TELEFLEX INCORPORATED NOTE PURCHASE AGREEMENT

Exhibit 10.2

TELEFLEX INCORPORATED

NOTE PURCHASE AGREEMENT

Dated as of October 1, 2007

$130,000,000 7.62% Series A Senior Notes due October 1, 2012
$40,000,000 7.94% Series B Senior Notes due October 1, 2014
$30,000,000 Floating Rate Series C Senior Notes due October 1, 2012

1.   AUTHORIZATION OF NOTES                                        
   1

2.          SALE AND PURCHASE OF NOTES                             
          1

3.          CLOSING                                                
          2

4.          CONDITIONS TO CLOSING                                  
          2

            4.1.            Representations and Warranties         
          2
            4.2.            Performance; No Default                
          2
            4.3.            Compliance Certificates; Financial
Statements     3
            4.4.            Opinions of Counsel                    
          3
            4.5.            Purchase Permitted By Applicable Law,
etc         3
            4.6.            Sale of Other Notes                    
          4
            4.7.            Payment of Special Counsel Fees        
          4
            4.8.            Private Placement Number               
          4
            4.9.            Changes in Corporate Structure         
          4
            4.10.           Funding Instructions                   
          4
            4.11.           Offeree Letter                         
          4
            4.12.           Credit Agreement                       
          5

1

TELEFLEX INCORPORATED

155 South Limerick Road,

Limerick, PA 19468

$130,000,000 7.62% Series A Senior Notes due October 1, 2012
$40,000,000 7.94% Series B Senior Notes due October 1, 2014
$30,000,000 Floating Rate Series C Senior Notes due October 1, 2012

As of October 1, 2007

TO THE PURCHASERS WHOSE NAMES
APPEAR IN THE ACCEPTANCE FORM
AT THE END HEREOF:

Ladies and Gentlemen:

TELEFLEX INCORPORATED, a Delaware corporation (the “Company” ), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers” ) as follows:

The Company will authorize the issue and sale of (a) $130,000,000 aggregate principal amount of its 7.62% Series A Senior Notes due October 1, 2012 (the “ Series A Notes ”), (b) $40,000,000 aggregate principal amount of its 7.94% Series B Senior Notes due October 1, 2014 (the “Series B Notes ” and, together with the Series A Notes, the “ Fixed Rate Notes ”) and (c) $30,000,000 aggregate principal amount of its Floating Rate Series C Senior Notes due October 1, 2012 (the “ Series C Notes ” or the “ Floating Rate Notes ” and the Floating Rate Notes, together with the Fixed Rate Notes, collectively, the “Notes” , such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Series A Notes, the Series B Notes and the Series C Notes will be substantially in the forms set out in Exhibits 1, 2, and 3, respectively. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the respective Series and in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York 10022, at 10:00 a.m., New York City time, at a closing (the “Closing” ) on October 1, 2007 or on such other Business Day thereafter on or prior to October 5, 2007 as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note for each Series to be so purchased (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 200-001-814-9168 at Wachovia Bank, N.A., ABA 031-201-467, for the benefit of “Registrar and Transfer Company as Paying Agent for Various Shareholders (Corporate Actions)” for further credit as described in the funding instructions delivered pursuant to Section 4.10. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

4.1. Representations and Warranties.

The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

4.2. Performance; No Default.

The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10.3, 10.4, 10.4A, 10.5, 10.6, 10.7, 10.11 or 10.13 hereof had such Sections applied since such date.

4.3. Compliance Certificates; Financial Statements.

(a)  Officer’s Certificate . The Company shall have delivered or made available to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b)  Secretary’s Certificates . The Company shall have delivered to such Purchaser (i) a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Financing Documents to which the Company is a party and (ii) a certificate of the Secretary or Assistant Secretary of each Subsidiary Guarantor, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Financing Documents to which such Subsidiary Guarantor is a party.

