NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

EXHIBIT 10.4

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SCHAWK, INC.

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NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

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$10,000,000 4.81% SERIES C SENIOR NOTES DUE JANUARY 28, 2010

$20,000,000 4.99% SERIES D SENIOR NOTES DUE JANUARY 28, 2011

$20,000,000 5.17% SERIES E SENIOR NOTES DUE JANUARY 28, 2012

AND

$25,000,000

PRIVATE SHELF FACILITY

DATED AS OF JANUARY 28, 2005

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TABLE OF CONTENTS

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SECTION 1. AUTHORIZATION OF NOTES................................................................................1

Section 1.1. Authorization of Issue of Series C Notes...................................................1

Section 1.2. Authorization of Issue of Series D Notes...................................................2

Section 1.3. Authorization of Issue of Series E Notes...................................................2

Section 1.4. Authorization of Issue of Shelf Notes......................................................2

SECTION 2. SALE AND PURCHASE OF NOTES............................................................................3

Section 2.1. Purchase and Sale of Series C, Series D and Series E Notes.................................3

Section 2.2. Purchase and Sale of Shelf Notes...........................................................3

Section 2.3. Subsidiary Guaranty........................................................................7

SECTION 3. CLOSING...............................................................................................7

SECTION 4. CONDITIONS TO CLOSING.................................................................................8

Section 4.1. Representations and Warranties.............................................................8

Section 4.2. Performance; No Default....................................................................8

Section 4.3. Compliance Certificates....................................................................8

Section 4.4. Opinions of Counsel........................................................................9

Section 4.5. Purchase Permitted by Applicable Law, Etc..................................................9

Section 4.6. Acquisition of Seven Worldwide; Related Equity Financing...................................9

Section 4.7. Payment of Special Counsel Fees............................................................9

Section 4.8. Private Placement Number..................................................................10

Section 4.9. Changes in Corporate Structure............................................................10

Section 4.10. Subsidiary Guaranty......................................................................10

Section 4.11. Payment of Fees..........................................................................10

Section 4.12. Material Adverse Change..................................................................10

Section 4.13. Amendment to 1995 Note Agreement.........................................................10

Section 4.14. Bank Credit Agreement....................................................................10

Section 4.15. Amendment to 2003 Note Agreement.........................................................10

Section 4.16. Proceedings and Documents................................................................11

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY........................................................11

Section 5.1. Organization; Power and Authority.........................................................11

Section 5.2. Authorization, Etc........................................................................11

Section 5.3. Disclosure................................................................................11

Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates..........................12

Section 5.5. Financial Statements......................................................................12

Section 5.6. Compliance with Laws, Other Instruments, Etc..............................................13

Section 5.7. Governmental Authorizations, Etc..........................................................13

Section 5.8. Litigation; Observance of Statutes and Orders.............................................13

Section 5.9. Taxes.....................................................................................13

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TABLE OF CONTENTS

(continued)

PAGE

Section 5.10. Title to Property; Leases................................................................14

Section 5.11. Licenses, Permits, Etc...................................................................14

Section 5.12. Compliance with ERISA....................................................................14

Section 5.13. Private Offering by the Company..........................................................15

Section 5.14. Use of Proceeds; Margin Regulations......................................................15

Section 5.15. Existing Debt; Future Liens..............................................................16

Section 5.16. Foreign Assets Control Regulations, Etc..................................................16

Section 5.17. Status under Certain Statutes............................................................16

Section 5.18. Environmental Matters....................................................................16

Section 5.19. Notes Rank Pari Passu....................................................................17

Section 5.20. Share Repurchase Obligations.............................................................17

SECTION 6. REPRESENTATIONS OF THE PURCHASER.....................................................................17

Section 6.1. Purchase for Investment...................................................................17

Section 6.2. Source of Funds...........................................................................17

SECTION 7. INFORMATION AS TO COMPANY............................................................................19

Section 7.1. Financial and Business Information........................................................19

Section 7.2. Officer's Certificate.....................................................................21

Section 7.3. Inspection................................................................................22

SECTION 8. PAYMENT OF THE NOTES.................................................................................22

Section 8.1. Required Prepayments......................................................................22

Section 8.2. Optional Prepayments with Make-Whole Amount...............................................22

Section 8.3. Allocation of Partial Prepayments.........................................................23

Section 8.4. Maturity; Surrender, Etc..................................................................23

Section 8.5. Purchase of Notes.........................................................................23

Section 8.6. Make-Whole Amount.........................................................................23

Section 8.7. Offer to Prepay Notes in the Event of Asset Sale..........................................25

SECTION 9. AFFIRMATIVE COVENANTS................................................................................26

Section 9.1. Compliance with Law.......................................................................26

Section 9.2. Insurance.................................................................................26

Section 9.3. Maintenance of Properties.................................................................26

Section 9.4. Payment of Taxes and Claims...............................................................26

Section 9.5. Corporate Existence, Etc..................................................................27

Section 9.6. Additional Subsidiary Guarantors..........................................................27

Section 9.7. Designation of Subsidiaries...............................................................28

Section 9.8. Notes to Rank Pari Passu..................................................................28

SECTION 10. NEGATIVE COVENANTS..................................................................................28

Section 10.1. Consolidated Net Worth...................................................................28

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Section 10.2. Limitations on Debt......................................................................29

Section 10.3. Limitation on Liens......................................................................29

Section 10.4. Sales of Assets..........................................................................31

Section 10.5. Merger and Consolidation.................................................................32

Section 10.6. Nature of Business.......................................................................32

Section 10.7. Transactions with Affiliates.............................................................32

Section 10.8. Restricted Payments......................................................................33

Section 10.9. Share Repurchase Obligations.............................................................33

SECTION 11. EVENTS OF DEFAULT...................................................................................33

SECTION 12. REMEDIES ON DEFAULT, ETC............................................................................35

Section 12.1. Acceleration.............................................................................35

Section 12.2. Other Remedies...........................................................................36

Section 12.3. Rescission...............................................................................36

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc........................................36

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.......................................................37

Section 13.1. Registration of Notes....................................................................37

Section 13.2. Transfer and Exchange of Notes...........................................................37

Section 13.3. Replacement of Notes.....................................................................37

SECTION 14. PAYMENTS ON NOTES...................................................................................38

Section 14.1. Place of Payment.........................................................................38

Section 14.2. Home Office Payment......................................................................38

SECTION 15. EXPENSES, ETC.......................................................................................38

Section 15.1. Transaction Expenses.....................................................................38

Section 15.2. Survival.................................................................................39

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT........................................39

SECTION 17. AMENDMENT AND WAIVER................................................................................39

Section 17.1. Requirements.............................................................................39

Section 17.2. Solicitation of Holders of Notes.........................................................40

Section 17.3. Binding Effect, Etc......................................................................40

Section 17.4. Notes Held by Company, Etc...............................................................40

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SECTION 18. NOTICES.............................................................................................41

SECTION 19. REPRODUCTION OF DOCUMENTS...........................................................................41

SECTION 20. CONFIDENTIAL INFORMATION............................................................................42

SECTION 21. SUBSTITUTION OF PURCHASER...........................................................................43

SECTION 22. MISCELLANEOUS.......................................................................................43

Section 22.1. Successors and Assigns...................................................................43

