarantors
     under the Subsidiary Guarantees in favor of the holders of Securities will
     be secured by, and upon issuance of the Exchange Notes the obligations of
     the Subsidiary Guarantors under the Subsidiary Guarantees in favor of the
     holders of the Exchange Notes will be secured by, valid and enforceable
     perfected second priority liens on the Collateral pursuant to the Security
     Documents for the benefit of holders of the Securities or the Exchange
     Notes, as the case may be (the "Security Interests"), and the Collateral
     will be free and clear of all liens, except for the liens on the Collateral
     created or permitted by the Indenture and the Security Documents. The
     Security Interests will be pari passu in all respects with the liens
     securing the Company's 9 1/2% Notes and 12.5% Notes.



                                                                               4


          (l) On the Closing Date, all filings, recordings, registrations and
     other actions necessary or desirable to preserve and protect the rights
     with respect to, and perfect and make valid and enforceable, the Security
     Interests under the Security Documents will have been taken and be in full
     force and effect.

          (m) Each of the Company and its subsidiaries has been duly
     incorporated, is validly existing as a corporation and, except for Rite Aid
     of Connecticut, Inc., is in good standing under the laws of the
     jurisdiction in which it is chartered or organized with full corporate
     power and authority to own or lease, as the case may be, and to operate its
     properties and conduct its business as described in the Final Memorandum,
     and is duly qualified to do business as a foreign corporation and is in
     good standing under the laws of each jurisdiction which requires such
     qualification except to the extent that failure to be so qualified or be in
     good standing would not reasonably be expected to have a material adverse
     effect on the condition (financial or otherwise), prospects, earnings,
     business or properties of the Company and its subsidiaries, taken as a
     whole, whether or not arising from transactions in the ordinary course of
     business (a "Material Adverse Effect").

          (n) All the outstanding shares of capital stock of each subsidiary
     have been duly and validly authorized and issued and are fully paid and
     nonassessable, and, except for Rx USA, Inc., Rite Aid Lease Management
     Company, Read's, Inc., Thrifty PayLess Health Services, L.L.P. and Rite Aid
     Risk Management Corp., all outstanding shares of capital stock of the
     subsidiaries of the Company are owned by the Company either directly or
     through wholly owned subsidiaries free and clear of any perfected security
     interest or any other security interests, claims, liens or encumbrances.

          (o) The Company's authorized equity capitalization is as set forth in
     the Final Memorandum.

          (p) The statements in the Final Memorandum under the headings "Certain
     United States Federal Tax Considerations for Non-United States Holders",
     "Description of Notes", "Exchange Offer; Registration Rights", "Business --
     Regulation" and "Business -- Legal Proceedings", "Description of Other
     Indebtedness", "Description of Collateral and Intercreditor Arrangements"
     and "Risk Factors" fairly summarize the matters therein described.

          (q) This Agreement has been duly authorized, executed and delivered by
     the Company and each Subsidiary Guarantor; the Security Documents have been
     duly authorized and each constitute, or when executed and delivered by the
     Company and each Subsidiary Guarantor (to the extent stated therein to be a
     party thereto) will each constitute, a legal, valid and binding instrument
     enforceable against the Company and each Subsidiary Guarantor (to the
     extent a party thereto) in accordance with their terms (subject, as to the
     enforcement of remedies, to applicable bankruptcy, reorganization,
     insolvency, moratorium or other laws affecting creditors' rights generally
     from time to time in effect and to general principles of equity); the
     Indenture has been duly authorized and, assuming due authorization,
     execution and delivery thereof by the Trustee, when executed and delivered
     by the Company and each Subsidiary Guarantor, will constitute a



                                                                               5


     legal, valid and binding instrument enforceable against the Company and
     each Subsidiary Guarantor in accordance with its terms (subject, as to the
     enforcement of remedies, to applicable bankruptcy, fraudulent conveyance,
     reorganization, insolvency, moratorium or other laws affecting creditors'
     rights generally from time to time in effect and to general principles of
     equity); the Securities have been duly authorized, and, when executed and
     authenticated in accordance with the provisions of the Indenture and
     delivered to and paid for by the Initial Purchasers, will have been duly
     executed and delivered by the Company and each Subsidiary Guarantor and
     (assuming the due authorization, execution and delivery of the Indenture by
     the Trustee) will constitute the legal, valid and binding obligations of
     the Company and each Subsidiary Guarantor entitled to the benefits of the
     Indenture (subject, as to the enforcement of remedies, to applicable
     bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium
     or other laws affecting creditors' rights generally from time to time in
     effect and to general principles of equity, good faith and fair dealing,
     regardless of whether in a proceeding at law or in equity); and the
     Registration Rights Agreement has been duly authorized and, when executed
     and delivered by the Company and each Subsidiary Guarantor, will constitute
     a legal, valid and binding instrument enforceable against the Company and
     each Subsidiary Guarantor in accordance with its terms (subject, as to the
     enforcement of remedies, to applicable bankruptcy, fraudulent conveyance,
     reorganization, insolvency, moratorium or other laws affecting creditors'
     rights generally from time to time in effect and to general principles of
     equity and except that the enforceability of any rights to contribution or
     indemnification may be violative of public policy under any law, rule or
     regulation).

          (r) Subject to compliance by the Initial Purchasers with the
     representations, warranties and agreements set forth in Section 4 of this
     Agreement, no consent, approval, authorization, filing with or order of any
     court or governmental agency or body is required in connection with the
     transactions contemplated herein, in the Indenture, the Security Documents
     (other than the filing of Uniform Commercial Code financing statements) or
     the Registration Rights Agreement, except such as will be obtained under
     the Securities Act and the Trust Indenture Act (with respect to the
     Registration Rights Agreement), the securities laws of any jurisdiction
     outside the U.S. in which the Securities are offered and such as may be
     required under the blue sky laws of any jurisdiction and the National
     Association of Securities Dealers Inc. in connection with the purchase and
     distribution of the Securities by the Initial Purchasers in the manner
     contemplated herein and in the Final Memorandum and the Registration Rights
     Agreement.

          (s) On the Closing Date, neither the execution and delivery of the
     Indenture, this Agreement or the Registration Rights Agreement, the issue
     and sale of the Securities, nor the fulfillment of the terms hereof,
     thereof or of the Security Documents will conflict with, result in a breach
     or violation of, or imposition of any lien, charge or encumbrance upon any
     property or assets of the Company or any of its subsidiaries pursuant to
     (other than the Security Interests) (i) the charter or by-laws of either of
     the Company or any subsidiary, (ii) any statute, rule, regulation or order
     of any governmental agency or body or any court, domestic or foreign,
     having jurisdiction over the Company or any subsidiary of the Company or
     any of their properties, as applicable, or (iii) any agreement or



                                                                               6


     instrument to which the Company or any such subsidiary is a party or by
     which the Company or any such subsidiary is bound or to which any of the
     properties of the Company or any of its subsidiaries is subject.

          (t) The consolidated historical financial statements and schedules of
     the Company and its consolidated subsidiaries included in or incorporated
     by reference in the Final Memorandum present fairly in all material
     respects the financial condition, results of operations and cash flows of
     the Company as of the dates and for the periods indicated, comply as to
     form with the applicable accounting requirements of the Securities Act and
     have been prepared in conformity with generally accepted accounting
     principles applied on a consistent basis throughout the periods involved
     (except as otherwise noted therein); the selected financial data set forth
     under the caption "Selected Consolidated Financial Information" in the
     Final Memorandum fairly present, on the basis stated in the Final
     Memorandum, the information included therein.