(c)  Financial Statements . The Company shall have delivered to such Purchaser the audited consolidated financial statements of Arrow for the fiscal years ended August 31, 2004, August 31, 2005 and August 31, 2006; (ii) the unaudited consolidated financial statements of Arrow for the fiscal quarters ended November 30, 2006, February 28, 2007 and May 31, 2007; (iii) a pro forma consolidated balance sheet of the Company and pro forma consolidated income statement of the Company, each dated as of July 1, 2007, giving pro forma effect to the Arrow Acquisition and the Transactions (the “ Pro Forma Financial Statements ”) (as if the Arrow Acquisition and the Transactions had occurred on such date or at the beginning of such period, as the case may be); and (iv) a certificate, dated the date of Closing and signed by a Senior Financial Officer of the Company, setting forth a reasonably detailed calculation of Consolidated EBITDA showing as of June 30, 2007 on a pro forma basis giving effect to the Arrow Acquisition and the Transactions (as if the Arrow Acquisition and the Transactions had occurred on such date or at the beginning of such period, as the case may be) Consolidated EBITDA of not less than $500,000,000.

4.4. Opinions of Counsel.

Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from Simpson Thacher & Bartlett LLP, special counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or the Purchasers’ counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

4.5. Purchase Permitted By Applicable Law, etc.

On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

4.6. Sale of Other Notes.

Contemporaneously with the Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.

4.7. Payment of Special Counsel Fees.

Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

4.8. Private Placement Number.

A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each Series of Notes.

4.9. Changes in Corporate Structure.

The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation (other than the Arrow Acquisition) and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.10. Funding Instructions.

At least three Business Days prior to the date of Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on the letterhead of the Company confirming the information specified in Section 3 including (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for the Notes is to be deposited.

4.11. Offeree Letter.

Banc of America Securities LLC and JP Morgan Securities Inc. shall each have delivered to the Company, its counsel, such Purchaser and its special counsel an offeree letter, in form and substance satisfactory to such Purchaser, confirming the manner of the offering of the Notes by Banc of America Securities LLC and JP Morgan Securities Inc., respectively.

4.12. Credit Agreement.

Each of the Purchasers shall have received an executed copy of the Bank Credit Agreement and each of the other agreements and instruments executed in connection therewith, each certified as true and correct by a Senior Financial Officer. The Company shall have received all loan proceeds to be borrowed by it under the Bank Credit Agreement.

4.13. Amendments to, or Prepayment of Indebtedness under, Existing Note Agreements.

Each of the Purchasers shall have received (a) an executed copy of an amendment to the Note Purchase Agreement, dated as of October 25, 2002, among the Company and each of the institutions named on the signature pages thereof, substantially in the form of Exhibit 4.13A, and an executed copy of an amendment to the Note Purchase Agreement, dated as of July 8, 2004, among the Company and each of the institutions named on the signature pages thereof, substantially in the form of Exhibit 4.13B, together with, in each case, all the other agreements and instruments executed in connection therewith, each certified as true and correct by a Senior Financial Officer and (b) evidence satisfactory to such Purchaser that all amounts outstanding under the several Note Agreements, dated as of November 1, 1992, among the Company and each of the institutions named on the signature pages thereof, and under the several Note Agreements, dated as of December 15, 1993, among the Company and each of the institutions named on the signature pages thereof, have been paid in full.

4.14. Intercreditor Agreement.

The Company, the Subsidiary Guarantors, the Administrative Agent (as defined in the Bank Credit Agreement), the holders of the Existing Senior Notes, each of the other Purchasers and the Collateral Agent shall have executed and delivered an intercreditor agreement, substantially in the form of Exhibit 4.14 (as amended, restated or otherwise modified from time to time, the “ Intercreditor Agreement ”).

4.15. Pledge Agreement.

The Company and the Collateral Agent shall have executed and delivered a pledge agreement, substantially in the form of Exhibit 4.15 (as amended, restated or otherwise modified from time to time, and together with any other pledge or similar agreement entered into by any Subsidiary Guarantor with respect to the Collateral on or after the date hereof, collectively, the “ Pledge Agreement ”), and the Company shall have delivered to the Collateral Agent certificates representing the Pledged Equity Interests (as defined in the Pledge Agreement), accompanied by undated stock powers executed in blank.