Section 22.2. Payments Due on Non-Business Days........................................................43

Section 22.3. Severability.............................................................................43

Section 22.4. Construction.............................................................................43

Section 22.5. Counterparts.............................................................................44

Section 22.6. Governing Law............................................................................44

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EXHIBITS AND SCHEDULES

INFORMATION SCHEDULE

SCHEDULE A -- PURCHASER SCHEDULE

SCHEDULE B -- DEFINITIONS

EXHIBIT A-1 -- FORM OF SERIES C NOTE

EXHIBIT A-2 -- FORM OF SERIES D NOTE

EXHIBIT A-3 -- FORM OF SERIES E NOTE

EXHIBIT A-4 -- FORM OF SHELF NOTE

EXHIBIT B -- FORM OF DISBURSEMENT DIRECTION LETTER

EXHIBIT C -- FORM OF REQUEST FOR PURCHASE

EXHIBIT D -- FORM OF CONFIRMATION OF ACCEPTANCE

EXHIBIT E -- FORM OF SUBSIDIARY GUARANTY

EXHIBIT F -- FORM OF OPINION OF COMPANY AND GUARANTORS

COUNSEL

SCHEDULE 4.9 -- CHANGES IN CORPORATE STRUCTURE

SCHEDULE 5.4 -- SUBSIDIARIES AND AFFILIATES

SCHEDULE 5.5 -- FINANCIAL STATEMENTS

SCHEDULE 5.11 -- LICENSES AND PERMITS

SCHEDULE 5.15 -- EXISTING DEBT

SCHEDULE 10.3 -- EXISTING LIENS

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SCHAWK, INC.

1695 RIVER ROAD

DES PLAINES, ILLINOIS 60018

Dated as of January 28, 2005

Prudential Investment Management, Inc. ("PRUDENTIAL")

Each of the Purchasers named in

the Purchaser Schedule attached

hereto as purchasers of Series C

Notes, Series D Notes or Series E

Notes (the "INITIAL PURCHASERS")

Each other Prudential Affiliate (as

hereinafter defined) which becomes

bound by certain provisions of this

Agreement as hereinafter provided

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

Chicago, Illinois 60601

Ladies and Gentlemen:

SCHAWK, INC., a Delaware corporation (the "COMPANY"), agrees with you

as follows:

SECTION 1. AUTHORIZATION OF NOTES.

SECTION 1.1. AUTHORIZATION OF ISSUE OF SERIES C NOTES. The Company will

authorize the issue of its senior promissory notes (the "SERIES C NOTES") in the

aggregate principal amount of $10,000,000, to be dated the date of issue

thereof, to mature January 28, 2010, to bear interest on the unpaid balance

thereof from the date thereof until the principal thereof shall have become due

and payable at the rate of 4.81% per annum (provided that, during any period

when an Event of Default shall be in existence, at the election of the Required

Holder(s) of the Series C Notes the outstanding principal balance of the Series

C Notes shall bear interest from and after the date of such Event of Default and

until such Event of Default ceases to be in existence at the rate per annum from

time to time equal to the Default Rate) and on overdue payments at the rate per

annum from time to time equal to the Default Rate, and to be substantially in

the form of Exhibit A-1 attached hereto. The terms "SERIES C NOTE" and "SERIES C

NOTES" as used herein shall include each Series C Note delivered pursuant to any

provision of this Agreement and each Series C Note delivered in substitution or

exchange for any other Series C Note pursuant to any such provision.

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SECTION 1.2. AUTHORIZATION OF ISSUE OF SERIES D NOTES. The Company will

authorize the issue of its senior promissory notes (the "SERIES D NOTES") in the

aggregate principal amount of $20,000,000, to be dated the date of issue

thereof, to mature January 28, 2011, to bear interest on the unpaid balance

thereof from the date thereof until the principal thereof shall have become due

and payable at the rate of 4.99% per annum (provided that, during any period

when an Event of Default shall be in existence, at the election of the Required

Holder(s) of the Series D Notes the outstanding principal balance of the Series

D Notes shall bear interest from and after the date of such Event of Default and

until such Event of Default ceases to be in existence at the rate per annum from

time to time equal to the Default Rate) and on overdue payments at the rate per

annum from time to time equal to the Default Rate, and to be substantially in

the form of Exhibit A-2 attached hereto. The terms "SERIES D NOTE" and "SERIES D

NOTES" as used herein shall include each Series D Note delivered pursuant to any

provision of this Agreement and each Series D Note delivered in substitution or

exchange for any other Series D Note pursuant to any such provision.

SECTION 1.3. AUTHORIZATION OF ISSUE OF SERIES E NOTES. The Company will

authorize the issue of its senior promissory notes (the "SERIES E NOTES") in the

aggregate principal amount of $20,000,000, to be dated the date of issue

thereof, to mature January 28, 2012, to bear interest on the unpaid balance

thereof from the date thereof until the principal thereof shall have become due

and payable at the rate of 5.17% per annum (provided that, during any period

when an Event of Default shall be in existence, at the election of the Required

Holder(s) of the Series E Notes the outstanding principal balance of the Series

E Notes shall bear interest from and after the date of such Event of Default and

until such Event of Default ceases to be in existence at the rate per annum from

time to time equal to the Default Rate) and on overdue payments at the rate per

annum from time to time equal to the Default Rate, and to be substantially in

the form of Exhibit A-3 attached hereto. The terms "SERIES E NOTE" and "SERIES E

NOTES" as used herein shall include each Series E Note delivered pursuant to any

provision of this Agreement and each Series E Note delivered in substitution or

exchange for any other Series E Note pursuant to any such provision.

SECTION 1.4. AUTHORIZATION OF ISSUE OF SHELF NOTES. The Company will

authorize the issue of its senior promissory notes (the "SHELF NOTES") in the

aggregate principal amount of $25,000,000, to be dated the date of issue

thereof, to mature, in the case of each Shelf Note so issued, no more than 10

years after the date of original issuance thereof, to have an average life, in

the case of each Shelf Note so issued, of no more than 7 years after the date of

original issuance thereof, to bear interest on the unpaid balance thereof from

the date thereof at the rate per annum, and to have such other particular terms,

as shall be set forth, in the case of each Shelf Note so issued, in the

Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to

Section 2.2(5), and to be substantially in the form of Exhibit A-4 attached

hereto. The terms "SHELF NOTE" and "SHELF NOTES" as used herein shall include

each Shelf Note delivered pursuant to any provision of this Agreement and each

Shelf Note delivered in substitution or exchange for any such Shelf Note

pursuant to any such provision. The terms "NOTE" and "NOTES" as used herein

shall include each Series C Note, each Series D Note, each Series E Note and

each Shelf Note. Notes which have (i) the same final maturity, (ii) the same

principal prepayment dates, (iii) the same principal prepayment amounts (as a

percentage of the original principal amount of each Note), (iv) the same

interest rate, (v) the same interest payment periods and (vi) the same date of

issuance (which, in the case of a Note issued in exchange for

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another Note, shall be deemed for these purposes the date on which such Note's

ultimate predecessor Note was issued), are herein called a "SERIES" of Notes.

