Common use of IT IS FURTHER ORDERED that Clause in Contracts

IT IS FURTHER ORDERED that. A. If Respondents fail to divest absolutely and in good faith the Virginia Assets to be Divested pursuant to Paragraph II.A. of this Order, the Commission may appoint a trustee to divest the Revco Virginia Assets. B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 1) of the Federal Trade Commission Act, 15 U.S.C. § 45( 1), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee pursuant to § 5( 1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s), subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish the divestitures described in Paragraphs III.A. and III.B. 3. Within ten (10) days after appointment of the trustee, Respondent shall execute a trust agreement that, subject to the prior approval of the Commission, and in the case of a court- appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest Respondent Novartis has not divested, absolutely and in good faith and with the Virginia Assets to be Divested Commission's prior approval, the Sandoz Corn Herbicide Business within the time required by Paragraph II of this Order, the Commission may appoint one or more trustees, or direct the trustee appointed pursuant to Paragraph II.A. VIII of this Order, to divest the Sandoz Agricultural Chemical Business. CIBA-GEIGY LIMITED AND SANDOZ LTD. AGREEMENT CONTAINING CONSENT ORDER Page 26 of 36 B. If Respondent Novartis has not divested, absolutely and in good faith and with the Commission's prior approval, the Sandoz Animal Health Business within the time required by Paragraph III of this Order, the Commission may appoint a trustee or direct the trustee appointed pursuant to Paragraph VII of this Order, to divest the Sandoz Animal Health Business. C. If Respondents have not, by September 1, 1997, complied with the requirements of Paragraph IX. A. of this Order, the Commission may appoint a trustee to divest the Revco Virginia Assets. B. If Respondents fail HSV-tk Business to divest absolutely a buyer that receives the prior approval of the Commission, and in good faith either a manner that receives the New York Assets to be Divested or prior approval of the Revco Pharmacy Assets pursuant to Commission, at no minimum price. If Respondent Novartis has not, by September 1, 1997, complied with requirements of Paragraph II.B. IX.D. of this Order, the Commission may appoint a trustee to divest convert Respondent Novartis' exclusive rights to the CVS Binghamton Assetsbeta-domain deleted Factor VIII gene from Genetics Institute to a non-exclusive license. C. D. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 1Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 1Section 45(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment or extension of responsibilities of a trustee nor a decision not to appoint or extend the responsibilities of a trustee trustee, under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 1Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. Section 45(l), or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. E. If a trustee is appointed or directed by the Commission or a court pursuant to Paragraphs III.A. or III.B. Subparagraph A. of this OrderParagraph to divest the Sandoz Agricultural Chemical Business, or pursuant to Subparagraph B. of this Paragraph to divest the Sandoz Animal Health Business, or pursuant to Subparagraph C. of this Paragraph to divest the HSV-tk Business, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, opposing the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. If a trustee is directed under Subparagraph A. of this Paragraph to divest the Sandoz Agricultural Chemical Business, the Commission may extend the authority and responsibilities of the trustee appointed under Paragraph VIII of this Order to include divesting the Sandoz Agricultural Chemical Business. 3. If a trustee is directed under Subparagraph B. of this Paragraph to divest the Sandoz Animal Health Business, the Commission may extend the authority and responsibilities of the trustee appointed under Paragraph VIII of this Order to include divesting the Sandoz Animal Health Business. 4. If a trustee is directed under Subparagraph C. of this Paragraph to divest the HSV-tk Business, the Commission may extend the authority and responsibilities of the trustee appointed under Paragraph VIII of this Order to include divesting the HSV-tk Business. If a trustee is directed under Subparagraph C. of this Paragraph to convert Respondent Novartis' exclusive rights to the beta-domain deleted Factor VIII gene from Genetics Institute to a non-exclusive license, the Commission may extend the authority and responsibilities of the trustee appointed under Paragraph VIII of this Order to include converting Respondent Novartis' exclusive rights to the beta-domain deleted Factor VIII gene from Genetics Institute to a non-exclusive license. 5. Subject to the prior approval of the CommissionCommission and consistent with Paragraphs II through IX, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described assets identified in Paragraphs III.A. the Commission's appointment or extension of the trustee's authority and III.B.responsibilities. 36. Within ten (10) days after the appointment of the trustee or the extension of the trustee's authority and responsibilities, Respondent Respondents shall execute a trust agreement, or shall amend the existing trust agreement in a manner that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 47. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement or the amended trust agreement, described in Subparagraph E. of this Paragraph, to accomplish the divestiture or divestitures, which shall be subject to the prior approval of the Commission. If, however, at the end of the applicable twelve- month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, such divestiture period may be extended by the Commission, or, in the case of a court- appointed trustee, by the court; provided, however, the Commission may extend each divestiture period only two (2) times. 8. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Sandoz Agricultural Chemical Business, the Sandoz Animal Health Business, the HSV-tk Business, the license to hemophilia patents and/or patent applications granted to Respondent Novartis by Genetics Institute, or to any other relevant information, as the trustee may request. Respondents shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee's accomplishment of the divestitures. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court. 9. The trustee shall make every reasonable effort to negotiate the most favorable price and terms available in each contract submitted to the Commission, subject to Respondents' absolute and unconditional obligation to divest at no minimum price. The divestiture shall be made in the manner and to the Agricultural Chemical Acquirer as set out in Paragraph II of this Order, or to the Animal Health Business Acquirer as set out in Paragraph III of this Order, or to the acquirer of the HSV-tk Business as set out in Paragraph X.C. of this Order, as applicable; provided, however, if the trustee receives bona fide offers from more than one acquiring entity for the Sandoz Agricultural Chemicals Business, or for the Sandoz Animal Health Business, or for the HSV-tk Business, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity or entities selected by Respondents from among those approved by the Commission. 10. The trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court- appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of the Respondents, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the Sandoz Agricultural Chemical Business, the Sandoz Animal Health Business, or the HSV-tk Business, as applicable. 11. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 12. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph VIII or this Paragraph of this Order. 13. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional Orders or directions as may be necessary or appropriate to accomplish the divestiture required by this Order. 14. In the event that the trustee determines that he or she is unable to divest the Sandoz Agricultural Chemical Business, if directed to divest pursuant to Subparagraph A. of this Paragraph, in a manner consistent with the Commission's purpose as described in Paragraph III.D.II of this Order; or in the event that the trustee determines that he or she is unable to divest the Sandoz Animal Health Business, if directed to divest pursuant to Subparagraph B. of this Paragraph, in a manner consistent with the Commission's purpose as described in Paragraph III of this Order; or in the event that the trustee determines that he or she is unable to divest the HSV-tk Business, if directed to divest pursuant to Subparagraph C. of this Paragraph, in a manner consistent with the Commission's purpose as described in Paragraph IX.A.2. of this Order, the trustee may divest additional assets ancillary to the Sandoz Agricultural Chemical Business, ancillary to the Sandoz Animal Health Business, or as applicable, ancillary to the HSV-tk Business, and effect such arrangements as are necessary to satisfy the requirements of this Order. 15. The trustee shall have no obligation or authority to operate or maintain the Sandoz Agricultural Chemical Business, the Sandoz Animal Health Business, or the HSV-tk Business. 16. The trustee shall report in writing to Respondents and the Commission every sixty (60) days concerning the trustee's efforts to accomplish divestiture. CIBA-GEIGY LIMITED AND SANDOZ LTD. AGREEMENT CONTAINING CONSENT ORDER Page 30 of 36 XI. IT IS FURTHER ORDERED that, Respondents shall comply with all terms of the Agreement to Hold Separate attached to this Order and made a part hereof as Appendix I. The Agreement to Hold Separate shall continue in effect until (a) with respect to the Sandoz Corn Herbicide Business, such time as Respondents have divested the Sandoz Corn Herbicide Business and (b) with respect to the Sandoz Animal Health Business, such time as Respondents have divested the Sandoz Animal Health Business pursuant to Paragraphs II and III of this Order; or, if a trustee is appointed or the trustee's authorities and responsibilities have been extended pursuant to Paragraph X of this Order, the Agreement to Hold Separate shall continue in effect until such time as Respondents or the trustee have divested all of the Sandoz Animal Health Business and, as applicable, the Sandoz Corn Herbicide Business or the Sandoz Agricultural Chemical Business pursuant to this Order.