4.16. Subsidiary Guaranty Agreement.

The Subsidiary Guarantors shall have executed and delivered a guaranty agreement, substantially in the form of Exhibit 4.16 (as amended, restated or otherwise modified from time to time, the “ Subsidiary Guaranty Agreement ”).

4.17. Arrow Acquisition.

Each of the Purchasers shall have received an executed copy of the Arrow Acquisition Agreement and each of the other agreements and instruments executed in connection therewith, each certified as true and correct by a Senior Financial Officer, and the Arrow Acquisition shall be consummated in accordance with the Arrow Acquisition Agreement at the Closing.

4.18. Repayment of Certain Existing Indebtedness.

Each of the Purchasers shall have received evidence that (i) the principal of and interest on outstanding loans, and all accrued fees and all other amounts owing, under the Existing Credit Agreement shall have been paid in full, all commitments to extend credit thereunder shall have been terminated, and all letters of credit issued thereunder and outstanding immediately prior to the date of Closing shall have been continued pursuant to the Bank Credit Agreement, and all accrued and unpaid fees in respect of such letters of credit shall have been paid; and (ii) the principal of and interest on outstanding loans, and all accrued fees and all other amounts owing, under the Existing Arrow Indebtedness shall have been paid in full, and all letters of credit issued thereunder and outstanding immediately prior to the date of Closing shall have been terminated or replaced by letters of credit issued under the Bank Credit Agreement, and all Liens securing such Indebtedness and all guaranties issued in respect of the Existing Arrow Indebtedness shall have been discharged or released (or arrangements for such discharge or release satisfactory to each such Purchaser shall have been made).

4.19. Proceedings, Documents and Consents.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and the Purchasers’ special counsel, and such Purchaser and such special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions hereof and thereof.

5.2. Authorization, etc.

Each of the Financing Documents to which the Company and each Subsidiary Guarantor is a party has been duly authorized by all necessary corporate action on the part of the Company or such Subsidiary Guarantor, as the case may be, and constitutes, or, in the case of each Note, upon execution and delivery will constitute, a legal, valid and binding obligation of the Company or such Subsidiary Guarantor enforceable against the Company or such Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3. Disclosure.

The Company, through its agents, Banc of America Securities LLC and JP Morgan Securities Inc., has delivered to each Purchaser a copy of a Private Placement Memorandum, dated August 2007 (the “Memorandum” ), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. This Agreement (including the schedules hereto), the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to September 17, 2007 being referred to, collectively, as the “ Disclosure Documents ”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projected financial information or estimates, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable as of the date of preparation thereof. Except as disclosed in the Disclosure Documents, since December 31, 2006, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates; Investments.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of ( i )  the Company’s Subsidiaries, showing, as to each Subsidiary (A) the correct name thereof and the jurisdiction of its organization, (B) whether all of its Capital Stock is held by the Company or other Subsidiaries (a “ Wholly-Owned Subsidiary ”), (C) with respect to each Subsidiary that is not a Wholly-Owned Subsidiary, the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary, and (D) whether such Subsidiary is a Subsidiary referred to in clause (a) of the definition of “Immaterial Subsidiary” or a Subsidiary referred to in either clause (a) or clause (b) of the definition of “Excluded Subsidiary” and (ii) the Company’s directors and officers. The Company has no Affiliates other than Subsidiaries and Persons in which the Company or a Subsidiary has an Investment, as set forth in Schedule 5.4 (pursuant to Section 5.4(e)).

(b) All of the outstanding shares of capital stock or similar Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions thereof.

(d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar Capital Stock of such Subsidiary.