SECTION 2. SALE AND PURCHASE OF NOTES.

SECTION 2.1. PURCHASE AND SALE OF SERIES C, SERIES D AND SERIES E

NOTES. The Company hereby agrees to sell to each Initial Purchaser and, subject

to the terms and conditions herein set forth, each Initial Purchaser agrees to

purchase from the Company the aggregate principal amount of Series C Notes,

Series D Notes and/or Series E Notes set forth opposite such Initial Purchaser's

name on the Purchaser Schedule attached hereto at 100% of such aggregate

principal amount. On January 28, 2005 (herein called the "SERIES C-E CLOSING

DATE"), the Company will deliver to each Initial Purchaser at the offices of

Schiff Hardin LLP, at 6600 Sears Tower, Chicago, Illinois, one or more Series C

Notes, Series D Notes and/or Series E Notes, as applicable, registered in such

Initial Purchaser's name (or, if specified in the Purchaser Schedule, in the

name of the nominee(s) for such Initial Purchaser specified in the Purchaser

Schedule), evidencing the aggregate principal amount of Series C Notes, Series D

Notes and/or Series E Notes to be purchased by such Initial Purchaser and in the

denomination or denominations specified with respect to such Initial Purchaser

in the Purchaser Schedule attached hereto, against payment of the purchase price

thereof by transfer of immediately available funds for credit to the account or

accounts as shall be specified in a letter on the Company's letterhead, in

substantially the form of Exhibit B attached hereto, from the Company to the

Initial Purchasers delivered prior to the Series C-E Closing Date.

SECTION 2.2. PURCHASE AND SALE OF SHELF NOTES.

SECTION 2.2(1). FACILITY. Prudential is willing to consider, in its

sole discretion and within limits which may be authorized for purchase by

Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to

this Agreement. The willingness of Prudential to consider such purchase of Shelf

Notes is herein called the "FACILITY". At any time, the aggregate principal

amount of Shelf Notes stated in Section 1.4, minus the aggregate principal

amount of Shelf Notes purchased and sold pursuant to this Agreement prior to

such time, minus the aggregate principal amount of Accepted Notes (as

hereinafter defined) which have not yet been purchased and sold hereunder prior

to such time, is herein called the "AVAILABLE FACILITY AMOUNT" at such time.

NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF

NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS

UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE

OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES,

SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND

THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY

PRUDENTIAL AFFILIATE.

SECTION 2.2(2). ISSUANCE PERIOD. Shelf Notes may be issued and sold

pursuant to this Agreement until the earlier of (i) the third anniversary of the

date of this Agreement (or if the date of such anniversary is not a Business

Day, the Business Day next preceding such anniversary), (ii) the 30th day after

Prudential shall have given to the Company, or the Company shall have given to

Prudential, a written notice stating that it elects to terminate the issuance

and

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sale of Notes pursuant to this Agreement (or if such 30th day is not a Business

Day, the Business Day next preceding such 30th day), (iii) the last Closing Date

after which there is no Available Facility Amount, (iv) the termination of the

Facility under Section 12.1 of this Agreement, and (v) the acceleration of any

Shelf Note under Section 12.1 of this Agreement. The period during which Shelf

Notes may be issued and sold pursuant to this Agreement is herein called the

"ISSUANCE PERIOD".

SECTION 2.2(3). REQUEST FOR PURCHASE. The Company may from time to time

during the Issuance Period make requests for purchases of Shelf Notes (each such

request being herein called a "REQUEST FOR PURCHASE"). Each Request for Purchase

shall be made to Prudential by telecopier or overnight delivery service, and

shall (i) specify the aggregate principal amount of Shelf Notes covered thereby,

which shall not be less than $5,000,000 and not be greater than the Available

Facility Amount at the time such Request for Purchase is made, (ii) specify the

principal amounts, final maturities (which shall be no more than 10 years from

the date of issuance), average life (which shall be no more than 7 years from

the date of issuance), principal prepayment dates (if any) and amounts and

interest payment periods (quarterly or semi-annually in arrears) of the Shelf

Notes covered thereby, (iii) specify the use of proceeds of such Shelf Notes,

(iv) specify the proposed day for the closing of the purchase and sale of such

Shelf Notes, which shall be a Business Day during the Issuance Period not less

than 10 days and not more than 25 days after the making of such Request for

Purchase, (v) specify the number of the account and the name and address of the

depository institution to which the purchase prices of such Shelf Notes are to

be transferred on the Closing Date for such purchase and sale, (vi) certify that

the representations and warranties contained in Section 5 are true on and as of

the date of such Request for Purchase and that there exists on the date of such

Request for Purchase no Event of Default or Default, and (vii) be substantially

in the form of Exhibit C attached hereto. Each Request for Purchase shall be in

writing and shall be deemed made when received by Prudential.

SECTION 2.2(4). RATE QUOTES. Not later than five Business Days after

the Company shall have given Prudential a Request for Purchase pursuant to

Section 2.2(3), Prudential may, but shall be under no obligation to, provide to

the Company by telephone or telecopier, in each case between 9:30 A.M. and 1:30

P.M. New York City local time (or such later time as Prudential may elect)

interest rate quotes for the several principal amounts, maturities, principal

prepayment schedules and interest payment periods of Shelf Notes specified in

such Request for Purchase. Each quote shall represent the interest rate per

annum payable on the outstanding principal balance of such Shelf Notes at which

a Prudential Affiliate or Affiliates would be willing to purchase such Notes at

100% of the principal amount thereof.

SECTION 2.2(5). ACCEPTANCE. Within the Acceptance Window with respect

to any interest rate quotes provided pursuant to Section 2.2(4), the Company

may, subject to Section 2.2(6), elect to accept such interest rate quotes as to

not less than $5,000,000 aggregate principal amount of the Shelf Notes specified

in the related Request for Purchase. Such election shall be made by an

Authorized Officer of the Company notifying Prudential by telephone or

telecopier within the Acceptance Window that the Company elects to accept such

interest rate quotes, specifying the Shelf Notes (each such Shelf Note being

herein called an "ACCEPTED NOTE") as to which such acceptance (herein called an

"ACCEPTANCE") relates. The day the Company notifies Prudential of an Acceptance

with respect to any Accepted Notes is herein

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called the "ACCEPTANCE DAY" for such Accepted Notes. Any interest rate quotes as

to which Prudential does not receive an Acceptance within the Acceptance Window

shall expire, and no purchase or sale of Shelf Notes hereunder shall be made

based on such expired interest rate quotes. Subject to Section 2.2(6) and the

other terms and conditions hereof, the Company agrees to sell to a Prudential

Affiliate or Affiliates, and Prudential agrees to cause the purchase by a

Prudential Affiliate or Affiliates of, the Accepted Notes at 100% of the

principal amount of such Notes. As soon as practicable following the Acceptance

Day, the Company and each Prudential Affiliate which is to purchase any such

Accepted Notes will execute a confirmation of such Acceptance substantially in

the form of Exhibit D attached hereto (herein called a "CONFIRMATION OF

ACCEPTANCE"). If the Company should fail to execute and return to Prudential

within three Business Days following the Company's receipt thereof a

Confirmation of Acceptance with respect to any Accepted Notes, Prudential or any

Prudential Affiliate may at its election at any time prior to Prudential's

receipt thereof cancel the closing with respect to such Accepted Notes by so

notifying the Company in writing.