          (u) No action, suit or proceeding by or before any court or
     governmental agency, authority or body or any arbitrator involving the
     Company or any of its subsidiaries or its or their property is pending or,
     to the best knowledge of the Company or the Subsidiary Guarantors,
     threatened that (i) could reasonably be expected to have a material adverse
     effect on the performance of this Agreement, the Security Documents, the
     Indenture or the Registration Rights Agreement, or the consummation of any
     of the transactions contemplated hereby or thereby; or (ii) could
     reasonably be expected to have a Material Adverse Effect, except as set
     forth in or contemplated in the Final Memorandum (exclusive of any
     amendment or supplement thereto).

          (v) The Company and each of its subsidiaries own or lease all such
     properties as are necessary to the conduct of their respective operations
     as presently conducted, except where the failure to own or lease such
     property could not reasonably be expected to have a Material Adverse
     Effect.

          (w) Neither the Company nor any subsidiary is in violation or default
     of (i) any provision of its charter or bylaws; (ii) the terms of any
     agreement or instrument to which it is a party or bound or to which its
     property is subject; or (iii) any statute, rule, regulation or order of any
     governmental agency or body or any court, domestic or foreign, having
     jurisdiction over the Company or any subsidiary of the Company or any of
     their properties, as applicable, except in the case of (ii) and (iii), such
     violation or default that could not reasonably by expected to have a
     Material Adverse Effect.

          (x) Deloitte & Touche LLP, who have certified certain financial
     statements of the Company and its consolidated subsidiaries and delivered
     their report with respect to the audited consolidated financial statements
     included in or incorporated by reference in the Final Memorandum, are, to
     the knowledge of the Company, independent public accountants with respect
     to the Company within the meaning of the Securities Act and the applicable
     published rules and regulations thereunder.



                                                                               7


          (y) There are no stamp or other issuance or transfer taxes or duties
     or other similar fees or charges required to be paid in connection with the
     execution and delivery of this Agreement or Representative Supplement No. 3
     to be dated as of April 22, 2003, to the Intercreditor Agreement (the
     "Representative Supplement") (other than customary filing fees) or the
     issuance or sale by the Company of the Securities.

          (z) The Company has filed all foreign, federal, state and local tax
     returns that are required to be filed or has requested extensions thereof
     (except in any case in which the failure so to file would not have a
     Material Adverse Effect, except as set forth in or contemplated in the
     Final Memorandum (exclusive of any amendment or supplement thereto)) and
     has paid all taxes required to be paid by it and any other assessment, fine
     or penalty levied against it, to the extent that any of the foregoing is
     due and payable, except for any such assessment, fine or penalty that is
     currently being contested in good faith or as would not have a Material
     Adverse Effect, except as set forth in or contemplated in the Final
     Memorandum (exclusive of any amendment or supplement thereto).

          (aa) No labor problem or dispute with the employees of the Company or
     any of its subsidiaries exists or is threatened or imminent, and the
     Company is not aware of any existing or imminent labor disturbance by the
     employees of any of its or its subsidiaries' principal suppliers,
     contractors or customers that could reasonably be expected to have a
     Material Adverse Effect, except as set forth in or contemplated in the
     Final Memorandum (exclusive of any amendment or supplement thereto).

          (bb) The Company and each of its subsidiaries are insured by insurers
     of recognized financial responsibility against such losses and risks and in
     such amounts as are prudent and customary in the businesses in which they
     are engaged; the Company and its subsidiaries are in compliance with the
     terms of such policies and instruments in all material respects, except
     where noncompliance could not reasonably be expected to have a Material
     Adverse Effect; and neither the Company nor any such subsidiary has any
     reason to believe that it will not be able to renew or replace its existing
     insurance coverage as and when such coverage expires or to obtain similar
     coverage from similar insurers as may be necessary to continue its business
     at a cost that would not have a Material Adverse Effect, except as set
     forth in or contemplated in the Final Memorandum (exclusive of any
     amendment or supplement thereto).

          (cc) No subsidiary of the Company is currently prohibited, directly or
     indirectly, from paying any dividends to the Company, from making any other
     distribution on such subsidiary's capital stock, from repaying to the
     Company any loans or advances to such subsidiary from the Company or from
     transferring any of such subsidiary's property or assets to the Company or
     any other subsidiary of the Company, except as described in or contemplated
     by the Final Memorandum.

          (dd) The Company and its subsidiaries possess all licenses,
     certificates, permits and other authorizations issued by the appropriate
     federal, state or foreign regulatory authorities necessary to conduct their
     respective businesses, except where the failure to possess such licenses,
     certificates, permits and other authorizations could not reasonably



                                                                               8


     be expected to have a Material Adverse Effect, and neither the Company nor
     any such subsidiary has received any notice of proceedings relating to the
     revocation or modification of any such certificate, authorization or permit
     which, singly or in the aggregate, if the subject of an unfavorable
     decision, ruling or finding, could reasonably be expected to have a
     Material Adverse Effect, except as set forth in or contemplated in the
     Final Memorandum (exclusive of any amendment or supplement thereto).

          (ee) The Company and its subsidiaries (i) are in compliance with any
     and all applicable foreign, federal, state and local laws and regulations
     relating to the protection of human health and safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     ("Environmental Laws"); (ii) have received and are in compliance with all
     permits, licenses or other approvals required of them under applicable
     Environmental Laws to conduct their respective businesses; and (iii) have
     not received notice of any actual or potential liability for the
     investigation or remediation of any disposal or release of hazardous or
     toxic substances or wastes, pollutants or contaminants, except where such
     non-compliance with Environmental Laws, failure to receive required
     permits, licenses or other approvals, or liability would not, individually
     or in the aggregate, have a Material Adverse Effect, except as set forth in
     the Final Memorandum (exclusive of any amendment or supplement thereto);
     except as set forth in the Final Memorandum, neither the Company nor any of
     the subsidiaries has been named as a "potentially responsible party" under
     the Comprehensive Environmental Response, Compensation, and Liability Act
     of 1980, as amended, which, if the subject of any unfavorable ruling,
     decision or finding could, individually or in the aggregate, reasonably be
     expected to have a Material Adverse Effect.

          (ff) Each of the Company and its subsidiaries has fulfilled its
     obligations, if any, under the minimum funding standards of Section 302 of
     the United States Employee Retirement Income Security Act of 1974, as
     amended ("ERISA"), and the regulations and published interpretations
     thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA
     and such regulations and published interpretations) in which employees of
     the Company and its subsidiaries are eligible to participate; the Company
     and its subsidiaries have not incurred any unpaid liability to the Pension
     Benefit Guaranty Corporation (other than for the payment of premiums in the
     ordinary course) or to any such plan under Title IV of ERISA.

          (gg) The Company and its subsidiaries own, possess, license or have
     other rights to use, on reasonable terms, all patents, patent applications,
     trade and service marks, trade and service mark registrations, trade names,
     copyrights, licenses, inventions, trade secrets, technology, know-how and
     other intellectual property (collectively, the "Intellectual Property")
     necessary for the conduct of the Company's business as now conducted or as
     proposed in the Final Memorandum to be conducted, except as otherwise
     referenced in the Final Memorandum where the failure to own such
     Intellectual Property could not reasonably be expected to have a Material
     Adverse Effect. Neither the Company nor any of its subsidiaries has
     received any charge, complaint, claim, demand or notice alleging any
     interference, infringement, misappropriation or violation of a third
     party's right in Intellectual Property (including any claim that the
     Company or any of its



                                                                               9


     subsidiaries must license or refrain from using such Intellectual
     Property), which, if the subject of any unfavorable ruling, decision or
     finding could, individually or in the aggregate, reasonably be expected to
     have a Material Adverse Effect.