(e) Schedule 5.4 also sets forth a complete and correct list of all Investments (other than Investments referred to in Section 5.4(a) and short term investments of a liquid nature) held by the Company or any of its Subsidiaries in any Person on the date hereof and, for each such Investment, (i) the identity of the Person or Persons holding such Investment and (ii) the nature of such Investment. Except as disclosed in Schedule 5.4, each of the Company and its Subsidiaries owns, free and clear of all Liens, all such Investments.

5.5. Financial Statements; Material Liabilities.

The Company has delivered or made available to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and the absence of footnotes). To the knowledge of the Company, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed in such financial statements or otherwise disclosed in the Disclosure Documents. The Pro Forma Financial Statements, copies of which have heretofore been furnished to each Purchaser, have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of preparation thereof.

5.6. Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company and the Subsidiary Guarantors of the Financing Documents to which each is a party will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Lien of the Pledge Agreement) in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

5.7. Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company or any Subsidiary Guarantor of the Financing Documents to which it is a party.

5.8. Litigation; Observance of Agreements, Statutes and Orders.

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws and the USA Patriot Act) of any Governmental Authority as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

5.9. Taxes.

The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i)  with respect to which the failure to file or make such payment could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run for all fiscal years up to and including the fiscal year ended December 26, 1999.

5.10. Title to Property; Leases.

The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that the Company or any Subsidiary is party to as lessee and that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11. Licenses, Permits, etc.

(a) The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.

(b) To the best knowledge of the Company, no product of the Company or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.

(c) To the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Subsidiaries.

5.12. Compliance with ERISA.

(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under all Plans (other than Multiemployer Plans), determined as of the end of each such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of all Plans allocable to such benefit liabilities by more than $50,000,000 in the aggregate for all Plans and, after giving affect to the Arrow Acquisition, the Company has reasonable grounds to believe that such underfunding will not exceed $25,000,000. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined both as of the last day of the Company’s most recently ended fiscal year, and after giving effect to the Arrow Acquisition, in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries could not reasonably be expected to result in a Material Adverse Effect.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

5.13. Private Offering by the Company.

Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than 60 other Institutional Investors (as defined in clause (c) of the definition of such term), each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

5.14. Use of Proceeds; Margin Regulations.

The Company will apply the proceeds of the sale of the Notes to the Arrow Acquisition, to the refinancing of existing Indebtedness and for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15. Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all Indebtedness of the Company and its Subsidiaries (other than intercompany Indebtedness) that will be outstanding immediately after giving effect to the Arrow Acquisition (including a description of the obligors and obligees, principal amount outstanding as of September 2, 2007 and collateral therefor, if any, and Guarantee thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or such Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.2.

(c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.

5.16. Foreign Assets Control Regulations, etc.

(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b) Neither the Company nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person. The Company and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

5.17. Status under Certain Statutes.

Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

5.18. Environmental Matters.

(a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary of the Company has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

(d) All buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

6.1. Purchase for Investment.

Each Purchaser severally represents that such Purchaser is purchasing the Notes for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

6.2. Source of Funds.

Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source” ) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in PTE 95-60 (issued July 12, 1995)) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement” )) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as disclosed by such Purchaser to the Company in writing pursuant to this paragraph (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and ( i ) the identity of such QPAM and ( ii ) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption” )) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this paragraph (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan” , “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

7.1. Financial and Business Information.

The Company shall deliver to each holder of Notes that is an Institutional Investor:

(a)  Quarterly Statements — within 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);

(b)  Annual Statements — within 75 days after the end of each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by

(A) an opinion thereon of independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with` such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and

(B) if requested by the Required Holders or if delivered to the Bank Lenders, a certificate of such accountants stating that they have reviewed this Agreement and stating whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit),

provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with, if applicable, the accountants’ certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);

(c)  SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to the Bank Lenders or other principal lending banks (excluding information sent to the Bank Lenders or such other banks in the ordinary course of administration of the Bank Credit Agreement or their other bank facilities) or to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