SECTION 2.2(6). MARKET DISRUPTION. Notwithstanding the provisions of

Section 2.2(5), if Prudential shall have provided interest rate quotes pursuant

to Section 2.2(4) and thereafter prior to the time an Acceptance with respect to

such quotes shall have been notified to Prudential in accordance with Section

2.2(5) the domestic market for U.S. Treasury securities or other financial

instruments shall have closed or there shall have occurred a general suspension,

material limitation, or significant disruption of trading in securities

generally on the New York Stock Exchange or in the domestic market for U.S.

Treasury securities or other financial instruments, then such interest rate

quotes shall expire, and no purchase or sale of Shelf Notes hereunder shall be

made based on such expired interest rate quotes. If the Company thereafter

notifies Prudential of the Acceptance of any such interest rate quotes, such

Acceptance shall be ineffective for all purposes of this Agreement, and

Prudential shall promptly notify the Company that the provisions of this Section

2.2(6) are applicable with respect to such Acceptance.

SECTION 2.2(7). FACILITY CLOSINGS. Not later than 11:30 A.M. (New York

City local time) on the Closing Date for any Accepted Notes, the Company will

deliver to each Purchaser listed in the Confirmation of Acceptance relating

thereto at the offices of Prudential Capital Group, 180 North Stetson Street,

Suite 5600, Chicago, Illinois 60601, Attention: Law Department, the Accepted

Notes to be purchased by such Purchaser in the form of one or more Notes in

authorized denominations as such Purchaser may request for each Series of the

Accepted Notes to be purchased on the Closing Date, dated the Closing Date and

registered in such Purchaser's name (or in the name of its nominee), against

payment of the purchase price thereof by transfer of immediately available funds

for credit to the Company's account specified in the Request for Purchase of

such Notes. If the Company fails to tender to any Purchaser the Accepted Notes

to be purchased by such Purchaser on the scheduled Closing Date for such

Accepted Notes as provided above in this Section 2.2(7), or any of the

conditions specified in Section 4 shall not have been fulfilled by the time

required on such scheduled Closing Date, the Company shall, prior to 1:00 P.M.,

New York City local time, on such scheduled Closing Date notify Prudential

(which notification shall be deemed received by each Purchaser) in writing

whether (i) such closing is to be rescheduled (such rescheduled date to be a

Business Day during the Issuance Period not less than one Business Day and not

more than 10 Business Days after such scheduled Closing Date (the "RESCHEDULED

CLOSING DATE")) and certify to Prudential (which certification shall be for the

benefit of each Purchaser) that the Company reasonably

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believes that it will be able to comply with the conditions set forth in Section

4 on such Rescheduled Closing Date and that the Company will pay the Delayed

Delivery Fee in accordance with Section 2.2(8)(iii) or (ii) such closing is to

be canceled. In the event that the Company shall fail to give such notice

referred to in the preceding sentence, Prudential (on behalf of each Purchaser)

may at its election, at any time after 1:00 P.M., New York City local time, on

such scheduled Closing Date, notify the Company in writing that such closing is

to be canceled. Notwithstanding anything to the contrary appearing in this

Agreement, the Company may not elect to reschedule a closing with respect to any

given Accepted Notes on more than one occasion, unless Prudential shall have

otherwise consented in writing.

SECTION 2.2(8). FEES.

SECTION 2.2(8)(i). STRUCTURING FEE. On the Series C-E Closing Date, the

Company will pay to Prudential by wire transfer of immediately available funds a

fee (herein called the "STRUCTURING FEE") in the amount of $25,000.00.

SECTION 2.2(8)(ii). ISSUANCE FEE. The Company will pay to each

Purchaser in immediately available funds a fee (herein called the "ISSUANCE

FEE") on each Closing Date (other than the Series C-E Closing Date) in an amount

equal to 0.10% of the aggregate principal amount of Notes sold to such Purchaser

on such Closing Date.

SECTION 2.2(8)(iii). DELAYED DELIVERY FEE. If the closing of the

purchase and sale of any Accepted Note is delayed for any reason beyond the

original Closing Date for such Accepted Note, the Company will pay to the

Purchaser which shall have agreed to purchase such Accepted Note (a) on the

Cancellation Date or actual closing date of such purchase and sale and (b) if

earlier, the next Business Day following 90 days after the Acceptance Day for

such Accepted Note and on each Business Day following 90 days after the prior

payment hereunder, a fee (herein called the "DELAYED DELIVERY FEE") calculated

as follows:

(BEY - MMY) X DTS/360 X PA

where "BEY" means Bond Equivalent Yield, i.e., the bond equivalent yield per

annum of such Accepted Note; "MMY" means Money Market Yield, i.e., the yield per

annum on a commercial paper investment of the highest quality selected by

Prudential and having a maturity date or dates the same as, or closest to, the

Rescheduled Closing Date or Rescheduled Closing Dates for such Accepted Note (a

new alternative investment being selected by Prudential each time such closing

is delayed); "DTS" means Days to Settlement, i.e., the number of actual days

elapsed from and including the original Closing Date for such Accepted Note (in

the case of the first such payment with respect to such Accepted Note) or from

and including the date of the next preceding payment (in the case of any

subsequent Delayed Delivery Fee payment with respect to such Accepted Note) to

but excluding the date of such payment; and "PA" means Principal Amount, i.e.,

the principal amount of the Accepted Note for which such calculation is being

made. In no case shall the Delayed Delivery Fee be less than zero. Nothing

contained herein shall obligate any Purchaser to purchase any Accepted Note on

any day other than the Closing Date for such Accepted Note, as the same may be

rescheduled from time to time in compliance with Section 2.2(7).

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SECTION 2.2(8)(iv). CANCELLATION FEE. If the Company at any time

notifies Prudential in writing that the Company is canceling the closing of the

purchase and sale of any Accepted Note, or if Prudential notifies the Company in

writing under the circumstances set forth in the last sentence of Section 2.2(5)

or the penultimate sentence of Section 2.2(7) that the closing of the purchase

and sale of such Accepted Note is to be canceled, or if the closing of the

purchase and sale of such Accepted Note is not consummated on or prior to the

last day of the Issuance Period (the date of any such notification or the last

day of the Issuance Period, as the case may be, being herein called the

"CANCELLATION DATE"), the Company will pay to the Purchaser which shall have

agreed to purchase such Accepted Note in immediately available funds an amount

(the "CANCELLATION FEE") calculated as follows:

PI X PA

where "PI" means Price Increase, i.e., the quotient (expressed in decimals)

obtained by dividing (a) the excess of the ask price (as determined by

Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid

price (as determined by Prudential) of the Hedge Treasury Notes(s) on the

Acceptance Day for such Accepted Note by (b) such bid price; and "PA" has the

meaning ascribed to it in Section 2.2(8)(iii). The foregoing bid and ask prices

shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to

be available through TradeWeb LLC, any publicly available source of similar

market data). Each price shall be rounded to the second decimal place. In no

case shall the Cancellation Fee be less than zero.