IT IS FURTHER ORDERED that. A. If Respondents fail have not divested the Hemodialysis Business to divest absolutely and in good faith Be Divested within four (4) months of either (i) the Virginia Assets to be Divested pursuant to Paragraph II.A. date this Order becomes final, or (ii) the closing of this Orderthe NMC Acquisition, whichever is later, the Commission may appoint a trustee to divest the Revco Virginia Assets. B. If Respondents fail Hemodialysis Business to divest absolutely and in good faith either the New York Assets to be Be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. II of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. . In the event that the Commission or the Attorney General brings an action pursuant to § 5( 15(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 15(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)trustee under this Paragraph, subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions acquisitions, divestitures, and divestitureslicensing. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2B. If a trustee is appointed by the Commission or a court pursuant to Paragraph III.A of this Order, Respondents shall consent to the following terms and conditions regarding the trustee’s powers, duties, authority, and responsibilities: 1. Subject to the prior approval of the CommissionCommission and consistent with the provisions of Paragraph II of this Order, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Hemodialysis Business to Be Divested. 32. Within ten (10) days after the appointment of the trustee, Respondent Respondents shall execute a trust agreement that, subject to the prior approval of the Commission, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 43. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in this Paragraph III.D.III.B is approved by the Commission to accomplish the divestiture of the Hemodialysis Business to Be Divested, which shall be subject to the prior approval of the Commission. If, however, at the end of this twelve (12) month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court. 4. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Hemodialysis Business to Be Divested and to any other relevant information as the trustee may reasonably request. Respondents shall develop such financial or other information as the trustee may reasonably request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee’s accomplishment of the divestiture. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court- appointed trustee, by the court. 5. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to RespondentsV absolute and unconditional obligation to divest at no minimum price. The divestiture shall be made in the manner and to an acquirer as set out in Paragraph II of this Order; provided however, if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity or entities selected by Respondents from among those approved by the Commission. 6. The trustee shall serve without bond or other security at the cost and expense of Respondents, and on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are reasonably necessary to carry out the trustee’s duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of the Respondents, and the trustee’s power shall be terminated. The trustee’s compensation shall be based at least in significant part on a commission arrangement contingent on the trustee’s divesting the Hemodialysis Business to Be Divested. 7. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the duties of the trustee, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 8. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A of this Order. 9. The Commission or, in the case of a court- appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this Order. 10. The trustee shall have no obligation or authority to operate or maintain the Hemodialysis Business to Be Divested. 11. The trustee shall report in writing to Respondents and the Commission every thirty (30) days concerning efforts to accomplish the divestiture. IT IS FURTHER ORDERED that: A. Within twenty (20) days after the date this Order becomes final and every thirty (30) days thereafter until Respondents have fully complied with the provisions of Paragraphs II and III of this Order, Respondents shall submit to the Commission a verified written report setting forth in detail the manner and form in which they intend to comply, are complying, and have complied with this Order. Respondents shall include in their compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with Paragraph II of the Order, including a description of all substantive contacts or negotiations for the divestiture and the identity of all parties contacted. Respondents shall include in their compliance reports copies of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning divestiture. Provided, however, that this Paragraph V shall not be deemed to require Prior Notification to the Commission for (i) the construction of new facilities by Fresenius, (ii) the acquisition of new or used equipment in the ordinary course of business from a person other than the acquirer of the Hemodialysis Business to Be Divested, or any other present producer of Hemodialysis Concentrate; or (iii) the purchase or lease by Fresenius of a facility that has not been operated as a Hemodialysis Concentrate manufacturing facility at any time during the year immediately prior to the purchase or lease by Fresenius. "Prior Notification to the Commission" required by Paragraph V shall be given on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations, as amended (hereinafter referred to as "the Notification Form"), and shall be prepared and transmitted in accordance with the requirements of that part, except that no filing fee will be required for any such notification, notification shall be filed with the Secretary of the Commission, notification need not be made to the United States Department of Justice, and notification is required only of Fresenius and not of any other party to the transaction. Fresenius shall provide the Notification Form to the Commission at least thirty (30) days prior to consummating any such transaction (hereinafter referred to as the "first waiting period"). If, within the first waiting period, representatives of the Commission make a written request for additional information, Fresenius shall not consummate the transaction until twenty (20) days after substantially complying with such request for additional information. Early termination of the waiting periods in this paragraph may be requested and, where appropriate, granted by letter from the Bureau of Competition. Notwithstanding, Fresenius shall not be required to provide Prior Notification to the Commission pursuant to this order for a transaction for which notification is required to be made, and has been made, pursuant to Section 7A of the Xxxxxxx Act, 15 U.S.C. § 18a. in the corporations that may affect compliance obligations arising out of the Order. A. Access, during office hours and in the presence of counsel, to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of Respondents relating to any matters contained in this Order; and B. Without restraint or interference from Respondents, to interview RespondentsV officers, directors, or employees, who may have counsel present, regarding such matters. Signed this day of May, 1996. FOR THE BUREAU OF COMPETITION FOR FRESENIUS AG AND FEDERAL TRADE COMMISSION FRESENIUS USA, INC. Xxxxxx X. Xxxxxx Xxx Xxxxx Attorney Chief Financial Officer Xxxxxxxxx AG M. Xxxxxx Xxxxx Assistant Director Xx. Xxxxxx Xxxxx Counsel Fresenius AG Xxxxxx X. Xxxx Senior Deputy Director Xxx X. Xxxxx, Ph.D. President Fresenius USA, Inc. Xxxxxxx X. Xxxx FOR OVMELVENY & XXXXX Director Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx Counsel to Fresenius AG and Fresenius USA, Inc. Pursuant to the provisions of the Federal Trade Commission Act and of the Xxxxxxx Act, and by virtue of the authority vested in it by said Acts, the Federal Trade Commission, having reason to believe that Xxxxxxxxx AG, the parent company of Fresenius USA, Inc. (collectively "Fresenius"), has entered into an Agreement and Plan of Reorganization with X.X. Xxxxx & Co. ("Grace") whereby Fresenius will acquire from Grace the businesses comprising National Medical Care, Inc. ("NMC"), and that such acquisition, if consummated, would violate Section 7 of the Xxxxxxx Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and having reason to believe that Fresenius has entered into such agreement in restraint of trade in violation of Section 5 of the Federal Trade Commission Act, and it appearing to the Commission that a proceeding in respect thereof would be in the public interest, hereby issues its complaint stating its charges as follows:

IT IS FURTHER ORDERED that. A. If Respondents fail to divest have not divested, absolutely and in good faith faith, and with the Virginia Commission’s prior approval, the Groton Large Parts Facility Assets to be Divested pursuant to or Groton Facility Assets within the time required by Paragraph II.A. IV.A. of this Order, then the Commission may appoint a trustee to divest the Revco Virginia Groton Facility Assets. B. If Respondents fail to divest absolutely and . The trustee may be the same person as the trustee appointed in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. III.A. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. . In the event that the Commission or the Attorney General brings an action pursuant to § 5( 15(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 15(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. B. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. Paragraph V.A. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's ’s powers, duties, authority, authority and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of the Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity identify of any the proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Groton Facility Assets. 3. Within ten (10) days after appointment of the trustee, Respondent Respondents shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.V.B.3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend this period only two (2) times. 5. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Groton Facility Assets or to any other relevant information, as the trustee may request. Respondents shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee’s accomplishment of the divestiture. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondents’ absolute and unconditional obligation to divest expeditiously at no minimum price. The divestiture shall be made in the manner and to an acquirer as set out in Paragraph