(d)  Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e)  ERISA Matters — promptly, and in any event within five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

accompanied in each case by a statement of a Responsible Officer setting forth the details of such event and the action taken or proposed to be taken with respect thereto;

(f)  Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $35,000,000;

(g)  Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes;

(h)  Information Required by Rule 144A — upon the request of such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes (with copies thereof to any Qualified Institutional Buyer designated by such holder), except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act;

(i)  Interest Rate Notice — promptly, and in any event within 5 days of any change in the Prime Rate (to the extent there are any Floating Rate Notes bearing interest at any time at the Prime Rate) and within 5 days after the commencement of any Interest Period, evidence in reasonable detail (which shall not be binding on the holders of the Floating Rate Notes) of the computation of the interest rate applicable to such Interest Period (including with such computation a copy of the applicable Bloomberg page “Currency BBAM 1” relied upon in setting such rate) and specifying the next succeeding Interest Payment Date. Unless any holder of Floating Rate Notes delivers written objection to any such computation to the Company within 45 days of receipt thereof, such computation shall be binding on the holders of the Floating Rate Notes for the related Interest Period (except in the case of manifest error);

(j)  Material Adverse Effect — promptly upon any Responsible Officer becoming aware thereof, notice of any development that has, or could reasonably be expected to have, a Material Adverse Effect; and

(k)  Bank Credit Agreement and Existing Senior Note Agreement Amendments — promptly after the execution thereof, copies of all amendments to the Bank Credit Agreement and the Existing Senior Note Agreements.

7.2. Officer’s Certificate.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth:

(a)  Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 10.1, 10.2, 10.4, 10.4A, 10.5, 10.6, and 10.9 during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b)  Event of Default — a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

7.3. Inspection.

The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a)  No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b)  Default — if a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

8.1. Maturity.

As provided therein, the entire unpaid principal amount of (a) the Series A Notes and the Series C Notes shall be due and payable on October 1, 2012 and (b) the Series B Notes shall be due and payable on October 1, 2014.

8.2. Optional Prepayments with Prepayment Compensation Amount.

The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than 10% of the original aggregate principal amount of the Notes in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the applicable Prepayment Compensation Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date (which shall be a Business Day), the aggregate principal amount of the Notes of each Series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Prepayment Compensation Amounts due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Prepayment Compensation Amounts as of the specified prepayment date.

8.3. Allocation of Partial Prepayments.

In the case of each partial prepayment of the Notes pursuant to Section 8.2, the Company shall prepay the same percentage of the unpaid principal amount of each Series of Notes, and the principal amount of the Notes of each Series to be prepaid shall be allocated among all of the Notes of such Series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.4. Prepayments in Connection with Certain Events.

(a) If after the date hereof the Company or any of its Subsidiaries shall receive Section 8.4(a) Net Proceeds from any Section 8.4(a) Proceeds Event, the Company will promptly give written notice thereof to each holder of a Note, which notice shall (i) refer specifically to this Section 8.4(a) and describe in reasonable detail the Section 8.4(a) Proceeds Event giving rise to such offer to prepay Notes, (ii) specify the Relevant Share of such Section 8.4(a) Net Proceeds to be applied to the prepayment of the Notes and the ratable portion thereof to be prepaid in respect of each Note (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal amount of all Notes of all Series at the time outstanding), (iii) specify a Business Day not less than 30 days and not more than 60 days after the date of such notice (the “ Section 8. 4(a) Prepayment Date ”) and specify the Section 8.4(a) Response Date (as defined below) and (iv) offer to prepay on the Section 8.4(a) Prepayment Date such ratable portion of each Note together with interest accrued thereon to the Section 8.4(a) Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on a date at least 10 Business Days prior to the Section 8.4(a) Prepayment Date (such date 10 Business Days prior to the Section 8.4(a) Prepayment Date being the “ Section 8. 4(a) Response Date ”), and the Company shall prepay on the Section 8.4(a) Prepayment Date such ratable portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.4(a) at a price in respect of each Note held by such holder equal to the principal amount of such ratable portion of such Note, together with interest accrued thereon to the Section 8.4(a) Prepayment Date; provided , however , that the failure by a holder of any Note to respond to such offer in writing on or before the Section 8.4(a) Response Date shall be deemed to be a rejection of such offer.

