MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT (this " Management Agreement" ), dated as of January 1, 2003 is made by and between Rite Aid Corporation, a Delaware corporation (the " Company" ), and Leonard Green & Partners, L.P. (" LGP" ).
WHEREAS, the Company desires to obtain from LGP, and LGP desires to provide, certain investment banking, management, consulting and financial planning services on an ongoing basis and certain financial advisory and investment banking services in connection with major financial transactions that may be undertaken from time to time in the future;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto hereby agree as follows:
1. Retention of Services.
1.1 General Services . Subject to the terms and conditions hereof, the Company hereby retains LGP, and LGP hereby agrees to be retained by the Company, to provide management, consulting and financial planning services to the Company on an ongoing basis in connection with the operation and growth of the Company and its subsidiaries and affiliates during the term set forth in section 3.1 of this agreement (the " General Services" ).
1.2 Major Transaction Services. Subject to the terms and conditions hereof, the Company may retain LGP, and if requested LGP hereby agrees to be retained by the Company, to provide financial advisory and investment banking services to the Company, its subsidiaries and affiliates in connection with major financial transactions that may be undertaken from time to time in the future (" Major Transaction Services" and, together with the General Services, the " Services" ).
2.1 General Services Fee. In consideration of the General Services, the Company shall pay LGP an annual fee payable in cash equal to One Million Dollars ($1,000,000.00) payable monthly in advance in equal monthly installments.
2.2 Major Transaction Services Fee. In consideration of any Major Transaction Services provided by LGP from time to time, and subject to the provisions of the immediately following sentence, the Company shall pay LGP normal and customary fees for services of like kind, taking into consideration all relevant factors, including but not limited to the complexity of the subject transaction, the time devoted to providing such services and the value of LGP' s investment banking expertise and relationships within the business and financial community. The amount of such fees shall be approved in accordance with any applicable procedures set forth in the charter documents or
financing agreements of the Company and shall be subject to the prior approval of the Board of Directors of the Company.
2.3 Expenses. In addition to the fees to be paid to LGP under sections 2.1 and 2.2 hereof, the Company shall pay to, or on behalf of, LGP, promptly as billed, all reasonable and documented out-of-pocket expenses incurred by LGP in connection with the Services rendered hereunder. Such expenses shall include, among other things, reasonable fees and disbursements of counsel, travel (including aircraft) expenses, word processing charges, messenger and duplicating services, facsimile expenses and other customary expenditures.
3.1 Termination. This Management Agreement shall terminate immediately following the payment of the Company' s obligation under Section 2.1 hereof on the second (2nd) anniversary of the date hereof (the " Termination Date" ); unless otherwise mutually agreed in writing by the Company and LGP.
3.2 Survival of Ce