          (hh) The Company maintains, and has maintained during the periods
     covered by the Exchange Act reports incorporated by reference in the Final
     Memorandum, disclosure controls and procedures (as such term is defined in
     Rule 13a-14 under the Exchange Act) that are effective in ensuring that
     information required to be disclosed in the reports that it files or
     submits under the Exchange Act is recorded, processed, summarized and
     reported with the time periods specified in the rules and forms of the
     Commission, including, without limitation, effective controls and
     procedures designed to ensure that information required to be so described
     is accumulated and communicated to the Company's management, including its
     principal executive officer or officers, and its principal financial
     officer or officers, as appropriate to allow timely decisions regarding
     required disclosure, except as disclosed in such reports with respect to
     the Company's 1997 fiscal year and that the Company restated its financial
     statements for the 1998 and 1999 fiscal years.

          (ii) The Security Documents listed on Schedule II hereto represent all
     of the guarantee agreements, security agreements, mortgages, intercreditor
     agreements and other similar agreements necessary to effectuate the
     Subsidiary Guarantors' subordinated guarantee of the obligations under the
     Securities and grant to the holders of the Securities a shared second
     priority lien on the Collateral, other than UCC financing statements. Other
     than (i) Representative Supplement No. 1, dated as of April 4, 2002, to the
     Intercreditor Agreement, (ii) Representative Supplement No. 2, dated as of
     February 12, 2003, to the Intercreditor Agreement, (iii) Representative
     Supplement No. 3, to be dated as of April 22, 2003, to the Intercreditor
     Agreement, (iv) Amendment No. 1, dated as of April 15, 2003, to the
     Intercreditor Agreement, (v) Amendment to the Second Priority Subsidiary
     Security Agreement, dated as of February 12, 2003, and (vi) Amendment No. 1
     to Second Priority Subsidiary Security Agreement, Second Priority
     Subsidiary Guarantee and Second Priority Indemnity, Subrogation and
     Contribution Agreement, dated as of April 15, 2003, none of the Security
     Documents have been amended or otherwise modified since the date of the
     original execution thereof.

          (jj) Since June 27, 2001, neither the Company nor any Subsidiary
     Guarantor has taken any action or omitted to take any action, or entered
     into any agreement that resulted or would result in (i) the release or
     modification of any Security Interest granted under the Security Documents,
     other than in accordance with the terms of the Security Documents or (ii)
     any of the Security Documents failing to be in full force and effect.

          Any certificate signed by any officer of the Company or any Subsidiary
Guarantor and delivered to the Representatives or counsel for the Initial
Purchasers in connection with the offering of the Securities shall be deemed a
representation and warranty by the Company or such Subsidiary Guarantor, as to
matters covered thereby, to each Initial Purchaser.



                                                                              10


          2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees,
severally and not jointly, to purchase from the Company, at a purchase price of
96.221% of the principal amount thereof, plus accrued interest, if any, from
April 22, 2003 to the Closing Date, the principal amount of Securities set forth
opposite such Initial Purchaser's name on Schedule I hereto.

          3. Delivery and Payment. Delivery of and payment for the Securities
shall be made at 10:00 A.M., New York City time, on April 22, 2003, which date
and time may be postponed by agreement between the Representatives and the
Company or as provided in Section 9 hereof (such date and time of delivery and
payment for the Securities being herein called the "Closing Date"). Delivery of
the Securities shall be made to the Representatives for the respective accounts
of the several Initial Purchasers against payment by the several Initial
Purchasers through the Representatives of the purchase price thereof to or upon
the order of the Company by wire transfer payable in same-day funds to the
account specified by the Company (with respect to the portion of the purchase
price required to be used to prepay amounts under the Senior Credit Facility
pursuant to the amendment to the Senior Credit Facility in the form of Exhibit B
hereto, such account shall be the account to which such prepayment must be
made). Delivery of the Securities shall be made through the facilities of The
Depository Trust Company unless the Representatives shall otherwise instruct.

          4. Offering by Initial Purchasers. Each Initial Purchaser, severally
and not jointly, represents and warrants to and agrees with the Company that:

          (a) It is a qualified institutional buyer (as defined in Rule 144A
     under the Securities Act) or an institutional accredited investor (as
     defined in Rule 501(a) under the Securities Act).

          (b) It has not offered or sold, and will not offer or sell, any
     Securities except (i) to those persons it reasonably believes to be
     qualified institutional buyers (as defined in Rule 144A under the
     Securities Act) and that, in connection with each such sale, it has taken
     or will take reasonable steps to ensure that the purchaser of such
     Securities is aware that such sale is being made in reliance on Rule 144A;
     or (ii) in accordance with the restrictions set forth in Exhibit A hereto.

          (c) Neither it nor any person acting on its behalf has made or will
     make offers or sales of the Securities in the United States by means of any
     form of general solicitation or general advertising (within the meaning of
     Regulation D) in the United States.

          5. Agreements. The Company and each of the Subsidiary Guarantors
jointly and severally agree with each Initial Purchaser that:

          (a) The Company will furnish to each Initial Purchaser and to counsel
     for the Initial Purchasers, without charge, during the period referred to
     in paragraph (c) below, as many copies of the Final Memorandum and any
     amendments and supplements thereto as you may reasonably request.



                                                                              11


          (b) The Company will not amend or supplement the Final Memorandum
     without the prior written consent of the Representatives, which consent
     will not be unreasonably withheld or delayed.

          (c) If at any time prior to the completion of the sale of the
     Securities by the Initial Purchasers (as determined by the
     Representatives), any event occurs as a result of which the Final
     Memorandum, as then amended or supplemented, would include any untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, or if it shall be necessary to amend
     or supplement the Final Memorandum to comply with applicable law, the
     Company promptly (i) will notify the Representatives of any such event;
     (ii) subject to the requirements of paragraph (b) of this Section 5, will
     prepare an amendment or supplement that will correct such statement or
     omission or effect such compliance; and (iii) will supply any supplemented
     or amended Final Memorandum to the several Initial Purchasers and counsel
     for the Initial Purchasers without charge in such quantities as you may
     reasonably request.

          (d) The Company will arrange, if necessary, for the qualification of
     the Securities for sale by the Initial Purchasers under the laws of such
     jurisdictions as the Representatives may designate and will maintain such
     qualifications in effect so long as required for the sale of the
     Securities, provided that in no event shall the Company or any subsidiary
     be obligated to qualify to do business in any jurisdiction where it is not
     now so qualified or to take any action that would subject it to service of
     process in suits, other than those arising out of the offering or sale of
     the Securities, in any jurisdiction where it is not now so subject. The
     Company will promptly advise the Representatives of the receipt by the
     Company of any notification with respect to the suspension of the
     qualification of the Securities for sale in any jurisdiction or the
     initiation or threatening of any proceeding for such purpose.

          (e) The Company will not, and will not permit any of its controlled
     Affiliates to, and will use its reasonable best efforts not to permit any
     of its other Affiliates to, resell any Securities that have been acquired
     by any of them.

          (f) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf (other than the Initial Purchasers and their
     Affiliates) will, directly or indirectly, make offers or sales of any
     security, or solicit offers to buy any security, under circumstances that
     would require the registration of the Securities under the Securities Act.