(b) If the Company elects to offer to prepay Notes in accordance with Section 10.4A, the Company will promptly give written notice thereof to each holder of a Note, which notice shall (i) refer specifically to this Section 8.4(b) and describe in reasonable detail the Section 8.4(b) Disposition giving rise to such offer to prepay Notes, (ii) specify the Relevant Share of the Section 8.4(b) Net Proceeds to be applied to the prepayment of the Notes and the ratable portion thereof to be prepaid in respect of each Note (determined based on the unpaid principal amount of each Note in proportion to the aggregate unpaid principal amount of all Notes of all Series at the time outstanding), (iii) specify a Business Day not less than 30 days and not more than 60 days after the date of such notice (the “ Section 8. 4(b) Prepayment Date ”) and specify the Section 8.4(b) Response Date (as defined below) and (iv) offer to prepay on the Section 8.4(b) Prepayment Date such ratable portion of each Note together with interest accrued thereon to the Section 8.4(b) Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on a date at least 10 Business Days prior to the Section 8.4(b) Prepayment Date (such date 10 Business Days prior to the Section 8.4(b) Prepayment Date being the “ Section 8. 4(b) Response Date ”), and the Company shall prepay on the Section 8.4(b) Prepayment Date such ratable portion of each Note held by the holders who have accepted such offer in accordance with this Section 8.4(b) at a price in respect of each Note held by such holder equal to the principal amount of such ratable portion of such Note, together with interest accrued thereon to the Section 8.4(b) Prepayment Date; provided , however , that the failure by a holder of any Note to respond to such offer in writing on or before the Section 8.4(b) Response Date shall be deemed to be a rejection of such offer.

8.5. Prepayments in Connection with a Change of Control.

Promptly, and in any event within 15 Business Days, after the occurrence of a Change of Control, the Company shall give written notice thereof to each holder of a Note, which notice shall (a) refer specifically to this Section 8.5 and describe the Change of Control and relevant parties in reasonable detail, (b) specify a Business Day not less than 30 days and not more than 60 days after the date of such notice (the “ Change of Control Prepayment Date” ) and specify the Change of Control Response Date (as defined below) and (c) offer to prepay on the Change of Control Prepayment Date the Notes of such holder, at a prepayment price equal to 100% of the principal amount thereof together with interest accrued thereon to the Change of Control Prepayment Date. Each holder of a Note shall notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on a date at least 10 Business Days prior to the Change of Control Prepayment Date (such date 10 Business Days prior to the Change of Control Prepayment Date being the “Change of Control Response Date” ), and the Company shall prepay on the Change of Control Prepayment Date all Notes held by each holder that has accepted such offer in accordance with this Section 8.5 at a price in respect of each such Note held by such holder equal to 100% of the principal amount thereof, together with interest accrued thereon to the Change of Control Prepayment Date; provided, however, that the failure by a holder of any Note to respond to such offer in writing on or before the Change of Control Response Date shall be deemed to be a rejection of such offer.

8.6. Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Prepayment Compensation Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Prepayment Compensation Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and canceled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.7. Purchase of Notes.

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) at any time when the Consolidated Leverage Ratio is equal to or less than 2.50 to 1.00 as of the last day of the fiscal quarter then most recently ended, pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 20 Business Days. If the holders of more than 50% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.8. Make-Whole Amount.

The term “Make-Whole Amount” means, with respect to any Fixed Rate Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Fixed Rate Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Fixed Rate Note, the principal of such Fixed Rate Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Fixed Rate Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Fixed Rate Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Fixed Rate Note, (x) 0.50% over (y) the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” on Bloomberg Financial Markets (or such other display as may replace Page PX1 on Bloomberg Financial Markets) for actively traded on the run U.S. Treasury securities having a maturity equal to the remaining term of such Fixed Rate Note as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the remaining term of such Fixed Rate Note as of such Settlement Date.