IT IS FURTHER ORDERED that. A. If Respondents fail to divest have not divested, absolutely and in good faith and with the Virginia Commission’s prior approval, the Albany Facility Assets to be Divested pursuant to within the time required by Paragraph II.A. of this Order, the Commission may appoint a trustee to divest the Revco Virginia Albany Facility Assets. B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. . In the event that the Commission or the Attorney General brings an action pursuant to § 5( 15(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 15(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. B. If a trustee is appointed by the Commission or a court pursuant to Paragraphs Paragraph III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's ’s powers, duties, authority, authority and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of the Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity identify of any the proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Albany Facility Assets. 3. Within ten (10) days after appointment of the trustee, Respondent Respondents shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.III.B.3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend this period only two (2) times. 5. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Albany Facility Assets or to any other relevant information, as the trustee may request. Respondents shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee’s accomplishment of the divestiture. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondents’ absolute and unconditional obligation to divest expeditiously at no minimum price. The divestiture shall be made in the manner and to an acquirer as set out in Paragraph II.A. of this Order; provided, however, if the trustee receives bona fide offers from more than one such acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity selected by Respondents from among those approved by the Commission; provided further, however, that Respondents shall select such entity within five (5) business days of receiving notification of the Commission’s approval. 7. The trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee’s duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of Respondents, and the trustee’s power shall be terminated. The trustee’s compensation shall be based at least in significant part on a commission arrangement contingent on the trustee’s divesting the Albany Facility Assets. 8. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee’s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for or defense of any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A. of this Order. 10. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this Order. 11. In the event the trustee reasonably determines that he or she is unable to divest the Albany Facility Assets in a manner consistent with the Commission’s purpose as described in Paragraph II.B., the trustee may also divest such additional ancillary assets and business and effect such arrangements as are necessary to maintain the marketability, viability and competitiveness of the Albany Facility Assets. 12. The trustee shall have no obligation or authority to operate or maintain the Albany Facility Assets. 13. The trustee shall report in writing to Respondents and the Commission every sixty (60) days concerning the trustee’s efforts to accomplish the divestiture.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest VNU has not divested, absolutely and in good faith and with the Virginia Assets to be Divested pursuant to Paragraph II.A. of this OrderCommission's prior approval, CMR within six (6) months from the date Respondent signs the Consent Agreement, the Commission may appoint a trustee to divest the Revco Virginia Assets. B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. CMR. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 15(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(l), or any other statute enforced by the Commission, Respondents VNU shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 15(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents the Respondent to comply with this Orderorder. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. B. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. Paragraph III. A. of this Orderorder, Respondents Respondent shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of RespondentsRespondent, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have Respondent has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents Respondent of the identity of any proposed trustee, Respondents Respondent shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish the divestitures described in Paragraphs III.A. and III.B.divest CMR. 3. Within ten (10) days after appointment of the trustee, Respondent shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Orderorder. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.III. B. 3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend this period only two (2) times. 5. The trustee shall have full and complete access to the personnel, books, records and facilities related to CMR or to any other relevant information, as the trustee may request. Respondent shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. Respondent shall take no action to interfere with or impede the trustee's accomplishment of the divestiture. Any delays in divestiture caused by Respondent shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondent's absolute and unconditional obligation to divest expeditiously at no minimum price. The divestiture shall be made in the manner and to the acquirer as set out in Paragraph II. of this order; provided, however, if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity selected by Respondent from among those approved by the Commission; provided further, however, that Respondent shall select such entity within five (5) business days of receiving notification of the Commission’s approval. 7. The trustee shall serve, without bond or other security, at the cost and expense of Respondent, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondent, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of the Respondent, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting CMR. 8. Respondent shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III. A. of this order. 10. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this order. 11. In the event that the trustee determines that he or she is unable to divest CMR in a manner consistent with the Commission's purpose as described in Paragraph II. of this order, the trustee may divest additional ancillary assets of Respondent related to CMR and effect such arrangements as are necessary to satisfy the requirements of this order. 12. The trustee shall have no obligation or authority to operate or maintain CMR. 13. The trustee shall report in writing to Respondent and the Commission every sixty (60) days concerning the trustee's efforts to accomplish divestiture.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest have not divested absolutely and in good faith the Virginia Assets to be Divested pursuant to Paragraph II.A. II. of this Order, the Commission may appoint a trustee to divest the Revco Virginia Assets. B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. Divested. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 1l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 1l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee pursuant to § 5( 1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. B. If a trustee is appointed by the Commission or a court pursuant to Paragraphs Paragraph III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after receipt of written notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Assets to be Divested. 3. Within ten (10) days after appointment of the trustee, Respondent Respondents shall execute a trust agreement that, subject to the prior approval of the Commission, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.III.B.3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve (12) month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend this period only two (2) times for up to six (6) months each time. 5. The trustee shall have full and complete access to the Assets to be Divested and to the personnel, books, records and facilities related to the Assets to be Divested or to any other relevant information, as the trustee may reasonably request. Respondents shall develop such financial or other information as such trustee may reasonably request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee's accomplishment of the divestiture. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court- appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondents' absolute and unconditional obligation to divest at no minimum price. The divestitures shall be made to an acquirer or acquirers that receive the prior approval of the Commission and only in a manner that receives the prior approval of the Commission. In the event that the trustee receives bona fide offers from more than one acquiring entity, the trustee shall submit all such bids to the Commission, and if the Commission determines to approve more than one such acquiring entity for the Assets to be Divested, the trustee shall divest to the acquiring entity or entities selected by Respondents from among those approved by the Commission. 7. In the event the trustee determines that he or she is unable to divest the Assets to be Divested as described in Paragraph II in a manner consistent with the terms of this Order, the trustee may on his or her own initiative, or at the direction of the Commission, divest any additional or substitute supermarkets of the Respondents located in the respective overlap areas and effect such arrangements as are necessary to satisfy the requirements of this Order. 8. The trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, and at reasonable fees, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee’s duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of the Respondents, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the Assets to be Divested, and may include an incentive arrangement relating to price. 9. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 10. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A. of this Order. 11. The Commission or, in the case of a court- appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional Orders or directions as may be reasonably necessary or appropriate to accomplish the divestiture required by this Order. 12. The trustee shall have no obligation or authority to operate or maintain the Assets to be Divested. 13. The trustee shall report in writing to Respondents and the Commission every forty-five (45) days concerning the trustee's efforts to accomplish divestiture.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest Respondent has not divested, absolutely and in good faith and with the Virginia Commission's prior approval, the Assets to be To Be Divested pursuant to within the time and in the manner required by Paragraph II.A. II of this Order, the Commission may appoint a trustee to divest accomplish the Revco Virginia Assets. B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Orderdivestiture, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. at no minimum price. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 1Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(l), or any other statute enforced by the Commission, Respondents Respondent shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 1Section 5(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents Respondent to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. B. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. Paragraph IV.A. of this Order, Respondents Respondent shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of RespondentsRespondent, which consent shall not be unreasonably withheld. The trustee shall be a person Person with experience and expertise in acquisitions and divestitures. If Respondents have Respondent has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after receipt of written notice by the staff of the Commission to Respondents Respondent of the identity of any proposed trustee, Respondents Respondent shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Assets To Be Divested. 3. Within ten (10) days after appointment of the trustee, Respondent shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission or court approves the trust agreement described in Paragraph III.D.IV.B.3. to accomplish the divestitures. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend the period for no more than two (2) additional periods of twelve (12) months each. 5. The trustee shall have full and complete access to the personnel, books, records, and facilities related to the Assets To Be Divested or to any other relevant information, as the trustee may request. Respondent shall develop such financial or other information as such trustee may reasonably request and shall cooperate with the trustee. Respondent shall take no action to interfere with or impede the trustee's accomplishment of the divestitures. Any delays in divestiture caused by Respondent shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondent’s absolute and unconditional obligation to divest expeditiously at no minimum price. The divestitures shall be made only in a manner that receives the prior approval of the Commission, and only to an acquirer that receives the prior approval of the Commission. Provided, however, if the trustee receives bona fide offers for an asset to be divested from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity and to allow the Respondent to choose from among them, then the trustee shall divest such asset to the acquiring entity or entities selected by Respondent from among those approved by the Commission; provided further, however, that Respondent shall select such entity within five (5) days of receiving notification of the Commission’s approval. 7. The trustee shall serve, without bond or other security, at the cost and expense of Respondent, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondent, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestitures and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of Respondent, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the Assets To Be Divested. 8. Respondent shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for or defense of any claim, whether or not resulting in any liability, except to the extent that such losses, claims, damages, liabilities, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph IV.A. of this Order. 10. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish divestitures required by this Order. 11. The trustee shall have no obligation or authority to operate or maintain the Assets To Be Divested. 12. The trustee shall report in writing to the Commission every sixty (60) days concerning the trustee's efforts to accomplish the divestitures required by this Order.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest Respondent has not divested, absolutely and in good faith and with the Virginia Commission’s prior approval, the Assets to be To Be Divested pursuant to within the time required by Paragraph II.A. II. of this Order, the Commission may appoint a trustee to divest the Revco Virginia AssetsAssets To Be Divested in a manner that satisfies the requirements of Paragraphs II. and III. of this Order. B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 1Section 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(1), or any other statute enforced by the Commission, Respondents Respondent shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 1Section 5(1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents the Respondent to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. C. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. Paragraph IV.A. of this Order, Respondents Respondent shall consent to the following terms and conditions regarding the trustee's ’s powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of RespondentsRespondent, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have Respondent has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after receipt of notice by the staff of the Commission to Respondents Respondent of the identity of any proposed trustee, Respondents Respondent shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Assets To Be Divested. 3. Within ten (10) days after appointment of the trustee, Respondent shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.IV.C.3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend the period for no more than two (2) additional periods. 5. The trustee shall have full and complete access to the personnel, books, records, and facilities related to the Assets To Be Divested or to any other relevant information as the trustee may request. Respondent shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. Respondent shall take no action to interfere with or impede the trustee’s accomplishment of the divestiture. Any delays in divestiture caused by Respondent shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondent’s absolute and unconditional obligation to divest expeditiously at no minimum price. The divestiture shall be made in a manner that receives the prior approval of the Commission and to an Acquirer that receives the prior approval of the Commission; provided, however, if the trustee receives bona fide offers for the Assets To Be Divested from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest such assets to the acquiring entity or entities selected by Respondent from among those approved by the Commission; provided further, however, that Respondent shall select such entity within five (5) days of receiving notification of the Commission’s approval. 7. The trustee shall serve, without bond or other security, at the cost and expense of Respondent, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondent, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee’s duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of Respondent, and the trustee’s power shall be terminated. The trustee’s compensation shall be based at least in significant part on a commission arrangement contingent on the trustee’s divesting the Assets To Be Divested. 8. Respondent shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee’s duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for or defense of any claims, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph IV.A. of this Order. 10. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this Order. 11. In the event that the trustee determines that he or she is unable to divest the Assets To Be Divested, in a manner consistent with the Commission’s purpose as described in Paragraph II.D., the trustee may divest additional ancillary assets and businesses of Respondent and effect such arrangements as are necessary to satisfy the requirements of this Order. 12. The trustee shall have no obligation or authority to operate or maintain the Assets To Be Divested. 13. The trustee shall report in writing to Respondent and the Commission every sixty

IT IS FURTHER ORDERED that. A. If Respondents fail have not divested the Hemodialysis Business to divest absolutely and in good faith Be Divested within four (4) months of either (i) the Virginia Assets to be Divested pursuant to Paragraph II.A. date this Order becomes final, or (ii) the closing of this Orderthe NMC Acquisition, whichever is later, the Commission may appoint a trustee to divest the Revco Virginia Assets. B. If Respondents fail Hemodialysis Business to divest absolutely and in good faith either the New York Assets to be Be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. II of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. . In the event that the Commission or the Attorney General brings an action pursuant to § 5( 15(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 15(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)trustee under this Paragraph, subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions acquisitions, divestitures, and divestitureslicensing. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2B. If a trustee is appointed by the Commission or a court pursuant to Paragraph III.A of this Order, Respondents shall consent to the following terms and conditions regarding the trustee’s powers, duties, authority, and responsibilities: 1. Subject to the prior approval of the CommissionCommission and consistent with the provisions of Paragraph II of this Order, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Hemodialysis Business to Be Divested. 32. Within ten (10) days after the appointment of the trustee, Respondent Respondents shall execute a trust agreement that, subject to the prior approval of the Commission, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 43. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in this Paragraph III.D.III.B is approved by the Commission to accomplish the divestiture of the Hemodialysis Business to Be Divested, which shall be subject to the prior approval of the Commission. If, however, at the end of this twelve (12) month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court. 4. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Hemodialysis Business to Be Divested and to any other relevant information as the trustee may reasonably request. Respondents shall develop such financial or other information as the trustee may reasonably request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee’s accomplishment of the divestiture. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court- appointed trustee, by the court. 5. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondents' absolute and unconditional obligation to divest at no minimum price. The divestiture shall be made in the manner and to an acquirer as set out in Paragraph II of this Order; provided however, if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity or entities selected by Respondents from among those approved by the Commission. 