Exhibit 10.14


    
      

    

    Exhibit
      10.14

    
 

    Execution
      Copy

     

    
      
        

        

      

       

    

     

    BROWN
      & BROWN, INC.

     

     

    $25,000,000
      5.66% Series C Senior Notes due December 22, 2016

    $200,000,000
      Private Shelf Facility

     

    __________________________________

     

    MASTER
      SHELF AND

    NOTE
      PURCHASE AGREEMENT

     

    __________________________________

     

    Dated
      as
      of December 22, 2006

     

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

       

      
        
          	 	
                  Page

                
	 	 
	
                  1.       
                    AUTHORIZATION
                    OF NOTES

                	
                  1

                
	
                  2.       
                    SALE
                    AND PURCHASE OF NOTES

                	
                  2

                
	
                  2.1.       
                    Purchase
                    and Sale of Series C Notes

                	
                  2

                
	
                  2.2.       
                    Purchase
                    and Sale of Shelf Notes

                	
                  2

                
	
                  3.       
                    ENTRY
                    INTO AGREEMENT; CLOSINGS

                	
                  8

                
	
                  3.1.       
                    First
                    Closing

                	
                  8

                
	
                  3.2.       
                    Subsequent
                    Closings

                	
                  9

                
	
                  4.       
                    CONDITIONS
                    TO CLOSINGS

                	
                  9

                
	
                  4.1.       
                    Conditions
                    to First Closing Date

                	
                  9

                
	
                  4.2.       
                    Additional
                    Closings

                	
                  12

                
	
                  5.       
                    REPRESENTATIONS
                    AND WARRANTIES OF THE COMPANY

                	
                  14

                
	
                  5.1.       
                    Organization;
                    Power and Authority

                	
                  14

                
	
                  5.2.       
                    Authorization

                	
                  14

                
	
                  5.3.       
                    Disclosure

                	
                  15

                
	
                  5.4.       
                    Organization
                    and Ownership of Shares of Subsidiaries

                	
                  16

                
	
                  5.5.       
                    Compliance
                    with Laws, Other Instruments, etc

                	
                  16

                
	
                  5.6.       
                    Governmental
                    Authorizations, etc

                	
                  16

                
	
                  5.7.       
                    Litigation;
                    Observance of Statutes and Orders

                	
                  17

                
	
                  5.8.       
                    Taxes

                	
                  17

                
	
                  5.9.       
                    Title
                    to Property; Leases

                	
                  17

                
	
                  5.10.       Licenses,
                    Permits, etc

                	
                  17

                
	
                  5.11.      Compliance
                    with ERISA

                	
                  18

                
	
                  5.12.      Private
                    Offering by the Company

                	
                  19

                
	
                  5.13.      Use
                    of Proceeds; Margin Regulations

                	
                  19

                
	
                  5.14.      Existing
                    Indebtedness

                	
                  19

                
	
                  5.15.      Foreign
                    Assets Control Regulations, etc

                	
                  20

                
	
                  5.16.      Status
                    under Certain Statutes

                	
                  20

                
	
                  6.       
                    REPRESENTATIONS
                    OF THE PURCHASER

                	
                  20

                
	
                  6.1.      Purchase
                    for Investment

                	
                  20

                
	
                  6.2.      Source
                    of Funds

                	
                  20

                
	
                  7.       
                    INFORMATION
                    AS TO COMPANY

                	
                  22

                


        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        TABLE
          OF CONTENTS

        (continued)


        
          	 	
                  Page

                
	
                  7.1.      
                     Financial
                    and Business Information

                	
                  22

                
	
                  7.2.        Officer’s
                    Certificate

                	
                  24

                
	
                  7.3.        Inspection

                	
                  25

                
	
                  8.       
                    PREPAYMENT
                    OF THE NOTES

                	
                  25

                
	
                  8.1.        Required
                    Prepayments

                	
                  25

                
	
                  8.2.        Optional
                    Prepayments

                	
                  25

                
	
                  8.3.        Prepayment
                    of Notes Upon Change in Control

                	
                  27

                
	
                  8.4.        Offer
                    to Prepay upon the Sale of Certain Assets

                	
                  28

                
	
                  8.5.        Allocation
                    of Partial Prepayments

                	
                  29

                
	
                  8.6.        Maturity;
                    Surrender, etc

                	
                  29

                
	
                  8.7.        Purchase
                    of Notes

                	
                  29

                
	
                  8.8.        Make-Whole
                    Amount

                	
                  30

                
	
                  8.9.        Floating
                    Rate Note Shelf Provisions

                	
                  31

                
	
                  9.       
                    AFFIRMATIVE
                    COVENANTS

                	
                  36

                
	
                  9.1.        Compliance
                    with Law

                	
                  36

                
	
                  9.2.        Insurance

                	
                  36

                
	
                  9.3.        Maintenance
                    of Properties

                	
                  36

                
	
                  9.4.        Payment
                    of Taxes

                	
                  37

                
	
                  9.5.        Corporate
                    Existence, etc

                	
                  37

                
	
                  9.6.        Subsidiary
                    Guarantors

                	
                  37

                
	
                  10.       NEGATIVE
                    COVENANTS

                	
                  39

                
	