In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than the remaining term of such Fixed Rate Note and (2) the applicable U.S. Treasury security with the maturity closest to and less than the remaining term of such Fixed Rate Note. The Reinvestment Yield will be rounded to that number of decimals as appears in the interest rate for the applicable Series of Fixed Rate Notes.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Fixed Rate Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of such Fixed Rate Note, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

“Settlement Date” means, with respect to the Called Principal of any Fixed Rate Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

8.9. Floating Rate Interest and Interest Payment Dates.

(a)  Interest Rate . Subject to Section 8.9(d), Section 8.9(f)(i) and Section 8.10(a), the outstanding principal amount of the Floating Rate Notes shall bear interest, for each Interest Period applicable thereto, at the relevant LIBO Rate, as determined in this Section 8.9(a), for such Interest Period. The determination of the applicable LIBO Rate shall be made by the Company in accordance with the terms hereof. The Company shall provide such determination to the holders of the Floating Rate Notes in accordance with the provisions of Section 7.1(i), but the failure of the Company to notify the holders of the Floating Rate Notes of any such determination shall not affect the obligations of the Company hereunder. While an Event of Default is continuing, interest on the Floating Rate Notes shall be payable at the rate set forth in Section 8.9(f)(i) and shall be payable on each Interest Payment Date (or such shorter intervals as interest may be paid under the Bank Credit Agreement in such circumstances).

(b)  Calculation of Interest . Interest on the Floating Rate Notes shall be calculated on the basis of a 360 day year and the actual number of days elapsed, calculated as to each Interest Period or other period during which interest accrues from and including the first day thereof to but excluding the last day thereof.

(c)  Payment of Interest . Subject to Section 8.9(a), interest on each Floating Rate Note shall be payable on each Interest Payment Date.

(d)  Inability to Determine LIBO Rate . If, prior to the first Business Day of any Interest Period, the basis for determining the LIBO Rate ceases to be reported on Bloomberg page “Currency BBAM 1”(and JPMorgan Chase Bank, N.A., is not quoting the rate contemplated by clause (ii) of the definition of “LIBO Rate”) and if the Required Floating Rate Holders, or their designated agent, shall have reasonably determined (which determination shall be conclusive and binding upon the Company) that, by reason of circumstances affecting the relevant market, other adequate and reasonable means do not exist for ascertaining the interest rate applicable to U.S. Dollar loans to major banks in the London Interbank Eurodollar market for such Interest Period, then the Required Floating Rate Holders shall forthwith give notice thereof to the Company. If such notice is given, (i) the interest rate applicable to the Floating Rate Notes for such Interest Period shall be the Prime Rate, determined and effective as of the first day of such Interest Period, (ii) each reference herein and in the Floating Rate Notes to the “LIBO Rate” for any Interest Period shall be deemed thereafter to be a reference to the Prime Rate, and (iii) subject to Section 8.9(e) below, such substituted rate shall thereafter be determined by the Required Floating Rate Holders in accordance with the terms hereof. Until notice contemplated by Section 8.9(e) is furnished by the Required Floating Rate Holders, the LIBO Rate (defined without giving effect to clause (ii) of this Section 8.9(d)) shall not apply to any Floating Rate Notes.

(e)  Reinstatement of LIBO Rate . If there has been at any time an interest rate substituted for the LIBO Rate in accordance with Section 8.9(a) or Section 8.9(d) and if in the reasonable opinion of the Required Floating Rate Holders, the circumstances causing such substitution have ceased, then the Required Floating Rate Holders shall promptly notify the Company in writing of such cessation, and on the first day of the next succeeding Interest Period the LIBO Rate shall be determined as originally defined hereby. Nevertheless, thereafter the provisions of Section 8.9(a) and Section 8.9(d) above shall continue to be effective.