          (g) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf (other than the Initial Purchasers or anyone
     acting on their behalf, as to whom the Company makes no agreement) will
     engage in any form of general solicitation or general advertising (within
     the meaning of Regulation D) in connection with any offer or sale of the
     Securities in the United States.



                                                                              12


          (h) So long as any of the Securities are "restricted securities"
     within the meaning of Rule 144(a)(3) under the Securities Act, the Company
     will, during any period in which it is not subject to and in compliance
     with Section 13 or 15(d) of the Exchange Act or it is not exempt from such
     reporting requirements pursuant to and in compliance with Rule 12g3-2(b)
     under the Exchange Act, provide to each holder of such restricted
     securities and to each prospective purchaser (as designated by such holder)
     of such restricted securities, upon the request of such holder or
     prospective purchaser, any information required to be provided by Rule
     144A(d)(4) under the Securities Act. This covenant is intended to be for
     the benefit of the holders, and the prospective purchasers designated by
     such holders, from time to time of such restricted securities.

          (i) Neither the Company, nor any of its Affiliates, nor any person
     acting on its or their behalf (other than the Initial Purchasers or anyone
     acting on their behalf, as to whom the Company makes no agreement) will
     engage in any directed selling efforts with respect to the Securities, and
     each of them will comply with the offering restrictions requirements of
     Regulation S. Terms used in this paragraph have the meanings given to them
     by Regulation S.

          (j) The Company will cooperate with the Representatives and use its
     best efforts to permit the Securities to be eligible for clearance and
     settlement through The Depository Trust Company.

          (k) The Company will not offer, sell, contract to sell, grant any
     other option to purchase or otherwise dispose of, directly or indirectly,
     or announce the offering of, or file a registration statement for, any debt
     securities issued or guaranteed by the Company or any of its direct or
     indirect subsidiaries, or enter into any agreement to do any of the
     foregoing (other than (i) the Securities and the Exchange Notes, (ii)
     exchange notes issued in exchange for the 9 1/2% Notes on the same basis,
     and having the same terms, as the 9 1/2% Notes, (iii) pursuant to any
     credit facility permitted under the Indenture, (iv) purchase money debt
     permitted under the Indenture and (v) notes on similar terms to the
     Securities or the 9 1/2% Notes in order to refinance or in exchange for the
     12.5% Notes) for a period of 90 days from the date the Securities are
     issued without the prior written consent of Citigroup Global Markets Inc.

          (l) The Company will not take, directly or indirectly, any action
     designed to or that would constitute or that might reasonably be expected
     to cause or result in, under the Exchange Act or otherwise, the
     stabilization or manipulation of the price of any security of the Company
     to facilitate the sale or resale of the Securities.

          (m) The Company currently has no plan or intent to be or become, or be
     or become owned by, an open-end investment company, unit investment trust
     or face-amount certificate company that is or is required to be registered
     under Section 8 of the Investment Company Act.

          (n) The Company and the Subsidiary Guarantors agree to pay the costs
     and expenses relating to the following matters: (i) the preparation of the
     Indenture, the



                                                                              13


     Registration Rights Agreement and the Security Documents, the issuance of
     the Securities, the recording and perfection of security interests pursuant
     to the Security Documents and the fees of the Trustee and the collateral
     agents and trustees under the Security Documents (other than the legal fees
     and expenses of counsel to the Initial Purchasers in connection with the
     foregoing); (ii) the preparation, printing or reproduction of the Final
     Memorandum and each amendment or supplement thereto; (iii) the printing (or
     reproduction) and delivery (including postage, air freight charges and
     charges for counting and packaging) of such copies of the Final Memorandum,
     and all amendments or supplements thereto, as may be reasonably requested
     for use in connection with the offering and sale of the Securities; (iv)
     the preparation, printing, authentication, issuance and delivery of
     certificates for the Securities, including any stamp or transfer taxes in
     connection with the original issuance and sale of the Securities; (v) the
     printing (or reproduction) and delivery of this Agreement, any blue sky
     memorandum and all other agreements or documents printed (or reproduced)
     and delivered in connection with the offering of the Securities; (vi) any
     registration or qualification of the Securities for offer and sale under
     the securities or blue sky laws of the several states (including filing
     fees and the reasonable fees and expenses of counsel for the Initial
     Purchasers relating to such registration and qualification); (vii)
     admitting the Securities for trading in The Portal Market of the NASD;
     (viii) the transportation and other expenses incurred by or on behalf of
     Company representatives in connection with presentations to prospective
     purchasers of the Securities; (ix) the fees and expenses of the Company's
     accountants and the fees and expenses of counsel (including local and
     special counsel) for the Company; and (x) all other costs and expenses
     incident to the performance by the Company and the Subsidiary Guarantors of
     its and their obligations hereunder and under the Indenture, the
     Registration Rights Agreement and the Security Documents. It is understood,
     however, that, except as provided in this Section 5 and Sections 7 and 8 of
     this Agreement, the Initial Purchasers will pay all of their own costs and
     expenses, including the fees and expenses of their counsel.

          (o) The Company shall cause any entity that is a Subsidiary Guarantor
     under the Indenture on the Closing Date and not set forth on Schedule III
     hereto to become a party to this Agreement, the Registration Rights
     Agreement and the Security Documents, if not already a party to the
     Security Documents, on or prior to the Closing Date.

          (p) The Company will take all steps necessary to cure as soon as
     possible the good standing deficiency of its subsidiary Rite Aid of
     Connecticut, Inc. Within 30 days of such deficiency being cured, the
     Company shall provide the Initial Purchasers with evidence of the cure of
     such deficiency.

          6. Conditions to the Obligations of the Initial Purchasers. The
obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Company and each of the Subsidiary Guarantors contained herein at the Execution
Time and the Closing Date, to the accuracy of the statements of the Company and
each of the Subsidiary Guarantors made in any certificates pursuant to the
provisions hereof, to the performance by the Company and each of the Subsidiary
Guarantors of its obligations hereunder and to the following additional
conditions:



                                                                              14


          (a) The Initial Purchasers shall have received an opinion, dated the
     Closing Date, of Robert Sari, Esq., general counsel for the Company, in
     form and substance satisfactory to the Initial Purchasers, substantially in
     the form set forth in Schedule IV or as otherwise agreed to by the parties
     hereto.

          (b) The Initial Purchasers shall have received three opinions, dated
     the Closing Date, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for
     the Company, in form and substance satisfactory to the Initial Purchasers,
     substantially in the forms set forth in Schedules V, VI and VII or as
     otherwise agreed to by the parties hereto. Such counsel shall also furnish
     to the Initial Purchasers opinions, dated the Closing Date, relating to the
     Security Interests, in form and substance satisfactory to the Initial
     Purchasers, substantially in the forms set forth in Schedules VIII and IX
     or as otherwise agreed to by the parties hereto.

          (c) The Representatives shall have received from Cravath, Swaine &
     Moore LLP, counsel for the Initial Purchasers, such opinion or opinions,
     dated the Closing Date and addressed to the Representatives, with respect
     to the issuance and sale of the Securities, the Indenture, the Registration
     Rights Agreement, the Final Memorandum (as amended or supplemented at the
     Closing Date) and other related matters as the Representatives may
     reasonably require, and the Company shall have furnished to such counsel
     such documents as they reasonably request for the purpose of enabling them
     to pass upon such matters.