SECTION 2.3. SUBSIDIARY GUARANTY. (a) The payment by the Company of all

amounts due with respect to the Notes and the performance by the Company of its

obligations under this Agreement will be absolutely and unconditionally

guaranteed by the Subsidiary Guarantors pursuant to the Subsidiary Guaranty

Agreement dated as of even date herewith, which shall be substantially in the

form of Exhibit E attached hereto, and otherwise in accordance with the

provisions of Section 9.6 hereof (the "SUBSIDIARY GUARANTY").

(b) The holders of the Notes agree to discharge and release any

Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of

the Company, provided that (i) such Subsidiary Guarantor has been released and

discharged (or will be released and discharged concurrently with the release of

such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and

guarantor under and in respect of the Bank Credit Agreement and any other Debt

of the Company and the Company so certifies to the holders of the Notes in a

certificate of a Responsible Officer, (ii) at the time of such release and

discharge, the Company shall deliver a certificate of a Responsible Officer to

the holders of the Notes stating that no Default or Event of Default exists, and

(iii) if any fee or other form of consideration is given to any holder of Debt

of the Company in connection with such release, the holders of the Notes shall

receive the same consideration (a "COLLATERAL RELEASE").

SECTION 3. CLOSING.

The sale and purchase of any Notes to be purchased by each Purchaser

shall occur as provided in Section 2.1 or 2.2(7), as the case may be. If, on the

Closing Date for any Notes, the Company shall fail to tender the Notes to any

Purchaser as provided above in Section 2.1 or 2.2(7), as the case may be, or any

of the conditions specified in Section 4 shall not have been

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fulfilled to any 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.

SECTION 4. CONDITIONS TO CLOSING.

The obligation of each Purchaser to purchase and pay for the Notes to

be sold to such Purchaser on any Closing Date is subject to the fulfillment to

such Purchaser's satisfaction, prior to or on such Closing Date, of the

following conditions:

SECTION 4.1. REPRESENTATIONS AND WARRANTIES.

(a) Representations and Warranties of the Company. The representations

and warranties of the Company in this Agreement shall be correct when made and

at the time of such Closing Date, both before and immediately after giving

effect to the issuance of the Notes on the closing Date and the consummation of

the transactions contemplated hereby.

(b) Representations and Warranties of the Subsidiary Guarantors. The

representations and warranties of the Subsidiary Guarantors in the Subsidiary

Guaranty shall be correct when made and at the time of such Closing Date.

SECTION 4.2. PERFORMANCE; NO DEFAULT. The Company and each Subsidiary

Guarantor shall have performed and complied with all agreements and conditions

contained in this Agreement and the Subsidiary Guaranty required to be performed

or complied with by the Company and each such Subsidiary Guarantor prior to or

on such Closing Date, 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)

and the consummation of the transactions contemplated hereby, 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 December 31, 2003

that would have been prohibited by Section 10 hereof had such Section applied

since such date.

SECTION 4.3. COMPLIANCE CERTIFICATES.

(a) Officer's Certificate of the Company. The Company shall have

delivered to such Purchaser an Officer's Certificate, dated such Closing Date,

certifying that the conditions specified in Sections 4.1(a), 4.2 and 4.9 have

been fulfilled.

(b) Secretary's Certificate of the Company. The Company shall have

delivered to such Purchaser a certificate, dated such Closing Date, certifying

as to the resolutions attached thereto and other corporate proceedings relating

to the authorization, execution and delivery of the Notes and this Agreement.

(c) Officer's Certificate of the Subsidiary Guarantors. Each Subsidiary

Guarantor shall have delivered to such Purchaser an Officer's Certificate, dated

such Closing Date, certifying that the conditions specified in Sections 4.1(b),

4.2 and 4.9 have been fulfilled.

(d) Secretary's Certificate of the Subsidiary Guarantors. Each

Subsidiary Guarantor shall have delivered to such Purchaser a certificate, dated

such Closing Date, certifying as to the

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resolutions attached thereto and other corporate proceedings relating to the

authorization, execution and delivery of the Subsidiary Guaranty.

SECTION 4.4. OPINIONS OF COUNSEL. Such Purchaser shall have received

opinions in form and substance satisfactory to such Purchaser, dated such

Closing Date (a) from Vedder, Price, Kaufman & Kammholz, special counsel for the

Company, covering the matters set forth in Exhibit F and covering such other

matters incident to the transactions contemplated hereby as such Purchaser or

such Purchaser's counsel may reasonably request (and the Company hereby

instructs its counsel to deliver such opinion to such Purchaser) and (b) from

Wiley S. Adams, Vice President and Corporate Counsel of Prudential or such other

counsel who is acting as special counsel for Prudential in connection with this

transaction, a favorable opinion satisfactory to Prudential as to such matters

incident to the matters herein contemplated as it may reasonably request.

SECTION 4.5. PURCHASE PERMITTED BY APPLICABLE LAW, ETC. On such Closing

Date each purchase of Notes shall (a) be permitted by the laws and regulations

of each jurisdiction to which each 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 any 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 any 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.

SECTION 4.6. ACQUISITION OF SEVEN WORLDWIDE; RELATED EQUITY FINANCING.

With respect to the Series C-E Closing Date, the Stock Purchase Agreement dated

December 17, 2004, among the Company, Seven Worldwide, Inc., a Delaware

corporation, KAGT Holdings, Inc., a Delaware corporation ("SEVEN WORLDWIDE

HOLDINGS"), Kohlberg Investors IV, L.P., Kohlberg TE Investors IV, L.P.,

Kohlberg Offshore Investors IV, L.P., Kohlberg Partners IV, L.P., KOCO

Investors, L.P., Silver Point Capital Fund, L.P., Silver Point Capital Offshore

Fund, Limited, Hudson River Co. Investment Fund, L.P., and VOIII, LLC (the

"ACQUISITION AGREEMENT"), providing for the acquisition of stock of Seven

Worldwide Holdings for an aggregate purchase price not in excess of

$191,000,000, subject to the adjustment for working capital as set forth

therein, plus related fees and expenses, shall be in form and substance

satisfactory to such Purchaser, shall have been duly executed and delivered by

the parties thereto and shall be in full force and effect. Such Purchaser shall

have received a copy of the Acquisition Agreement and all instruments, documents

and agreements related thereto or to such equity financing, certified by an

Officer's Certificate of the Company, dated Series C-E Closing Date, as correct

and complete.

SECTION 4.7. PAYMENT OF SPECIAL COUNSEL FEES. Without limiting the

provisions of Section 15.1, the Company shall have paid on or before such

Closing Date, the reasonable fees, reasonable charges and reasonable

disbursements of Schiff Hardin LLP, Purchasers' special counsel, to the extent

reflected in a statement of such counsel rendered to the Company at least one

Business Day prior to such Closing Date.