6. The trustee shall serve without bond or other security at the cost and expense of Respondents, and on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are reasonably necessary to carry out the trustee’s duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of the Respondents, and the trustee’s power shall be terminated. The trustee’s compensation shall be based at least in significant part on a commission arrangement contingent on the trustee’s divesting the Hemodialysis Business to Be Divested. 7. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the duties of the trustee, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 8. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A of this Order. 9. The Commission or, in the case of a court- appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this Order. 10. The trustee shall have no obligation or authority to operate or maintain the Hemodialysis Business to Be Divested. 11. The trustee shall report in writing to Respondents and the Commission every thirty (30) days concerning efforts to accomplish the divestiture. IT IS FURTHER ORDERED that: A. Within twenty (20) days after the date this Order becomes final and every thirty (30) days thereafter until Respondents have fully complied with the provisions of Paragraphs II and III of this Order, Respondents shall submit to the Commission a verified written report setting forth in detail the manner and form in which they intend to comply, are complying, and have complied with this Order. Respondents shall include in their compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with Paragraph II of the Order, including a description of all substantive contacts or negotiations for the divestiture and the identity of all parties contacted. Respondents shall include in their compliance reports copies of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning divestiture. Provided, however, that this Paragraph V shall not be deemed to require Prior Notification to the Commission for (i) the construction of new facilities by Fresenius, (ii) the acquisition of new or used equipment in the ordinary course of business from a person other than the acquirer of the Hemodialysis Business to Be Divested, or any other present producer of Hemodialysis Concentrate; or (iii) the purchase or lease by Fresenius of a facility that has not been operated as a Hemodialysis Concentrate manufacturing facility at any time during the year immediately prior to the purchase or lease by Fresenius. "Prior Notification to the Commission" required by Paragraph V shall be given on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations, as amended (hereinafter referred to as "the Notification Form"), and shall be prepared and transmitted in accordance with the requirements of that part, except that no filing fee will be required for any such notification, notification shall be filed with the Secretary of the Commission, notification need not be made to the United States Department of Justice, and notification is required only of Fresenius and not of any other party to the transaction. Fresenius shall provide the Notification Form to the Commission at least thirty (30) days prior to consummating any such transaction (hereinafter referred to as the "first waiting period"). If, within the first waiting period, representatives of the Commission make a written request for additional information, Fresenius shall not consummate the transaction until twenty (20) days after substantially complying with such request for additional information. Early termination of the waiting periods in this paragraph may be requested and, where appropriate, granted by letter from the Bureau of Competition. Notwithstanding, Fresenius shall not be required to provide Prior Notification to the Commission pursuant to this order for a transaction for which notification is required to be made, and has been made, pursuant to Section 7A of the Xxxxxxx Act, 15 U.S.C. § 18a. in the corporations that may affect compliance obligations arising out of the Order. A. Access, during office hours and in the presence of counsel, to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of Respondents relating to any matters contained in this Order; and B. Without restraint or interference from Respondents, to interview Respondents' officers, directors, or employees, who may have counsel present, regarding such matters. Signed this day of May, 1996. FOR THE BUREAU OF COMPETITION FOR FRESENIUS AG AND FEDERAL TRADE COMMISSION FRESENIUS USA, INC. Xxxxxx X. Xxxxxx Xxx Xxxxx Attorney Chief Financial Officer Xxxxxxxxx AG M. Xxxxxx Xxxxx Assistant Director Xx. Xxxxxx Xxxxx Counsel Fresenius AG Xxxxxx X. Xxxx Senior Deputy Director Xxx X. Xxxxx, Ph.D. President Fresenius USA, Inc. Xxxxxxx X. Xxxx FOR O'MELVENY & XXXXX Director Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxx Counsel to Fresenius AG and Fresenius USA, Inc. Pursuant to the provisions of the Federal Trade Commission Act and of the Xxxxxxx Act, and by virtue of the authority vested in it by said Acts, the Federal Trade Commission, having reason to believe that Xxxxxxxxx AG, the parent company of Fresenius USA, Inc. (collectively "Fresenius"), has entered into an Agreement and Plan of Reorganization with X.X. Xxxxx & Co. ("Grace") whereby Fresenius will acquire from Grace the businesses comprising National Medical Care, Inc. ("NMC"), and that such acquisition, if consummated, would violate Section 7 of the Xxxxxxx Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and having reason to believe that Fresenius has entered into such agreement in restraint of trade in violation of Section 5 of the Federal Trade Commission Act, and it appearing to the Commission that a proceeding in respect thereof would be in the public interest, hereby issues its complaint stating its charges as follows:

IT IS FURTHER ORDERED that. A. If Respondents fail to Respondent Graco shall divest the Liquid Finishing Business Assets, absolutely and in good faith the Virginia Assets to be Divested pursuant to Paragraph II.A. of this Orderfaith, the Commission may appoint a trustee to divest the Revco Virginia Assets. B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Orderat no minimum price, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. In the event that the Commission or the Attorney General brings as an action pursuant to § 5( 1) of the Federal Trade Commission Acton-going business, 15 U.S.C. § 45( 1), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee pursuant to § 5( 1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s), subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) no later than 180 days after notice by the staff of the Commission date this Order becomes final, to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the a Commission, the trustee shall have the exclusive power and authority to accomplish the divestitures described in Paragraphs III.A. and III.B. 3. Within ten (10) days after appointment of the trustee, Respondent shall execute a trust agreement that, subject to -approved Acquirer that receives the prior approval of the Commission, and only in a manner (and pursuant to a Divestiture Agreement with the case of a court- appointed trustee, Commission-approved Acquirer) that receives the prior approval of the courtCommission. B. No later than the Divestiture Date, transfers Respondent Xxxxx shall secure all consents, assignments, waivers, licenses, certificates, registrations, permits, or other authorizations from all Persons that are necessary for the divestiture and operation of the Liquid Finishing Business Assets to the trustee all rights and powers necessary to permit Commission-approved Acquirer; provided, however, that Respondent Graco may satisfy this requirement by certifying that the trustee to effect Commission-approved Acquirer has executed appropriate agreements directly with each divestiture required by this Orderof the relevant Persons. 4C. In the event Respondent Xxxxx is unable to obtain any consent(s), assignment(s), waiver(s), license(s), certificate(s), registration(s), permit(s), or other authorization(s) necessary for the divestiture and/or operation of the Liquid Finishing Business Assets from any Person, Respondent Graco shall: 1. The trustee shall have Provide such assistance as the Commission-approved Acquirer may reasonably request in its efforts to obtain a comparable license, certificate, registration, permit, or other authorization; and 2. With the acceptance of the Commission-approved Acquirer and the prior approval of the Commission, substitute equivalent assets or arrangements. D. At the request of the Commission-approved Acquirer, pursuant to an agreement that receives the prior approval of the Commission, Respondent Graco shall, for a period not to exceed twelve (12) months from the Divestiture Date, or as otherwise approved by the Commission, provide Transitional Services to the Commission-approved Acquirer: 1. Sufficient to enable the Commission-approved Acquirer to operate the divested assets and business in substantially the same manner as they were operated prior to the Acquisition; and 2. At substantially the same level and quality as such services were provided by Respondents in connection with the operation of the divested assets and business prior to the Acquisition. Exhibit 10.1 Provided, however, that Respondent Graco shall not (i) require the Commission-approved Acquirer to pay compensation for Transitional Services that exceeds the Direct Cost of providing such goods and services, (ii) terminate its obligation to provide Transitional Services because of a material breach by the Commission-approved Acquirer of any agreement to provide such assistance, in the absence of a final order of a court of competent jurisdiction, except if Respondent Graco is unable to provide such services due to such material breach, or (iii) seek to limit the damages (such as indirect, special, and consequential damages) which a Commission-approved Acquirer would be entitled to receive in the event of Respondent Xxxxx’s breach of any agreement to provide Transitional Services. E. Respondent ITW shall provide the Commission-approved Acquirer, at the request of the Commission-approved Acquirer, the transition and support services Respondent ITW has agreed to provide to Respondent Graco in the Asset Purchase Agreement on the terms and subject to the conditions contemplated by the Asset Purchase Agreement. F. Respondent Graco shall provide the Commission-approved Acquirer with the opportunity to identify, recruit and employ any Liquid Finishing Business Employee in conformance with the following: 1. No later than ten (10) days after a request from a Prospective Acquirer, or staff of the Commission, Respondents shall provide the Prospective Acquirer with the following information for each Liquid Finishing Business Employee, as and to the extent permitted by law: (a) name, job title or position, date of hire and effective service date; (b) a specific description of the Commission approves employee’s responsibilities; (c) the trust agreement described base salary or current wages; (d) the most recent bonus paid, aggregate annual compensation for Respondent ITW’s last fiscal year and current target or guaranteed bonus, if any; (e) employment status (i.e., active or on leave or disability; full-time or part-time); (f) any other material terms and conditions of employment in regard to such employee that are not otherwise generally available to similarly-situated employees; and (g) at the Prospective Acquirer’s option, copies of all employee benefit plans and summary plan descriptions (if any) applicable to the relevant Liquid Finishing Business Employee. 