          (d) The Company shall have furnished to the Representatives a
     certificate of the Company, signed by the Chairman of the Board or the
     President and the principal financial or accounting officer of the Company,
     dated the Closing Date, to the effect that the signers of such certificate
     have carefully examined the Final Memorandum, any amendment or supplement
     to the Final Memorandum and this Agreement and that:

               (i) the representations and warranties of the Company and each
          Subsidiary Guarantor in this Agreement are true and correct on and as
          of the Closing Date with the same effect as if made on the Closing
          Date, and the Company and each Subsidiary Guarantor has complied with
          all the agreements and satisfied all the conditions on its part to be
          performed or satisfied hereunder at or prior to the Closing Date; and

               (ii) since the date of the most recent financial statements
          included in the Final Memorandum (exclusive of any amendment or
          supplement thereto), there has been no material adverse change in the
          condition (financial or otherwise), prospects, earnings, business or
          properties of the Company and its subsidiaries, taken as a whole,
          whether or not arising from transactions in the ordinary course of
          business, except as set forth in or contemplated by the Final
          Memorandum (exclusive of any amendment or supplement thereto).

          (e) On or prior to the Closing Date, each Security Document shall have
     been executed and delivered by the parties thereto and shall be in full
     force and effect and the



                                                                              15


     obligations of the Subsidiary Guarantors in respect of the Securities and,
     when issued, the Exchange Notes shall be Second Priority Debt Obligations
     having the benefit of second priority security interests in the Second
     Priority Collateral.

          (f) On or prior to the Closing Date, the Company and the Subsidiary
     Guarantors shall have caused to be delivered to the Trustee evidence
     satisfactory to the Trustee of the completion and effectiveness of all
     filings, recordings, registrations and other actions of the Security
     Documents, and such other financing statements and security documents, as
     may be necessary or, in the opinion of the Trustee, desirable to perfect
     the second priority liens created, or intended to be created, by the
     Security Documents in favor of the holders of Securities and Exchange
     Notes. All filing fees, taxes and other amounts payable in connection with
     such filings, recordings, registrations and other actions shall have been
     paid (unless such amounts payable are not accepted at the time of such
     filing, recording, registration or other action and are otherwise billed to
     the Company) and the Trustee and the Representatives shall have received
     evidence satisfactory to them of such filings, recordings, registrations
     and other actions and payments.

          (g) At the Execution Time and at the Closing Date, the Company shall
     have requested and caused Deloitte & Touche LLP to furnish to the
     Representatives letters, dated respectively as of the Execution Time and as
     of the Closing Date, in form and substance satisfactory to the
     Representatives, confirming that they are independent accountants within
     the meaning of the Securities Act and the Exchange Act and the respective
     applicable rules and regulations adopted by the Commission thereunder, and
     stating in effect that:

               (i) in their opinion the audited financial statements included or
          incorporated in the Final Memorandum and reported on by them comply as
          to form in all material respects with the applicable accounting
          requirements of the Exchange Act and the related rules and regulations
          adopted by the Commission thereunder that would apply to the Final
          Memorandum if the Final Memorandum were a prospectus included in a
          registration statement on Form S-1 under the Securities Act;

               (ii) on the basis of a reading of the latest unaudited financial
          statements made available by the Company and its subsidiaries; their
          limited review, in accordance with the standards established under
          Statement on Auditing Standards No. 100, of the unaudited interim
          financial information for the nine-month period ended November 30,
          2002, and as at November 30, 2002; carrying out certain specified
          procedures (but not an examination in accordance with generally
          accepted auditing standards) which would not necessarily reveal
          matters of significance with respect to the comments set forth in such
          letter; a reading of the minutes of the meetings of the stockholders,
          directors and audit, executive and compensation committees of the
          Company and the Subsidiaries; and inquiries of certain officials of
          the Company who have responsibility for financial and accounting
          matters of the Company and its subsidiaries as to transactions and



                                                                              16


          events subsequent to November 30, 2002, nothing came to their
          attention which caused them to believe that:

                    (1) any unaudited financial statements included or
               incorporated in the Final Memorandum do not comply in form in all
               material respects with applicable accounting requirements and
               with the related rules and regulations adopted by the Commission
               with respect to financial statements included or incorporated in
               quarterly reports on Form 10-Q under the Exchange Act; or said
               unaudited financial statements are not in conformity with
               generally accepted accounting principles applied on a basis
               substantially consistent with that of the audited financial
               statements included or incorporated in the Final Memorandum;

                    (2) with respect to the period subsequent to November 30,
               2002, there were any changes, at a specified date not more than
               five days prior to the date of the letter, in the long-term debt
               less current maturities of the Company and its subsidiaries or
               common stock of the Company or increases in the stockholders'
               deficit of the Company as compared with the amounts shown on the
               November 30, 2002 consolidated balance sheet included or
               incorporated in the Final Memorandum, or for the period from
               December 1, 2002 to such specified date there were any decreases,
               as compared with the corresponding period in the preceding year,
               in revenues, increases in net loss or loss from continuing
               operations before income taxes and cumulative effect of
               accounting change or in net loss per share of the Company and its
               subsidiaries, except in all instances for changes or decreases
               set forth in such letter, in which case the letter shall be
               accompanied by an explanation by the Company as to the
               significance thereof unless said explanation is not deemed
               necessary by the Representatives; or

                    (3) the information included in response to Regulation S-K,
               Item 301 (Selected Financial Data), Item 302 (Supplementary
               Financial Information), Item 402 (Executive Compensation) and
               Item 503(d) (Ratio of Earnings to Fixed Charges) is not in
               conformity with the disclosure requirements of Regulation S-K.

               (iii) they have performed certain other specified procedures as a
          result of which they determined that certain information of an
          accounting, financial or statistical nature (which is limited to
          accounting, financial or statistical information derived from the
          general accounting records of the Company and its subsidiaries) set
          forth in the Final Memorandum, including the information set forth
          under the captions "Summary", "Risk Factors", "Use of Proceeds",
          "Capitalization", "Selected Consolidated Financial Information",
          "Management's Discussion and Analysis of Financial Condition and
          Results of Operations", "Business", "Management", "Security Ownership
          of Certain Beneficial Owners and Management", "Certain Relationships
          and Related Transactions",



                                                                              17


          "Description of Other Indebtedness", "Description of Collateral and
          Intercreditor Arrangements" and "Description of Notes" in the Final
          Memorandum, agrees with the accounting records of the Company and its
          subsidiaries, excluding any questions of legal interpretation;

          References to the Final Memorandum in this Section 6(g) include any
     amendment or supplement thereto at the date of the applicable letter.

          (h) Subsequent to the Execution Time or, if earlier, the dates as of
     which information is given in the Final Memorandum (exclusive of any
     amendment or supplement thereto), there shall not have been, other than any
     repurchase of indebtedness, (i) any change or decrease specified in the
     letter or letters referred to in paragraph (g) of this Section 6; or (ii)
     any change, or any development involving a prospective change, in or
     affecting the condition (financial or otherwise), prospects, earnings,
     business or properties of the Company and its subsidiaries, taken as a
     whole, whether or not arising from transactions in the ordinary course of
     business, except as set forth in or contemplated in the Final Memorandum
     (exclusive of any amendment or supplement thereto) the effect of which, in
     any case referred to in clause (i) or (ii) above, is, in the sole judgment
     of the Representatives, so material and adverse as to make it impractical
     or inadvisable to market the Securities as contemplated by the Final
     Memorandum (exclusive of any amendment or supplement thereto).

          (i) The Securities shall have been designated as Portal-eligible
     securities in accordance with the rules and regulations of the NASD, and
     the Securities shall be eligible for clearance and settlement through The
     Depository Trust Company.