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SECTION 4.8. PRIVATE PLACEMENT NUMBER. A Private Placement Number

issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the

Securities Valuation Office of the National Association of Insurance

Commissioners) shall have been obtained for the Notes.

SECTION 4.9. CHANGES IN CORPORATE STRUCTURE. Neither the Company nor

any Subsidiary Guarantor shall have changed its jurisdiction of organization or,

except as reflected in Schedule 4.9, been a party to any merger or

consolidation, or shall 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.

SECTION 4.10. SUBSIDIARY GUARANTY. The Subsidiary Guaranty shall have

been duly authorized, executed and delivered by each Subsidiary Guarantor, shall

constitute the legal, valid and binding contract and agreement of each

Subsidiary Guarantor, such Purchaser shall have received a true, correct and

complete copy thereof and, with respect to each Closing Date subsequent to the

Series C-E Closing Date, each Subsidiary Guarantor shall have executed and

delivered to such Purchaser a Guaranty Ratification in the form attached to the

Subsidiary Guaranty.

SECTION 4.11. PAYMENT OF FEES. The Company shall have paid to

Prudential or such Purchaser in immediately available funds any fees due it

pursuant to or in connection with this Agreement, including the Structuring Fee

due pursuant to Section 2.2(8)(i), any Issuance Fee due pursuant to paragraph

2.2(8)(ii) and any Delayed Delivery Fee due pursuant to paragraph 2.2(8)(iii).

SECTION 4.12. MATERIAL ADVERSE CHANGE. No material adverse change in

the business, condition (financial or otherwise), operations or prospects of the

Company and its Subsidiaries, taken as a whole, or Seven Worldwide and its

Subsidiaries, taken as a whole, in either case since December 31, 2003 shall

have occurred or be threatened, as determined by such Purchaser in its sole

judgment.

SECTION 4.13. AMENDMENT TO 1995 NOTE AGREEMENT. With respect to the

Series C-E Closing Date, the Company shall have entered into an amendment to the

1995 Note Agreement which amends the 1995 Note Agreement to conform the

covenants therein to the covenants set forth herein, all in form and substance

satisfactory to such Purchaser, and all conditions precedent to the

effectiveness of such amendment shall have been satisfied.

SECTION 4.14. BANK CREDIT AGREEMENT. The Company, the Administrative

Agent and the other financial institutions parties to the Bank Credit Agreement

shall have entered into the Bank Credit Agreement, in form and substance

satisfactory such Purchaser, all conditions precedent to the making of loans

thereunder shall have been satisfied (other than the closing of the acquisition

referenced to in Section 4.6), and the Bank Credit Agreement shall be in full

force and effect. Such Purchaser shall have received copies of the Bank Credit

Agreement and such of the closing documents delivered thereunder as such

Purchaser may request.

SECTION 4.15. AMENDMENT TO 2003 NOTE AGREEMENT. The Company and the

holders of the 2003 Notes shall have entered into an amendment to the 2003 Note

Agreement which amends Sections 9.6, 10.2(b) and 10.4 of the 2003 Note Agreement

to conform those Sections to

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Sections 9.6, 10.2(b) and 10.4 as set forth herein, all in form and substance

satisfactory to such Purchaser, all conditions precedent to the effectiveness of

such amendment shall have been satisfied and such amendment shall be in full

force and effect. Such Purchaser shall have received a copy of such amendment.

SECTION 4.16. PROCEEDINGS AND DOCUMENTS. All corporate or other

organizational 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 such Purchaser's special counsel,

and such Purchaser and such Purchaser's special counsel shall have received all

such counterpart originals or certified or other copies of such documents as

such Purchaser or such Purchaser's special counsel may reasonably request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser that:

SECTION 5.1. ORGANIZATION; POWER AND AUTHORITY. 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 this Agreement and the Notes

and to perform the provisions hereof and thereof.

SECTION 5.2. AUTHORIZATION, ETC. This Agreement and the Notes have been

duly authorized by all necessary corporate action on the part of the Company,

and this Agreement constitutes, and upon execution and delivery thereof each

Note will constitute, a legal, valid and binding obligation of the Company

enforceable against the Company in accordance with its terms, except as such

enforceability may be limited by (i) applicable bankruptcy, insolvency,

reorganization, moratorium or other similar laws affecting the enforcement of

creditors' rights generally and (ii) general principles of equity (regardless of

whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.3. DISCLOSURE. The Public Filings of the Company fairly

describes, in all material respects, the general nature of the business and

principal properties of the Company and its Restricted Subsidiaries. This

Agreement, the Public Filings of the Company, 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 the financial

statements listed in Schedule 5.5, 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. Since December 31, 2003, there has been no change in the

financial condition, operations, business or properties of the Company or any of

its Restricted Subsidiaries 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

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or in the Public Filings of the Company or in the other documents, certificates

and other writings delivered to each Purchaser by or on behalf of the Company

specifically for use in connection with the transactions contemplated hereby.

SECTION 5.4. ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES;

AFFILIATES. (a) Schedule 5.4 contains (except as noted therein) complete and

correct lists of (i) the Company's Restricted and Unrestricted Subsidiaries,

showing, as to each Subsidiary, the correct name thereof, the jurisdiction of

its organization, the percentage of shares of each class of its capital stock or

similar equity interests outstanding owned by the Company and each other

Subsidiary, and whether, as of the Series C-E Closing Date, such Subsidiary is a

Restricted or an Unrestricted Subsidiary, and all other Investments of the

Company and its Restricted Subsidiaries, (ii) the Company's Affiliates, other

than Subsidiaries, and (iii) the Company's directors and senior officers.

(b) Except with respect to De Minimis Subsidiaries, all of the

outstanding shares of capital stock or similar equity interests 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) Except with respect to De Minimis Subsidiaries, 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. Except with

respect to De Minimis Subsidiaries, 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 and to transact the business it transacts and

proposes to transact.

(d) Except with respect to De Minimis Subsidiaries, no Subsidiary is a

party to, or otherwise subject to, any legal restriction or any agreement (other

than this Agreement, the agreements listed on Schedule 5.4 and customary

limitations imposed by corporate law 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 equity interests of such

Subsidiary.

SECTION 5.5. FINANCIAL STATEMENTS. The Company has delivered 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), and any financial statements delivered

pursuant to Section 7.1, fairly present in all material respects the

consolidated financial position of the Company and its Subsidiaries as of the

respective dates specified in such financial statements 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).

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SECTION 5.6. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC. The

execution, delivery and performance by the Company of this Agreement and the

Notes will not (a) contravene, result in any breach of, or constitute a default

under, or result in the creation of any Lien 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, (b) 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 (c) violate any provision of any statute or other rule or

regulation of any Governmental Authority applicable to the Company or any

Subsidiary.

SECTION 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 of this Agreement or the Notes.

SECTION 5.8. LITIGATION; OBSERVANCE OF STATUTES AND ORDERS. (a) There

are no actions, suits or proceedings pending or, to the knowledge of the

Company, threatened against or affecting the Company or any Restricted

Subsidiary or any property of the Company or any Restricted 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 Restricted 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) of any

Governmental Authority, which default or violation, individually or in the

aggregate, could reasonably be expected to have a Material Adverse Effect.