2. No later than thirty (30) days before the Divestiture Date, after a request from a Prospective Acquirer, Respondent Graco shall provide the Prospective Acquirer with (i) an opportunity to meet, personally and outside the presence or hearing of any employee or agent of any Respondent, with any Liquid Finishing Business Employee for the purpose of discussing potential employment, (ii) an opportunity to inspect the personnel files and other documentation relating to any such Exhibit 10.1 employee, to the extent permissible under applicable laws such employee, and iii) to make offers of employment to any Liquid Finishing Business Employee. 3. Respondent Graco shall (i) not interfere, directly or indirectly, with the hiring or employing by the Prospective Acquirer of any Liquid Finishing Business Employee, (ii) not offer any incentive to any Liquid Finishing Business Employee to decline employment with the Prospective Acquirer, (iii) not make any counteroffer to any Liquid Finishing Business Employee who receives a written offer of employment from the Prospective Acquirer; provided, however, that nothing in this Order shall be construed to require Respondent Graco to terminate the employment of any employee or prevent Respondent Graco from continuing the employment of any employee; (iv) remove any impediments within the control of Respondent Graco that may deter any Liquid Finishing Business Employee from accepting employment with the Prospective Acquirer, including, but not limited to, any non-compete or confidentiality provisions of employment or other contracts with Respondent Graco that would affect the ability of such employee to be employed by the Prospective Acquirer, and (v) not otherwise interfere with the recruitment of any Liquid Finishing Business Employee by the Prospective Acquirer. G. Until the Divestiture Date, Respondent Graco shall provide each Liquid Finishing Business Employee with reasonable financial incentives to continue in his or her position consistent with past practices and/or as may be necessary to preserve the marketability, viability and competitiveness of the Liquid Finishing Business Assets pending divestiture. Such incentives shall include employee benefits, including regularly scheduled raises, bonuses, vesting of current and accrued retirement benefits (as permitted by law), on the same basis as provided under the Asset Purchase Agreement to other employees hired by Respondent Graco in the Acquisition, and such additional incentives as may be necessary to assure the continuation and to prevent any diminution of the viability, marketability and competitiveness of the Liquid Finishing Business Assets until the Divestiture Date, and as may otherwise be necessary to achieve the purposes of this Order and the Hold Separate. H. For a period of two (2) years after the Divestiture Date, Respondent Xxxxx shall not, directly or indirectly, solicit, induce or attempt to solicit or induce any Liquid Finishing Business Employee who has accepted an offer of employment with the Commission-approved Acquirer, or who is employed by the Commission-approved Acquirer, to terminate his or her employment relationship with the Commission-approved Acquirer; provided, however, Respondent Graco may: 1. Advertise for employees in newspapers, trade publications, or other media, or engage recruiters to conduct general employee search activities, so long as these actions are not targeted specifically at any Liquid Finishing Business Employees; and Exhibit 10.1 2. Hire Liquid Finishing Business Employees who apply for employment with Respondent Graco, so long as such individuals were not solicited by Respondent Graco in violation of this paragraph; provided further, that this sub-Paragraph III.D.shall not prohibit Respondent Graco from making offers of employment to or employing any Liquid Finishing Business Employees if the Commission-approved Acquirer has notified Respondent Graco in writing that the Commission-approved Acquirer does not intend to make an offer of employment to that employee, or where such an offer has been made and the employee has declined the offer, or where the individual’s employment has been terminated by the Commission-approved Acquirer. I. The purpose of the divestiture of the Liquid Finishing Business Assets is to ensure the continuation of the Liquid Finishing Business Assets as an ongoing, viable business operating in the same relevant markets in which such assets were competing at the time of the announcement of the Acquisition by Respondents, and to remedy the lessening of competition resulting from the Acquisition as alleged in the Commission’s Complaint.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest the respondent has not divested, absolutely and in good faith and with the Virginia Assets to be Divested pursuant to Paragraph II.A. of Commission's prior approv al, the Schedule A assets, in accor dance with this Orderorder, on or before August 1, 1997, the Commission may appoint a trustee to effect the divestiture of the Schedule A assets. The trustee may on his or her initiative, or at the direction of the Commission, also divest some or all of the Revco Virginia AssetsSchedule B assets, to the extent such additional divestitures are necessary to completely fulfill the purpose, identified in Paragraph II.D. above, of the divestiture of the Schedule A assets. B. If Respondents fail to divest the respondent has not divested, absolutely and in good faith either and with the New York Assets to be Divested Commission's prior approv al, its stock in Monarch Health Systems, in accor dance with this order, on or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Orderbefore August 1, 1997, the Commission may appoint a trustee to divest effect the CVS Binghamton Assetsdivestiture of the Monarch Health Systems stock. C. In the event that the Commission or the Attorney Attor ney General brings an action for any failure to comply with this order or in any way relating to the Acquisi tion, pursuant to § Section 5( 1l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 1l), or any other statute enforced by the Commission, Respondents the respondent shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph III.A. or Paragraph III.B. shall preclude the Commission Commis sion or the Attorney General from seeking civil penalties penal ties or any other relief available to it, including a court-appointed trustee pursuant to § 5( 1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, them for any failure by Respondents the respondent to comply with this Orderorder. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. If a trustee is appointed by the Commission or a court pursuant to Paragraphs Paragraph III.A. or Paragraph III.B. of this Orderorder, Respondents the re spon dent shall consent to the following terms and conditions regarding regard ing the trusteetru stee's powers, duties, authorityau thority, and responsibilitiesresponsibili ties: 1. The Commission shall select the trustee(s)trustee, subject sub ject to the consent of Respondentsthe respondent, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have respondent has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission Com mission to Respondents respondent of the identity of any proposed pro posed trustee, Respondents respon dent shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the CommissionCommis sion (except with respect to any divestiture of Monarch Health Systems stock which Paragraph II.E. permits to be made without Commission approval), the trustee shall serve as an agent of the Commission and shall have the exclusive power and authority to accomplish divest (a) the divestitures described in Paragraphs III.A. Schedule A assets and, as necessary, some or all of the Schedule B assets, if the trustee is appointed pursuant to Paragraph III.A., and (b) respondent's Monarch Health Systems stock, if the trustee is appointed pursuant to Paragraph III.B. 3. Within ten (10) days after appointment of the trustee, Respondent respondent shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each divestiture the divestitures required by this Orderorder. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.III.D.3 to ac complish the divestitures, which shall be sub ject to the prior approval of the Commission (with the exception set forth in Paragraph III.D.2). If, however, at the end of the twelve -month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the di vesti ture peri od may be extended by the Commis sion, or in the case of a court-appointed trustee, by the court; provided, however, that the Commission may extend this period only two (2) times , for up to twelve (12) months each time. 5. The trustee shall have full and complete access to the personnel, books, records, and facili ties related to the assets he or she is to divest, as well as to any other rele vant in forma tion as the trust ee may re quest. Respon dent shall develop such xxxxx cial or other informa tion as such trustee may rea sonably request, and shall coop erate with the trustee. Respondent shall take no action to interfere with or im pede the trustee's ac complishment of the dives titures. Any delays in divestiture caused by respondent shall ex tend the time for divesti ture under this Para graph III in an amount equal to the delay, as de termined by the Commission or, for a court-appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to the trustee s fiduciary duty to the Commission and to respondent's absolute and unconditional obligation to divest at no minimum price. The divestiture shall be made in the manner and to an acquirer as set forth in Paragraph II; pro vided, however, if the trustee re ceives bona fide offers from more than one acquiring entity for the Schedule A assets (along with, if necessary, some or all of the Schedule B assets), or for the Monarch Health Systems stock, and if the Com mission deter mines to ap prove more than one such acquiring entity (or, for the Monarch Health Systems stock, more than one entity is either approved to acquire the stock, or does not require Commission approval under Paragraph II.E.), the trustee shall divest to the acquir ing enti ty select ed by respondent from among those ap proved by the Commission. 