(f)  Default Rate; Overdue Amounts .

(i) Increase in Interest Rate; Event of Default . Upon the occurrence and during the continuance (but only during the continuance) of an Event of Default, the outstanding principal amount of each Floating Rate Note shall bear interest from and including the date of the occurrence of such Event of Default to, but excluding, the date when no Event of Default shall be continuing, at a rate per annum equal to the Default Rate.

(ii) Interest and Other Amounts . Any overdue payment of interest on the outstanding principal amount of any Floating Rate Notes, and any other overdue amount payable in accordance with the terms of this Agreement or the Floating Rate Notes (regardless of whether the failure to make such payment constitutes an Event of Default), shall bear interest, payable on demand, for each day from and including the date payment thereof was due to the date of actual payment, at a rate per annum equal to the Default Rate (but without duplication of the Default Rate payable under Section 8.9(f)(i)).

8.10. Breakage Cost Indemnity; Reserve Requirements.

(a)  Breakage Cost Indemnity . The Company agrees to indemnify each holder of Floating Rate Notes for, and promptly to pay to each such holder upon the written request of such holder, any loss, cost or expense arising out of:

(i) any event (including any acceleration of the Floating Rate Notes in accordance with Section 12.1 and any prepayment of the Floating Rate Notes pursuant to Sections 8.2, 8.3 or 8.4) which results in:

(A) such holder receiving any amount on account of the principal of any Floating Rate Note prior to the end of the Interest Period in effect therefor, or

(B) the conversion of the interest rate applicable to any Floating Rate Note to the Prime Rate other than on the last day of the Interest Period in effect therefor, or

(ii) the failure by the Company to pay any amount in respect of a payment or prepayment required to be made hereunder on the date due in respect of any Floating Rate Note

The loss to any such holder attributable to any such event shall be deemed to include an amount determined by such holder to be equal to the excess, if any, of (A) the amount of interest that such holder would pay for a deposit equal to the principal amount of the Floating Rate Notes held by it for the period (the “ Stub Period ”) from the date of such receipt, conversion or failure to the last day of the then current Interest Period if the interest rate payable on such deposit were equal to the LIBO Rate in effect for such Interest Period, less the Interest Rate Margin, over (B) the amount of interest that such holder would earn on such principal amount for the Stub Period if such holder were to invest such principal amount for the Stub Period at the interest rate that would be bid by such holder (or an Affiliate of such holder) for a deposit equal to the principal amount of the Floating Rate Notes held by it in the London interbank eurodollar market at the commencement of the Stub Period. A certificate of such holder setting forth such holder’s good faith determination of any amount or amounts that such holder is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay such holder the amount shown as due on any such certificate within 10 days after receipt thereof.

(b)  Reserve Requirements; Change in Circumstances .

(i) Notwithstanding any other provision of this Agreement, if after the date of Closing any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any holder of Floating Rate Notes of the principal of or interest on any Floating Rate Note held by such holder or any fees or expenses or indemnities payable hereunder (other than changes in respect of franchise taxes or taxes imposed on or measured by the gross revenues or net income of any such holder, in each case imposed by the United States of America or the jurisdiction in which such holder is organized or has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any holder, or Floating Rate Notes held by any holder, and the collective result of the foregoing shall be to increase the cost to any such holder of making or maintaining any loan based on the LIBO Rate or to reduce the amount of any sum received or receivable by any such holder hereunder or under the Floating Rate Notes (whether of principal, interest or otherwise) by an amount deemed by such holder to be material, then such holder shall deliver to the Company a certificate setting forth such additional amount or amounts as will compensate such holder for such additional costs incurred or reduction suffered.

(ii) If, after the date of Closing, any holder of Floating Notes shall have reasonably determined that

(A) the adoption of any law, rule, regulation, agreement or guideline applicable to such holder regarding capital adequacy, or any amendment or other modification to or of any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline was originally adopted before or after the date of Closing),

(B) any change in the interpretation or ad