SECTION 5.9. TAXES. The Company and its Restricted Subsidiaries have

filed all tax returns that are required to have been filed in any jurisdiction

which the failure to file would result in a Material Adverse Effect, 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 (a)

the amount of which is not individually or in the aggregate Material or (b) 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

determined by the Internal Revenue Service and paid for all fiscal years up to

and including the fiscal year ended December 31, 2000.

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SECTION 5.10. TITLE TO PROPERTY; LEASES. The Company and its Restricted

Subsidiaries have good and sufficient title to their respective properties which

the Company and its Restricted Subsidiaries own or purport to own 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 Restricted 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 individually or in the aggregate are Material are valid and

subsisting and are in full force and effect in all material respects.

SECTION 5.11. LICENSES, PERMITS, ETC. Except as disclosed in Schedule

5.11, (a) the Company and its Restricted Subsidiaries own or possess all

licenses, permits, franchises, authorizations, patents, copyrights, 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 Restricted Subsidiaries infringes in any Material respect any

license, permit, franchise, authorization, patent, copyright, service mark,

trademark, trade name or other right owned by any other Person; and

(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 Restricted

Subsidiaries with respect to any patent, copyright, service mark, trademark,

trade name or other right owned or used by the Company or any of its Restricted

Subsidiaries.

SECTION 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, 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 each

of the Plans (other than Multiemployer Plans), determined as of the end of 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 such Plan

allocable to such benefit liabilities. 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.

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(c) The Company and its ERISA Affiliates have not incurred any

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 post-retirement benefit obligation (determined as of

the last day of the Company's most recently ended fiscal year 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 is not Material.

(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 in the first sentence of this Section 5.12(e) is made in reliance

upon and subject to the accuracy of each Purchaser's representation in Section

6.2 as to the sources of the funds to be used to pay the purchase price of the

Notes to be purchased by such Purchaser.

SECTION 5.13. PRIVATE OFFERING BY THE COMPANY. Neither the Company nor

anyone acting on the Company's 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 ten (10) other Institutional Investors,

each of which has been offered the Notes in connection with 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.

SECTION 5.14. USE OF PROCEEDS; MARGIN REGULATIONS. The Company will

apply the proceeds of the sale of the Series C Notes, the Series D Notes and the

Series E Notes to pay a portion of the purchase price for the acquisition of the

stock described in Section 4.6, and will hold such proceeds in cash or cash

equivalent investments until the consummation of such closing. The Company will

not amend the Acquisition Agreement in any manner materially adverse to the

Company or the holders of the Notes prior to the consummation of the acquisition

thereunder without the consent of the Required Holders(s). The Company will

apply the proceeds of the sale of any Series of Shelf Notes as specified in the

Request for Purchase with respect to such Series. 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 1% 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 1% 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. None of the proceeds of the

sale of any Notes will be used to finance a Hostile Tender Offer.

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SECTION 5.15. EXISTING DEBT; FUTURE LIENS. (a) Except as described

therein, Schedule 5.15 sets forth a complete and correct list of all outstanding

Debt of the Company and its Restricted Subsidiaries as of January 28, 2005,

since which date there has been no Material change in the amounts, interest

rates, sinking funds, installment payments or maturities of the Debt of the

Company or its Restricted Subsidiaries. Neither the Company nor any Restricted

Subsidiary is in default and no waiver of default is currently in effect, in the

payment of any principal or interest on any Debt of the Company or such

Restricted Subsidiary, and no event or condition exists with respect to any Debt

of the Company or any Restricted Subsidiary, that would permit (or that with

notice or the lapse of time, or both, would permit) one or more Persons to cause

such Debt 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

Restricted 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 10.4.

SECTION 5.16. FOREIGN ASSETS CONTROL REGULATIONS, ETC. 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, or is in violation of any federal statute or Presidential

Executive Order, including without limitation Executive Order 13224 66 Fed. Reg.

49079 (September 25, 2001) (Blocking Property and Prohibiting Transactions with

Persons who Commit, Threaten to Commit or Support Terrorism), or The USA Patriot

Act.

SECTION 5.17. STATUS UNDER CERTAIN STATUTES. Neither the Company nor

any Restricted Subsidiary is an "investment company" registered or required to

be registered under the Investment Company Act of 1940, as amended, or is

subject to regulation under the Public Utility Holding Company Act of 1935, as

amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act,

as amended.

SECTION 5.18. ENVIRONMENTAL MATTERS. Neither the Company nor any

Restricted 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 Restricted Subsidiaries or any of their respective real

properties now or formerly owned, leased or operated by any of them, or other

assets, alleging damage to the environment or any violation of any Environmental

Laws, except, in each case, such as could not reasonably be expected to result

in a Material Adverse Effect. Except as otherwise disclosed to each Purchaser in

writing:

(a) neither the Company nor any Restricted Subsidiary has knowledge of

any facts which would give rise to any claim, public or private, for violation

of Environmental Laws or damage to the environment emanating from, occurring on

or in any way related to real properties or to other assets now or formerly

owned, leased or operated by any of them or their use, except, in each case,

such as could not reasonably be expected to result in a Material Adverse Effect;

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(b) neither the Company nor any of its Restricted Subsidiaries has

stored any Hazardous Materials on real properties now or formerly owned, leased

or operated by any of them or has disposed of any Hazardous Materials in each

case in a manner contrary to any Environmental Laws and in any manner that could

reasonably be expected to result in a Material Adverse Effect; and

(c) all buildings on all real properties now owned, leased or operated

by the Company or any of its Restricted Subsidiaries are in compliance with

applicable Environmental Laws, except where failure to comply could not

reasonably be expected to result in a Material Adverse Effect.

SECTION 5.19. NOTES RANK PARI PASSU. The obligations of the Company

under this Agreement and the Notes rank pari passu in right of payment with all

other senior unsecured Debt (actual or contingent) of the Company, including,

without limitation, all senior unsecured Debt of the Company described in

Schedule 5.15 hereto.

SECTION 5.20. SHARE REPURCHASE OBLIGATIONS. Neither the Company nor any

Subsidiary is a party to any agreement requiring it to, or is otherwise

obligated to, repurchase any shares of the Company's capital stock issued in

connection with the acquisition described in Section 4.6.

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

SECTION 6.1. PURCHASE FOR INVESTMENT. Each Purchaser represents that it

is an institutional "accredited investor," as such term is defined in Regulation

D under the Securities Act of 1933, as amended, and 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 such

pension or trust funds' property shall at all times be within such Purchaser's

or such pension or trust funds' 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.

