EXECUTION COPY
TERMINATION AGREEMENT, dated as of March 1, 1999 (this
"Termination Agreement"), by and among the stockholders of
▇▇▇▇▇▇▇▇ Drug Stores, Inc., a Delaware corporation (the
"Company"), who are signatories hereto and are listed in
Schedule I annexed hereto (individually, a "Stockholder" and
collectively, the "Stockholders").
WHEREAS each Stockholder is a party to a Stockholders Agreement
dated as of June 30, 1997 (the "Stockholders Agreement");
WHEREAS ▇. ▇. Penney Company, Inc., a Delaware corporation
("Parent"), Legacy Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Parent, and the Company have entered into an Agreement
and Plan of Merger dated as of November 23, 1998 (the "Merger Agreement");
and
WHEREAS Parent and the Stockholders have entered into a Company
Stockholder Agreement dated as of November 23, 1998 (the "Company
Stockholder Agreement");
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in this Termination
Agreement and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree
as follows:
ARTICLE I
REPRESENTATION AND WARRANTY
Each party hereto hereby represents and warrants to each other
party hereto that (i) the execution, delivery and performance by such party
of this Termination Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action of
such party and (ii) this Termination Agreement constitutes the valid and
legally binding obligation of such party, enforceable against such party in
accordance with its terms.
ARTICLE II
TERMINATION AND RELEASE
The Stockholders Agreement shall be terminated as of the
Effective Time, as such term is defined in the Merger Agreement. From and
after the Effective Time, the
2
Stockholders Agreement shall be of no further force or effect, and all
rights and obligations of the parties under the Stockholders Agreement,
whether now or heretofore existing or accruing, shall be extinguished in
full.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Amendments. This Termination Agreement may not be
amended except by an instrument in writing signed by each of the parties
hereto.
SECTION 3.02. Interpretation. The headings contained in this
Termination Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Termination Agreement.
SECTION 3.03. Counterparts. This Termination Agreement may be
executed in one or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties and delivered to the
other parties.
SECTION 3.04. Governing Law. This Termination Agreement shall be
governed by, and construed in accordance
3
with, the laws of the State of Delaware regardless of the laws that might
otherwise govern under applicable principles of conflicts of law thereof.
IN WITNESS WHEREOF, the parties have caused this Termination
Agreement to be duly executed as of the day first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in his
capacity as Trustee of the
Trust established for the
benefit of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
pursuant to paragraph FIFTH
of the Last Will and
Testament of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇.; in his capacity as Co-
Trustee of the Trust
established for the benefit
of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
pursuant to paragraph FOURTH
of the Last Will and
Testament of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇.; and individually
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, in
her capacity as Co-Trustee of
the Trust established for the
benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ pursuant to
paragraph FIFTH of the Last
Will and Testament of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇.; and
individually
SCHEDULE I
Name
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Trust under the Will of the late
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Trustees: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Trust under the Will of the late
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
Trustee: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