          (j) Subsequent to the Execution Time, there shall not have been any
     decrease in the rating of any of the Company's debt securities by any
     "nationally recognized statistical rating organization" (as defined for
     purposes of Rule 436(g) under the Securities Act), any notice given of any
     intended or potential decrease in any such rating (including notice of an
     adverse change in the outlook for such rating) or of a possible change in
     any such rating that does not indicate the direction of the possible
     change.

          (k) On or prior to the Closing Date, the Registration Rights Agreement
     shall be in form and substance satisfactory to the Representatives, shall
     have been executed and delivered by the parties thereto and shall be in
     full force and effect.

          (l) On or prior to the Closing Date, Amendment No. 5 to the Senior
     Credit Facility, in the form attached as Exhibit B hereto, shall have been
     executed and delivered by the parties thereto and shall be in full force
     and effect.

          (m) On or prior to the Closing Date, the Amendment and Consent to the
     Synthetic Lease Facility, in the form attached as Exhibit C hereto, shall
     have been executed and delivered by the parties thereto and shall be in
     full force and effect.

          (n) On or prior to the Closing Date, the Representative Supplement
     shall have been duly executed and delivered by the Second Priority
     Collateral Trustee, Senior



                                                                              18


     Collateral Agent and Trustee, and all of the conditions to the Trustee
     becoming a party to the Intercreditor Agreement shall have been satisfied.

          (o) On or prior to the Closing Date, Amendment No. 1 to the
     Intercreditor Agreement, in the form attached as Exhibit D hereto, shall
     have been executed and delivered by the parties thereto and shall be in
     full force and effect.

          (p) On or prior to the Closing Date, Amendment No. 1 to the Second
     Priority Subsidiary Security Agreement, Second Priority Subsidiary
     Guarantee and Second Priority Indemnity, Subrogation and Contribution
     Agreement, in the form attached as Exhibit E hereto, shall have been
     executed and delivered by the parties thereto and shall be in full force
     and effect.

          (q) On or prior to the Closing Date, the Second Priority Credit Line
     Deed of Trust, Security Agreement and Assignment of Leases and Rents, dated
     as of April 17, 2003, from Rite Aid of West Virginia, Inc., as Trustor, to
     Carl D. Andrews, an individual, as Trustee for the benefit of the Second
     Priority Collateral Trustee (as defined therein), encumbering real property
     located at Rock Branch Industrial Park, Poca, West Virginia (Putnam
     County), shall have been executed and delivered by the parties thereto,
     shall be in full force and effect, and, upon the recordation thereof, shall
     create a valid second lien on the property covered by such mortgage, free
     and clear of all liens, defects and encumbrances except for Permitted
     Liens.

          (r) On or prior to the Closing Date, the Second Priority Credit Line
     Deed of Trust, Security Agreement and Assignment of Leases and Rents, dated
     as of April 17, 2003, from Thrifty PayLess, Inc., as Trustor, to First
     American Title Insurance Company Los Angeles, as Trustee for the benefit of
     the Second Priority Collateral Trustee (as defined therein), encumbering
     real property located at 1755 East Beamer Street, Woodland, California
     (Yolo County), shall have been executed and delivered by the parties
     thereto and shall be in full force and effect, and, upon the recordation
     thereof, shall create a valid second lien on the property covered by such
     mortgage, free and clear of all liens, defects and encumbrances except for
     Permitted Liens.

          (s) Prior to the Closing Date, the Company shall have furnished to the
     Representatives such further information, certificates and documents as the
     Representatives may reasonably request.

          If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Initial Purchasers,
this Agreement and all obligations of the Initial Purchasers hereunder may be
canceled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.



                                                                              19


          The documents required to be delivered by this Section 6 will be
delivered at the office of counsel for the Initial Purchasers, at Cravath,
Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, on the Closing Date.

          7. Reimbursement of Expenses. If the sale of the Securities provided
for herein is not consummated because any condition to the obligations of the
Initial Purchasers set forth in Section 6 hereof is not satisfied, because of
any termination pursuant to Section 10 hereof or because of any refusal,
inability or failure on the part of the Company or any Subsidiary Guarantor to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Initial Purchasers, the Company and the
Subsidiary Guarantors, jointly and severally, will reimburse the Initial
Purchasers severally through Citigroup Global Markets Inc. on demand for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements
of counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities.

          8. Indemnification and Contribution. (a) The Company and each of the
Subsidiary Guarantors jointly and severally agree to indemnify and hold harmless
each Initial Purchaser, the directors, officers, employees, affiliates and
agents of each Initial Purchaser and each person who controls any Initial
Purchaser within the meaning of either the Securities Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Securities Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Final Memorandum
(or in any supplement or amendment thereto), or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and agrees to reimburse each such indemnified party,
as incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company and the Subsidiary
Guarantors will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made in
the Final Memorandum, or in any amendment thereof or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Initial Purchasers through the Representatives
specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Company and the Subsidiary Guarantors may otherwise
have.

          (b) Each Initial Purchaser severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers, and each person who controls the Company within the meaning of either
the Securities Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Initial Purchaser, but only with reference to
written information relating to such Initial Purchaser furnished to the Company
by or on behalf of such Initial Purchaser through the Representatives
specifically for inclusion in the Final Memorandum (or in any amendment or
supplement thereto). This indemnity agreement will be in addition to any
liability which any Initial Purchaser may otherwise have. The



                                                                              20


Company acknowledges that the statements set forth in the last paragraph of the
cover page regarding the delivery of the Securities and, under the heading "Plan
of Distribution", (i) the list of Initial Purchasers and their respective
participation in the sale of the Securities; (ii) the sentences related to
concessions and reallowances; and (iii) the paragraph related to stabilization,
syndicate covering transactions and penalty bids in the Final Memorandum,
constitute the only information furnished in writing by or on behalf of the
Initial Purchasers for inclusion in the Final Memorandum (or in any amendment or
supplement thereto).

          (c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company, each Subsidiary Guarantor and the
Initial Purchasers severally agree to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses



                                                                              21


reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more of the Initial
Purchasers may be subject in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Subsidiary Guarantors on the
one hand and by the Initial Purchasers on the other from the offering of the
Securities; provided, however, that in no case shall any Initial Purchaser
(except as may be provided in any agreement among the Initial Purchasers
relating to the offering of the Securities) be responsible for any amount in
excess of the purchase discount or commission applicable to the Securities
purchased by such Initial Purchaser hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Company, each
Subsidiary Guarantor and the Initial Purchasers severally shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and the Subsidiary Guarantors on the one
hand and of the Initial Purchasers on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations. Benefits received by the Company and the
Subsidiary Guarantors shall be deemed to be equal to the total net proceeds from
the offering (before deducting expenses) received by the Company, and benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions in each case set forth on the cover of the
Final Memorandum. Relative fault shall be determined by reference to, among
other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information provided by the Company on the one hand or the Initial Purchasers on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company, each Subsidiary Guarantor and the Initial Purchasers
agree that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Initial Purchasers obligation to contribute
pursuant to this Section 8(d) are several in proportion to their respective
purchase obligations and not joint. For purposes of this Section 8, each person
who controls an Initial Purchaser within the meaning of either the Securities
Act or the Exchange Act and each director, officer, employee, affiliate and
agent of an Initial Purchaser shall have the same rights to contribution as such
Initial Purchaser, and each person who controls the Company within the meaning
of either the Securities Act or the Exchange Act and each officer and director
of the Company shall have the same rights to contribution as the Company,
subject in each case to the applicable terms and conditions of this paragraph
(d).