7. The trustee shall serve, without bond or other security, at the cost and expense of the re spon dent, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of respondent, such consultants, accountants, attorneys, investment bankers, business xxx xxxx, appraisers, and other representatives and assistants as are necessary to carry out the trustee's duties and responsibili ties. The trustee shall account for all monies derived from the sale and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the ac count of the trust ee, including fees for his or her services, all remaining monies shall be paid at the direc tion of the respon dent and the trustee's power shall be terminated. The trustee's com pensa tion shall be based at least in signifi cant part on a commis sion arrangement contin gent on the trustee's divesting the Schedule A assets (if the trustee is appointed pursuant to Paragraph III.A.) and the Monarch Health Systems stock (if the trustee is appointed pursuant to Paragraph III.B.). 8. Respondent shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses aris ing out of, or in connection with, the perfor xxxxx of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connec tion with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the ex tent that such lia bilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be ap pointed in the same manner as provided in Para graph III.A. or Paragraph III.B. of this order. 10. The Commission or, in the case of a court-ap pointed trustee, the court, may on its own initiative, or at the request of the trustee, issue such additional orders or directions as may be necessary or appropriate to accomplish the divestitures required by this order. 11. The trustee shall also divest such additional ancillary assets and businesses and effect such arrangements as are necessary to assure the marketability and the viability and competitiveness of French Hospital Medical Center. 12. The trustee shall have no obligation or author ity to operate or maintain the Schedule A assets, or the Schedule B assets, or to take any actions (other than in furtherance of divestiture) relating to the Monarch Health Systems stock. 13. The trustee shall report in writing to the respondent and to the Commission every sixty (60) days concerning the trustee's efforts to accomplish divestiture.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest have not divested, absolutely and in good faith the Virginia Assets to be Divested pursuant to Paragraph II.A. of this Order, the Commission may appoint a trustee to divest the Revco Virginia Assets.and with the B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. In the event that the Commission or the Attorney General brings an action pursuant to § 5( (1) of the Federal Trade Commission Act, 15 U.S.C. § 45( 1), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § ss. 5( (1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. B. If a trustee is appointed by the Commission or a court pursuant to Paragraphs Paragraph III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, authority and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of the Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity identify of any the proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Albany Facility Assets. 3. Within ten (10) days after appointment of the trustee, Respondent Respondents shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.III.B.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest NGC has not divested, absolutely and in good faith and with the Virginia Assets Commission's prior approval, the Property to be Divested pursuant to as required by Paragraph II.A. II of this Order within six (6) months after the signing of the Agreement Containing Consent Order, the Commission may appoint a trustee to divest the Revco Virginia Assets. B. If Respondents fail to divest absolutely and in good faith either the New York Assets Property to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. Divested. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 1) of Section 5 (l)of the Federal Trade Commission Act, 15 U.S.C. § 45( 1), or any other statute enforced by the Commission, Respondents NGC shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 1Section 5(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents NGC to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. B. If a trustee is appointed by the Commission or a court pursuant to Paragraphs Paragraph III.A. or III.B. of this Order, Respondents NGC shall consent to the following terms and conditions regarding the trustee's powers, dutiesauthorities, authority, duties and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of RespondentsNGC, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have NGC has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents NGC of the identity of any proposed trustee, Respondents NGC shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Property to be Divested. 3. Within ten (10) days after appointment of the trustee, Respondent NGC shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.III.B.3 to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period the trustee has submitted a plan of divestiture or believes that divestiture can be accomplished within a reasonable time, the divestiture period may be extended by the Commission, or in the case of a court-appointed trustee, by the court; provided, however, that the Commission may extend the divestiture period only two (2) times. 5. NGC shall provide the trustee with full and complete access to the personnel, books, records and facilities relating to the Property to be Divested, or any other relevant information, as the trustee may request. NGC shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. NGC shall take no action to interfere with or impede the trustee's accomplishment of the divestiture. Any delays in divestiture caused by NGC shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or for a court-appointed trustee, the court. 6. The trustee shall make reasonable efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to NGC's absolute and unconditional obligation to divest at no minimum price. The divestiture shall be made in the manner and to the acquirer or acquirers as set out in Paragraph II of this Order; provided, however, if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity or entities selected by NGC from among those approved by the Commission. 7. The trustee shall serve, without bond or other security, at the cost and expense of NGC, on such reasonable and customary terms and conditions as the Commission or the court may set. The trustee shall have authority to employ, at the cost and expense of NGC, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are reasonably necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of NGC and the trustee's power shall be terminated. The trustee's compensation shall be based at least in a significant part on a commission arrangement contingent on the trustee's divesting the Property to be Divested. 8. NGC shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A. of this Order. 10. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this Order. 11. The trustee shall have no obligation or authority to operate or maintain the Property to be Divested. 12. The trustee shall report in writing to NGC and to the Commission every sixty (60) days concerning the trustee's efforts to accomplish divestiture. C. If NGC has not divested, absolutely and in good faith and with the Commission's prior approval, the Property to be Divested as required by Paragraph II of this Order within six (6) months after the signing of the Agreement Containing Consent Order, NGC shall, by such date: (i) cease to serve as the Commercial Operator of MB I (assuming NGC is then serving as Commercial Operator under the provisions of Paragraph 3 of the Hold Separate); (ii) cease to serve as the Facility Operator of MB I; and (iii) take all necessary steps under the MB I Ownership Agreement to install the other party to said Ownership Agreement as the Commercial Operator and the Facility Operator of MB I.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest absolutely and in good faith Respondent has not divested the Virginia AutoInfo Assets to be Divested pursuant to and within the time required by Paragraph II.A. of this OrderII.A., the Commission may appoint a trustee to divest the Revco Virginia Trustee Assets. B. If Respondents fail . The trustee shall have all rights and powers necessary to divest absolutely permit the trustee to effect the divestiture of the Trustee Assets in order to assure the viability, competitiveness, and in good faith either marketability of the New York Trustee Assets and to be Divested or accomplish the Revco Pharmacy Assets pursuant to Paragraph II.B. remedial purposes of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. . In the event that the Commission or the Attorney General brings an action pursuant to § 5( 15(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(l), or any other statute enforced by the Commission, Respondents Respondent shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 15(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents the Respondent to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. If a trustee is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. of this OrderPROVIDED, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s), subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the CommissionHOWEVER, the trustee shall have may, at his or her option and in satisfaction of his or her obligations under this Paragraph III.A., require ADP to terminate its role as the exclusive power and authority ARA Database Collector pursuant to accomplish the divestitures described in Paragraphs III.A. and III.B. 3ARA Database Agreement. Within ten (10) days after appointment of the trusteePROVIDED, HOWEVER, Respondent shall execute grant to any entity that becomes the ARA Database Collector, if such entity is not the Acquirer, a trust agreement that, subject royalty-free license to the prior approval Xxxxxxxxx Interchange to use solely for purposes of collecting and transmitting data and managing and operating a database for the ARA pursuant to a data collection agreement with the ARA. PROVIDED, HOWEVER, Respondent may retain a non-exclusive, paid-up license to the AutoInfo Interchange as of the Commissiondate of the divestiture, excluding supplier and service contracts, research and development, and other tangible and intangible assets used in the case of a court- appointed trustee, development and maintenance of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each divestiture required by this OrderAutoInfo Interchange. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.