SECTION 6.2. SOURCE OF FUNDS. Each Purchaser 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 it to pay the purchase price of the Notes to

be purchased by it hereunder:

(a) the Source is an "insurance company general account" within the

meaning of Department of Labor Prohibited Transaction Exemption ("PTE") 95-60

(issued July 12, 1995) and there is no employee benefit plan, treating as a

single plan all plans maintained by the same employer or employee organization,

with respect to which the amount of the general account reserves and liabilities

for all contracts held by or on behalf of such plan, exceeds ten percent (10%)

of the total reserves and liabilities of such general account (exclusive of

separate account liabilities) plus surplus, as set forth in the NAIC Annual

Statement for such Purchaser most recently filed with such Purchaser's state of

domicile; or

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(b) 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 such Purchaser prior to the execution and delivery

of this Agreement has disclosed to the Company in writing pursuant to this

paragraph (b), 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

(c) 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 (c) prior to the execution and delivery of this

Agreement; or

(d) the Source is a governmental plan; or

(e) 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 prior to the execution and delivery of this Agreement has been identified

to the Company in writing pursuant to this paragraph (e); or

(f) the Source does not include assets of any employee benefit plan,

other than a plan exempt from the coverage of ERISA; or

(g) the Source is an insurance company separate account maintained

solely in connection with the fixed contractual obligations of the insurance

company under which the amounts payable, or credited, to any employee benefit

plan (or its related trust) and 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.

If any Purchaser or any subsequent transferee of the Notes indicates

that such Purchaser or such transferee is relying on any representation

contained in paragraph (b), (c) or (e) above, the Company shall deliver on the

date of issuance of such Notes and on the date of any applicable transfer a

certificate, which shall either state that (i) it is neither a party in interest

nor a "disqualified person" (as defined in Section 4975(e)(2) of the Code), with

respect to any plan identified pursuant to paragraphs (b) or (e) above, or (ii)

with respect to any plan, identified pursuant to paragraph (c) above, neither it

nor any "affiliate" (as defined in Section V(c) of the QPAM Exemption) has at

such time, and during the immediately preceding one year, exercised the

authority to appoint or terminate said QPAM as manager of any plan identified in

writing

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pursuant to paragraph (c) above or to negotiate the terms of said QPAM's

management agreement on behalf of any such identified plan. As used in this

Section 6.2, the terms "employee benefit plan", "governmental plan", "party in

interest" and "separate account" shall have the respective meanings assigned to

such terms in Section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

SECTION 7.1. FINANCIAL AND BUSINESS INFORMATION. The Company shall

deliver to Prudential and each holder of Notes that is an Institutional

Investor:

(a) Quarterly Statements -- within 60 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 income, 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

Securities and Exchange Commission shall be deemed to satisfy the

requirements of this Section 7.1(a);

(b) Annual Statements -- within 105 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 income, 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 an opinion

thereon of independent certified public accountants of recognized

national standing, 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, provided that the delivery

within the time period specified above of the Company's Annual Report

on

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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 Securities and Exchange Commission 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 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

Securities and Exchange Commission 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 becomes 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 becomes 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 thereof; 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 imposition of a penalty or

excise tax under the provisions of the Code relating to employee

benefit plans, or 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;

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(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 have a Material Adverse Effect; and

(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.

Notwithstanding the foregoing, in the event that one or more

Unrestricted Subsidiaries shall either (i) own more than 10% of the total

consolidated assets of the Company and its Subsidiaries, or (ii) account for

more than 10% of the consolidated gross revenues of the Company and its

Subsidiaries, determined in each case in accordance with GAAP, then, within the

respective periods provided in Section 7.1(a) and (b) above, the Company shall

deliver to each holder of Notes that is an Institutional Investor, unaudited

financial statements of the character and for the dates and periods as in said

Sections 7.1(a) and (b) covering such group of Unrestricted Subsidiaries (on a

consolidated basis), together with a consolidating statement reflecting

eliminations or adjustments required to reconcile the financial statements of

such group of Unrestricted Subsidiaries to the financial statements delivered

pursuant to Sections 7.1(a) and (b).

SECTION 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 Section 10.1 through Section 10.4 hereof,

inclusive, 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.

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SECTION 7.3. INSPECTION. The Company shall permit the representatives

of Prudential and 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 Restricted Subsidiary, all at

such reasonable times during normal business hours 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 Restricted 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.

SECTION 8. PAYMENT OF THE NOTES.

SECTION 8.1. REQUIRED PREPAYMENTS.

SECTION 8.1(1). NO REQUIRED PREPAYMENTS OF SERIES C NOTES, SERIES D

NOTES OR SERIES E NOTES. The Series C Notes, the Series D Notes and the Series E

Notes shall be subject to prepayment only with respect to the optional

prepayments permitted by Section 8.2.

SECTION 8.1(2). REQUIRED PREPAYMENTS OF SHELF NOTES. Each Series of

Notes shall be subject to required prepayments, if any, set forth in the Notes

of such Series (provided that upon any purchase of any Series of Shelf Notes

pursuant to Section 8.5 or 8.7 the principal amount of each required prepayment

of such Series of Shelf Notes becoming due under this Section 8.1(2) on and

after the date of such purchase shall be reduced in the same proportion as the

aggregate unpaid principal amount of such Series of Shelf Notes is reduced as

the result of such purchase).

SECTION 8.2. OPTIONAL PREPAYMENTS WITH MAKE-WHOLE 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 of any Series, in an amount not less

than $2,000,000 in the aggregate principal amount of the Notes of such Series

then outstanding in the case of a partial prepayment, at 100% of the principal

amount so prepaid, together with interest accrued thereon to the date of such

prepayment, plus the Make-Whole Amount determined for the prepayment date with

respect to such principal amount of each Note then outstanding. The Company will

give each holder of Notes to be prepaid 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

such date, the aggregate principal amount of the Notes to be prepaid on such

date, the principal amount of each Note of such Series held by such holder to be

prepaid (determined in accordance with Section 8.3), and the interest to be paid

on the prepayment date

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with respect to such principal amount being prepaid, and shall be accompanied by

a certificate of a Senior Financial Officer as to the estimated respective

Make-Whole Amount 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 to be prepaid a certificate of a Senior

Financial Officer specifying the calculation of each such Make-Whole Amount as

of the specified prepayment date. Any partial prepayment of Notes of any Series

pursuant to this Section 8.2 shall be applied in satisfaction of any required

payments of principal thereof (including the required payment of principal of

principal due upon the maturity thereof) under Section 8.1 hereof in inverse

order of their scheduled due dates.

SECTION 8.3. ALLOCATION OF PARTIAL PREPAYMENTS. In the case of each

partial prepayment of the Notes of any Series pursuant to the provisions of

Section 8.2, the principal amount of the Notes 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.

SECTION 8.4. 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, together with interest on such principal amount accrued to such date

and the applicable Make-Whole 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 Make-Whole 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 cancelled and shall not be reissued, and

no Note shall be issued in lieu of any prepaid principal amount of any Note.

SECTION 8.5. 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 of any Series except (a) upon the

payment or prepayment of the Notes of such Series in accordance with the terms

of this Agreement and the Notes or (b) pursuant to a written offer to purchase

any outstanding Notes of such Series made by the Company or an Affiliate pro

rata to the holders of the Notes of such Series upon the same terms and

conditions. 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.

SECTION 8.6. MAKE-WHOLE AMOUNT. The term "MAKE-WHOLE AMOUNT" means with

respect to a 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 the

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 a Note, the principal of the

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.

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"DISCOUNTED VALUE" means, with respect to the Called Principal of a

Note,