          9. Default by an Initial Purchaser. If any one or more Initial
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names on Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Initial Purchasers) the Securities which the defaulting Initial
Purchaser or Initial Purchasers agreed but failed to purchase;



                                                                              22


provided, however, that in the event that the aggregate principal amount of
Securities which the defaulting Initial Purchaser or Initial Purchasers agreed
but failed to purchase shall exceed 10% of the aggregate principal amount of
Securities set forth on Schedule I hereto, the remaining Initial Purchasers
shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities, and if such nondefaulting Initial Purchasers do
not purchase all the Securities, this Agreement will terminate without liability
to any nondefaulting Initial Purchaser or the Company. In the event of a default
by any Initial Purchaser as set forth in this Section 9, the Closing Date shall
be postponed for such period, not exceeding two Business Days, as the
Representatives and the Company shall determine in order that the required
changes in the Final Memorandum or in any other documents or arrangements may be
effected. Nothing contained in this Agreement shall relieve any defaulting
Initial Purchaser of its liability, if any, to the Company or any nondefaulting
Initial Purchaser for damages occasioned by its default hereunder.

          10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in the Company's Common Stock shall have been suspended by the
Commission, the New York Stock Exchange or the Pacific Exchange or trading in
securities generally on the New York Stock Exchange or the Pacific Exchange
shall have been suspended or limited or minimum prices shall have been
established on either such Exchange; (ii) a banking moratorium shall have been
declared either by Federal or New York State authorities; or (iii) there shall
have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war or other calamity or crisis the
effect of which on financial markets is such as to make it, in the sole judgment
of the Representatives, impracticable or inadvisable to proceed with the
offering or delivery of the Securities as contemplated by the Final Memorandum
(exclusive of any amendment or supplement thereto).

          11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Initial Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of the Initial Purchasers or the Company
or any of the officers, directors, employees, agents or controlling persons
referred to in Section 8 hereof, and will survive delivery of and payment for
the Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.

          12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to Citigroup Global Markets Inc. General Counsel (fax
no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global
Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention:
General Counsel; or, if sent to the Company or any Subsidiary Guarantor, will be
mailed, delivered or telefaxed to Robert Sari, Esq. (fax no.: (717) 760-7867)
and confirmed to Robert Sari, Esq., Rite Aid Corporation, 30 Hunter Lane, Camp
Hill, Pennsylvania 17011.

          13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents



                                                                              23


and controlling persons referred to in Section 8 hereof, and, except as
expressly set forth in Section 5(h) hereof, no other person will have any right
or obligation hereunder.

          14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

          15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

          16. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

          17. Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.

          "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

          "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in The City of New York.

          "Commission" shall mean the Securities and Exchange Commission.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

          "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.

          "Investment Company Act" shall mean the Investment Company Act of
1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

          "NASD" shall mean the National Association of Securities Dealers, Inc.

          "Regulation D" shall mean Regulation D under the Securities Act.

          "Regulation S" shall mean Regulation S under the Securities Act.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.



                                                                              24


          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement and your acceptance shall represent a binding agreement between
the Company and the several Initial Purchasers.

                                             Very truly yours,
                                             Rite Aid Corporation,


                                             by
                                               ---------------------------------
                                               Name:
                                               Title:

Each of the Subsidiary
Guarantors listed on
Schedule III hereto,


by
   ---------------------------------
   Name: Robert B. Sari
   Title: Authorized Signatory



                                                                              25


The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

Citigroup Global Markets Inc.
J.P. Morgan Securities Inc.
Fleet Securities, Inc.

By: Citigroup Global Markets Inc.


by
   ----------------------
   Name:
   Title:

For themselves and the other several Initial
Purchasers named in Schedule I to
the foregoing Agreement.



                                                                              26


                                   SCHEDULE I

                                              Principal
                                              Amount of
                                              Securities
         Initial Purchasers                 to be Purchased
         ------------------                 ---------------
Citigroup Global Markets Inc. ..........      $225,000,000
J.P. Morgan Securities Inc. ............      $126,000,000
Fleet Securities, Inc. .................      $  9,000,000
                                              ------------
   Total ...............................      $360,000,000



                                                                              27


                                   SCHEDULE II

                               Security Documents

          (i) Collateral Trust and Intercreditor Agreement, dated as of June 27,
2001 among Rite Aid Corporation, the Subsidiary Guarantors (as defined therein),
Wilmington Trust Company, as collateral trustee for the holders from time to
time of the Second Priority Debt Obligations (as defined therein), Citicorp USA,
Inc., as collateral agent for the Senior Secured Parties (as defined therein)
under the Senior Loan Documents (as defined therein), Citibank USA, Inc., as
agent for the Synthetic Lease Parties (as defined therein), State Street Bank
and Trust Company, as trustee under the Exchange Note Indenture (as defined
therein) for the holders of the Exchange Notes (as defined therein), and each
other Second Priority Representative (as defined therein) which from time to
time becomes a party thereto (the "Collateral Trust and Intercreditor
Agreement").

          (ii) Second Priority Subsidiary Guarantee Agreement, dated as of June
27, 2001 among the Subsidiary Guarantors (as defined therein) and Wilmington
Trust, as collateral agent.

          (iii) Second Priority Subsidiary Security Agreement, dated as of June
27, 2001 among the Subsidiary Guarantors (as defined therein) in favor of
Wilmington Trust, as collateral trustee.

          (iv) Second Priority Credit Line Deed of Trust, Security Agreement and
Assignment of Leases and Rents, dated as of April 17, 2003, from Rite Aid of
West Virginia, Inc., as Trustor, to Carl D. Andrews, an individual, as Trustee
for the benefit of the Second Priority Collateral Trustee (as defined therein),
encumbering real property located at Rock Branch Industrial Park, Poca, West
Virginia (Putnam County).

          (v) Second Priority Credit Line Deed of Trust, Security Agreement and
Assignment of Leases and Rents, dated as of April 17, 2003, from Thrifty
PayLess, Inc., as Trustor, to First American Title Insurance Company Los
Angeles, as Trustee for the benefit of the Second Priority Collateral Trustee
(as defined therein), encumbering real property located at 1755 East Beamer
Street, Woodland, California (Yolo County).

          (vi) Representative Supplement No. 3, to be dated as of April 22, 2003
to the Collateral Trust and Intercreditor Agreement.

          (vii) Amendment No. 1, dated as of April 15, 2003 to the Collateral
Trust and Intercreditor Agreement.

          (viii) Amendment to the Second Priority Subsidiary Security Agreement,
dated as of February 12, 2003.



                                                                              28


          (ix) Amendment No. 1 to Second Priority Subsidiary Security Agreement,
Second Priority Subsidiary Guarantee and Second Priority Indemnity, Subrogation
and Contribution Agreement, dated as of April 15, 2003.