IT IS FURTHER ORDERED that. A. If Within six (6) months of the date Respondents fail execute the Agreement Containing Consent Orders, Respondents shall offer, in good faith, to divest absolutely amend the Mobil-Valero Paulsboro Agreement in compliance with this Paragraph and in good faith the Virginia Assets manner set forth in Appendix D (Confidential). Respondents shall offer only such terms as have received the prior approval of the Commission. At the time Respondents submit their proposed terms to be Divested pursuant to Paragraph II.A. of this Order, the Commission may appoint for its approval, they shall also provide a trustee copy to divest the Revco Virginia Assets. B. If Respondents fail Valero. The amendment subsequently offered to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 1) Valero shall consist only of the Federal Trade Commission Act, 15 U.S.C. § 45( 1), or any other statute enforced terms approved by the Commission, and shall not be conditioned on Xxxxxx’x acceptance of any other terms. The offer shall be held open for one (1) year after the Commission approves Respondents’ proposed terms. If Valero accepts the offer, Respondents shall consent to comply with the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to itMobil- Valero Paulsboro Agreement as amended, including a court-appointed trustee pursuant to § 5( 1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for and any failure by Respondents to comply with any provision of the amendments offered to and accepted by Valero shall constitute a failure to comply with this Order; provided, however, that such failure shall not be a basis for the appointment of a trustee pursuant to Paragraph XV or for the alternative remedy set forth in Paragraph XV. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be B. Within nine (9) months of the same person. If a trustee date the Merger is appointed by the Commission or a court pursuant to Paragraphs III.A. or III.B. of this Orderconsummated, Respondents shall consent to enter into Base Oil supply contract(s) that receive the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s), subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff prior approval of the Commission to Respondents of the identity of any proposed trusteewith at least one, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to but not more than three, acquirer(s) that receive the prior approval of the Commission, to supply to acquirer(s) a cumulative total of twelve (12) MBD of Base Oil. Each such contract with each acquirer shall contain the trustee shall have the exclusive power and authority to accomplish the divestitures described in Paragraphs III.A. and III.B.following terms: 31. Within Respondents will supply Base Oil for a term of ten (10) days after appointment years. 2. The Base Oil may be supplied from any or all of the trusteeDesignated Base Oil Refineries, Respondent to be determined by mutual agreement between Respondents and each acquirer. 3. The agreement shall execute a trust agreement that, subject require the acquirer (a) to the prior approval take delivery of the Commission, Base Oil to be supplied and in the case shall not provide for any waiver of a court- appointed trustee, acquirer's obligation to take delivery; and (b) to provide Respondents with advance notice of the court, transfers quantities and qualities to be purchased under the trustee all rights and powers necessary to permit the trustee to effect each divestiture required by this Ordercontract. 4. Respondents must initially make available to the acquirer Base Oil in proportionate grades, viscosities, qualities, and amounts that correspond to the 1999 production of Mobil’s Beaumont, Texas, refinery. Beginning January 1, 2001, and on an annual basis thereafter, Respondents shall be obligated to provide the acquirer the option of purchasing Base Oil in the proportionate grades, viscosities, qualities, and amounts that correspond to Respondents’ planned production at all of the Designated Base Oil Refineries. 5. The agreement will specify formula price terms for each grade, viscosity, and other quality of Base Oil to be supplied initially. The formula price terms for each grade, viscosity, and other quality of Base Oil not supplied initially shall reflect adjustments to existing price formulae that are established by mutual agreement, or by binding arbitration if the parties fail to agree. The formula price terms shall be subject to renegotiation no more frequently than every three years, with binding arbitration if the parties fail to agree on price terms, provided, however, that neither the renegotiated nor arbitrated price terms may be a function of United States or Canadian Base Oil prices. The formula price term of any Base Oil to be supplied shall not be calculated as a function of any United States or Canadian price of Base Oil, but may be calculated as a function of any widely-traded commodity (e.g., any petroleum product traded on the NYMEX). Respondents shall comply with such Base Oil supply contract(s), and any failure by Respondents to comply with any provision of any such Base Oil contract shall constitute a failure to comply with this Order; provided, however, that such failure shall not be a basis for the appointment of a trustee shall have twelve (12) months pursuant to Paragraph XV or for the alternative remedy set forth in Paragraph XV. C. The purpose of this Paragraph is to provide a supply of Base Oil to independent or integrated compounder blenders of Base Oil into finished products and to remedy the lessening of competition in the refining and marketing of Base Oil resulting from the date proposed Merger as alleged in the Commission approves the trust agreement described in Paragraph III.D.Commission’s Complaint.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest absolutely and in good faith the Virginia Assets to be To Be Divested pursuant to Paragraph II.A. of this Order, the Commission may appoint a trustee to divest the Revco Virginia AssetsAssets To Be Divested. B. If Respondents fail to divest absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Assets. C. In the event that the Commission or the Attorney General brings an action pursuant to § 5( 15(l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 145(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee trustee, pursuant to § 5( 15(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. C. If a trustee is appointed by the Commission or a court pursuant to Paragraphs Paragraph III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)trustee, subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. and III.B.Assets To Be Divested. 3. Within ten (10) days after appointment of the trustee, Respondent Respondents shall execute a trust agreement that, subject to the prior approval of the CommissionCommission and, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission or court approves the trust agreement described in Paragraph III.D.III.C.3. to accomplish the divestitures, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend the period for each divestiture only two (2) times. 5. The trustee shall have full and complete access to the personnel, books, records, and facilities related to the Assets To Be Divested or to any other relevant information, as the trustee may request. Respondents shall develop such financial or other information as such trustee may reasonably request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee's accomplishment of the divestitures. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court- appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Respondents’ absolute and unconditional obligation to make each divestiture required by this Order at no minimum price. Each divestiture shall be made in the manner consistent with the terms of this Order; provided, however, if the trustee receives bona fide offers for an asset to be divested from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest such asset to the acquiring entity or entities selected by Respondents from among those approved by the Commission. 7. The trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestitures and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of the Respondents, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the Assets To Be Divested. 8. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A. of this Order. 10. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish each divestiture required by this Order. 11. The trustee may also divest such additional ancillary assets and businesses and effect such arrangements as are necessary to assure the marketability and the viability and competitiveness of the Assets To Be Divested. 12. The trustee shall have no obligation or authority to operate or maintain the Assets To Be Divested. 13. The trustee shall report in writing to Respondents and the Commission every sixty (60) days concerning the trustee's efforts to accomplish each divestiture required by this Order.

IT IS FURTHER ORDERED that. A. If Respondents fail to divest have not divested absolutely and in good faith the Virginia Rite Aid North Carolina/Charleston Retail Assets to be Divested and the Thrift Retail Assets pursuant to Paragraph II.A. of this Order, the Commission may appoint a trustee to divest the Revco Virginia Rite Aid Retail Assets and the Thrift Retail Assets. B. If ; or if the Respondents fail to divest have not divested absolutely and in good faith either the New York Assets to be Divested or the Revco Pharmacy Thrift Retail Assets pursuant to Paragraph II.B. of this Order, the Commission may appoint a trustee to divest the CVS Binghamton Thrift Retail Assets. C. . In the event that the Commission or the Attorney General brings an action pursuant to § 5( 1l) of the Federal Trade Commission Act, 15 U.S.C. § 45( 1l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee in such action. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to it, including a court-appointed trustee pursuant to § 5( 1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Respondents to comply with this Order. D. The trustee appointed to accomplish any divestiture pursuant to Paragraphs III.A. or III.B. may be the same person. B. If a trustee is appointed by the Commission or a court pursuant to Paragraphs Paragraph III.A. or III.B. of this Order, Respondents shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities: 1. The Commission shall select the trustee(s)t rustee, subject to the consent of Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) days after receipt of written notice by the staff of the Commission to Respondents of the identity of any proposed trustee, Respondents shall be deemed to have consented to the selection of the proposed trustee. 2. Subject to the prior approval of the Commission, the trustee shall serve as an agent of the Commission and shall have the exclusive power and authority to accomplish divest the divestitures described in Paragraphs III.A. Rite Aid Retail Assets and III.B.the Thrift Retail Assets. 3. Within ten (10) days after appointment of the trustee, Respondent Respondents shall execute a trust agreement that, subject to the prior approval of the Commission, and in the case of a court- court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect each the divestiture required by this Order. 4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph III.D.III.B.3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve (12) month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend this period only two (2) times for up to twelve (12) months each time. 5. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Rite Aid Retail Assets and the Thrift Retail Assets or to any other relevant information, as the trustee may reasonably request. Respondents shall develop such financial or other information as such trustee may reasonably request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee's accomplishment of the divestiture. Any delays in divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court- appointed trustee, by the court. 6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to the trustee s fiduciary duty to the Commission and to Respondents' absolute and unconditional obligation to divest at no minimum price. The divestiture shall be made to an acquirer that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission. In the event that the trustee receives bona fide offers from more than one acquiring entity, the trustee shall submit all such bids to the Commission, and if the Commission determines to approve more than one such acquiring entity for the Rite Aid Retail Assets and the Thrift Retail Assets, the trustee shall divest to the acquiring entity selected by Respondents from among those approved by the Commission. 7. The trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, and at reasonable fees, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are necessary to carry out the trustee s duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of the Respondents, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the Rite Aid Retail Assets and the Thrift Retail Assets. 8. Respondents shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, all reasonable fees of counsel and other expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph III.A. of this Order. 10. The Commission or, in the case of a court- appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional Orders or directions as may be reasonably necessary or appropriate to accomplish the divestiture required by this Order. 11. The trustee shall also divest such additional ancillary assets and businesses and effect such arrangements as are necessary to assure the marketability and the viability and competitiveness of the Rite Aid Retail Assets and the Thrift Retail Assets. 12. The trustee shall have no obligation or authority to operate or maintain the Rite Aid Retail Assets and the Thrift Retail Assets. 13. The trustee shall report in writing to Respondents and the Commission every sixty (60) days concerning the trustee's efforts to accomplish divestiture.