                                                                              29


                                  SCHEDULE III

                              Subsidiary Guarantors

Corporations
------------
Thrifty PayLess, Inc.
Rite Aid of Vermont, Inc.
Rite Aid of Ohio, Inc.
Rite Aid of Maine, Inc.
Rite Aid of West Virginia, Inc.
The Lane Drug Company
1525 Cortyou Road - Brooklyn 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.
Apex Drug Stores, Inc.
Broadview and Wallings - Broadview Heights Ohio, Inc.
Dominion Action Four Corporation
Dominion Action One Corporation
Dominion Action Three Corporation
Dominion Action Two Corporation
Dominion Drug Stores Corp.
Drug Fair of PA, Inc.
Drug Fair, Inc.
Eagle Managed Care Corp.
England Street-Asheland Corporation
GDF, Inc.
Harco, Inc.
K&B Alabama Corporation K&B Florida Corporation
K&B Louisiana Corporation
K&B Mississippi Corporation
K&B Services, Incorporated
K&B Tennessee Corporation
K&B Texas Corporation
K&B, Incorporated
Keystone Centers, Inc.
Lakehurst and Broadway Corporation
Ocean Acquisition Corporation
P.L.D. Enterprises, Inc.
Patton Drive and Navy Boulevard Property Corporation
PDS-1 Michigan, Inc.
Perry Distributors, Inc.



                                                                              30


Perry Drug Stores, Inc.
PL Xpress, Inc.
Portfolio Medical Services, Inc.
Rack Rite Distributors, Inc.
Ram-Utica, Inc.
RDS Detroit, Inc.
Read's Inc.
Rite Aid Drug Palace, Inc.
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 of Georgia, Inc.
Rite Aid of Illinois, Inc.
Rite Aid of Indiana, Inc.
Rite Aid of Kentucky, Inc.
Rite Aid of Maryland, Inc.
Rite Aid of Massachusetts, Inc.
Rite Aid of Michigan, Inc.
Rite Aid of New Hampshire, Inc.
Rite Aid of New Jersey, Inc.
Rite Aid of New York, Inc.
Rite Aid of North Carolina, Inc.
Rite Aid of Pennsylvania, Inc.
Rite Aid of South Carolina, Inc.
Rite Aid of Tennessee, Inc.
Rite Aid of Virginia, Inc.
Rite Aid of Washington, D.C., Inc.
Rite Aid Realty Corp.
Rite Aid Rome Distribution Center, Inc.
Rite Aid Transport, Inc.
Rite Aid Venturer #1, Inc.
Rite Fund, Inc.
Rite Investments Corp.
Rx Choice, Inc.
Sophie One Corp.
Super Ice Cream Suppliers, Inc.
Super Pharmacy Network, Inc.
Super Tobacco Distributors, Inc.
The Muir Company
Thrifty Corporation
Virginia Corporation
W.R.A.C., Inc.



                                                                              31


Limited Liability Companies
---------------------------
764 South Broadway - Geneva, Ohio, LLC
Eighth and Water Streets - Urichsville, Ohio, LLC
Gettysburg and Hoover-Dayton, Ohio, LLC
Mayfield & Chillicothe Roads - Chesterland, LLC
Munson & Andrews, LLC
Silver Springs Road - Baltimore, Maryland/One, LLC
Silver Springs Road - Baltimore, Maryland/Two, LLC
State Street and Hill Road-Gerard, Ohio, LLC
112 Burleigh Avenue Norfolk, LLC
1515 West State Street Boise, Idaho, LLC
1740 Associates, L.L.C.
Ann & Government Streets - Mobile, Alabama, LLC
Baltimore/Annapolis Boulevard and Governor Richie Highway -
   Glen Burnie, Maryland, LLC
Central Avenue and Main Street - Petal, MS, LLC
Fairground, L.L.C.
Gratiot & Center - Saginaw Township, Michigan, LLC
Name Rite, L.L.C.
Northline & Dix - Toledo - Southgate, LLC
Paw Paw Lake Road & Paw Paw Avenue - Coloma, Michigan, LLC
Seven Mile and Evergreen - Detroit, LLC
State & Fortification Streets - Jackson, Mississippi, LLC
Tyler and Sanders Roads, Birmingham - Alabama, LLC
Rite Aid Services, L.L.C.



                                                                              32


                                   SCHEDULE IV

          Opinion of Robert Sari, Esq., General Counsel of the Company

                                  See attached.


                                                                              33


                                   SCHEDULE V

               Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

                                  See attached.



                                                                              34


                                   SCHEDULE VI

               Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

                                  See attached.



                                                                              35


                                  SCHEDULE VII

               Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

                                  See attached.



                                                                              36


                                  SCHEDULE VIII

          Security Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

                                  See attached.



                                                                              37


                                   SCHEDULE IX

          Security Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

                                  See attached.



                                                                       EXHIBIT A

                       Selling Restrictions for Offers and
                         Sales outside the United States

          (1)(a) The Securities have not been and will not be registered under
the Securities Act and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except in accordance with
Regulation S under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act. Each Initial Purchaser
represents and agrees that, except as otherwise permitted by Section 4(a)(i) or
(ii) of the Agreement to which this is an exhibit, it has offered and sold the
Securities, and will offer and sell the Securities, (i) as part of their
distribution at any time; and (ii) otherwise until 40 days after the later of
the commencement of the offering and the Closing Date, only in accordance with
Rule 903 of Regulation S under the Securities Act. Accordingly, each Initial
Purchaser represents and agrees that neither it, nor any of its Affiliates nor
any person acting on its or their behalf has engaged or will engage in any
directed selling efforts with respect to the Securities, and that it and they
have complied and will comply with the offering restrictions requirement of
Regulation S. Each Initial Purchaser agrees that, at or prior to the
confirmation of sale of Securities (other than a sale of Securities pursuant to
Section 4(a)(i) or (ii) of the Agreement to which this is an exhibit), it shall
have sent to each distributor, dealer or person receiving a selling concession,
fee or other remuneration that purchases Securities from it during the
distribution compliance period a confirmation or notice to substantially the
following effect:

          "The Securities covered hereby have not been registered under the U.S.
          Securities Act of 1933 (the "Securities Act") and may not be offered
          or sold within the United States or to, or for the account or benefit
          of, U.S. persons (i) as part of their distribution at any time or (ii)
          otherwise until 40 days after the later of the commencement of the
          offering and April 22, 2003, except in either case in accordance with
          Regulation S or Rule 144A under the Securities Act. Terms used above
          have the meanings given to them by Regulation S."

          (b) Each Initial Purchaser also represents and agrees that it has not
entered and will not enter into any contractual arrangement with any distributor
with respect to the distribution of the Securities, except with its Affiliates
or with the prior written consent of the Company.

          (c) Terms used in this section have the meanings given to them by
Regulation S.

          (2) Each Initial Purchaser represents and agrees that (i) it has not
offered or sold, and prior to the expiry of six months from the closing of the
offering of the Securities will not offer or sell, any Securities to persons in
the United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding managing or disposing of investments, whether as a principal
or agent, for purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers Securities Regulations 1995;
(ii) it has only communicated or caused to be


                                      A-1



communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received
by it in connection with the issue or sale of any Securities in circumstances in
which section 21(1) of the FSMA does not apply to the Issuer; and (iii) it has
complied and will comply with applicable provisions of FSMA with respect to
anything done by it in relation to the Securities in, from or otherwise
involving the United Kingdom.


                                      A-2



                                                                       EXHIBIT B

                           Form of Amendment No. 5 to
                             Senior Credit Agreement

                                  See attached.


                                      B-1



                                                                       EXHIBIT C
                              Form of Amendment to
                            Synthetic Lease Facility

                                  See attached.


                                      C-1


                                                                       EXHIBIT D

                           Form of Amendment No. 1 to
                             Intercreditor Agreement

                                  See attached.


                                      D-1



                                                                       EXHIBIT E

                           Form of Amendment No. 1 to
                 Second Priority Subsidiary Security Agreement,
                    Second Priority Subsidiary Guarantee and
                   Second Priority Indemnity, Subrogation and
                             Contribution Agreement

                                  See attached.


                                      E-1