                  10.1.      Transactions
                    with Affiliates

                	
                  39

                
	
                  10.2.      Merger,
                    Consolidation, etc

                	
                  39

                
	
                  10.3.      Sale
                    of Assets

                	
                  40

                
	
                  10.4.      Limitation
                    on Liens

                	
                  41

                
	
                  10.5.      Leverage
                    Ratio

                	
                  43

                
	
                  10.6.      Fixed
                    Charge Coverage Ratio

                	
                  43

                
	
                  10.7.      Subsidiary
                    Debt

                	
                  43

                
	
                  10.8.      Restrictions
                    on Dividends of Subsidiaries, etc

                	
                  43

                
	
                  10.9.      Limitation
                    on Priority Debt

                	
                  44

                


        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

    

     

    
      
        	 	
                Page

              
	
                10.10.   
                  No
                  Limitation on Prepayments or Amendments to Certain Financing
                  Documents

              	
                44

              
	
                10.11.   
                  Line
                  of Business

              	
                44

              
	
                10.12.   
                  Securitization
                  Transactions

              	
                44

              
	
                11.      EVENTS
                  OF DEFAULT

              	
                44

              
	
                12.      REMEDIES
                  ON DEFAULT, ETC

              	
                47

              
	
                12.1.     
                  Acceleration

              	
                47

              
	
                12.2.     
                  Other
                  Remedies

              	
                47

              
	
                12.3.     
                  Rescission

              	
                48

              
	
                12.4.     
                  No
                  Waivers or Election of Remedies, Expenses, etc

              	
                48

              
	
                13.      REGISTRATION;
                  EXCHANGE; SUBSTITUTION OF NOTES

              	
                48

              
	
                13.1.     
                  Registration
                  of Notes

              	
                48

              
	
                13.2.     
                  Transfer
                  and Exchange of Notes

              	
                48

              
	
                13.3.     
                  Replacement
                  of Notes

              	
                49

              
	
                14.      PAYMENTS
                  ON NOTES

              	
                50

              
	
                14.1.     
                  Place
                  of Payment

              	
                50

              
	
                14.2.     
                  Home
                  Office Payment

              	
                50

              
	
                15.      EXPENSES,
                  ETC

              	
                50

              
	
                15.1.     
                  Transaction
                  Expenses

              	
                50

              
	
                15.2.     
                  Survival

              	
                51

              
	
                16.      SURVIVAL
                  OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

              	
                51

              
	
                17.      AMENDMENT
                  AND WAIVER

              	
                51

              
	
                17.1.     
                  Requirements

              	
                51

              
	
                17.2.     
                  Solicitation
                  of Holders of Notes

              	
                52

              
	
                17.3.     
                  Binding
                  Effect, etc

              	
                52

              
	
                17.4.     
                  Notes
                  held by Company, etc

              	
                52

              
	
                18.      NOTICES

              	
                53

              
	
                19.      REPRODUCTION
                  OF DOCUMENTS

              	
                53

              
	
                20.      CONFIDENTIAL
                  INFORMATION

              	
                53

              
	
                21.      SUBSTITUTION
                  OF PURCHASER

              	
                54

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

        TABLE
          OF CONTENTS

        (continued)

         

      

      
        	
                22.      MISCELLANEOUS

              	
                55

              
	
                22.1.     
                  Successors
                  and Assigns

              	
                55

              
	
                22.2.     
                  Payments
                  Due on Non-Business Days

              	
                55

              
	
                22.3.     
                  Severability

              	
                55

              
	
                22.4.     
                  Construction

              	
                55

              
	
                22.5.     
                  Counterparts

              	
                56

              
	
                22.6.     
                  Governing
                  Law

              	
                56

              


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULES
        AND EXHIBITS

       

      
        
          	
                  SCHEDULE
                    A

                	
                  —

                	
                  Information
                    Relating To Purchasers

                
	 	 	 
	
                  SCHEDULE
                    B

                	
                  —

                	
                  Defined
                    Terms

                
	 	 	 
	
                  SCHEDULE
                    3

                	
                  —

                	
                  Payment
                    Instructions

                
	 	 	 
	
                  SCHEDULE
                    4.1(i)

                	
                  —

                	
                  Changes
                    in Corporate Structure

                
	 	 	 
	
                  SCHEDULE
                    5.4 

                	
                  —

                	
                  Subsidiaries
                    of the Company and Ownership of Subsidiary Stock

                
	 	 	 
	
                  SCHEDULE
                    5.7 

                	
                  —

                	
                  Certain
                    Litigation

                
	 	 	 
	
                  SCHEDULE
                    5.10 

                	
                  —

                	
                  Licenses,
                    Permits, etc.

                
	 	 	 
	
                  SCHEDULE
                    5.11

                	
                  —

                	
                  ERISA
                    Affiliates and Plans

                
	 	 	 
	
                  SCHEDULE
                    5.13 

                	
                  —

                	
                  Use
                    of Proceeds

                
	 	 	 
	
                  SCHEDULE
                    5.14 

                	
                  —

                	
                  Existing
                    Indebtedness

                
	 	 	 
	
                  EXHIBIT
                    1(a) 

                	
                  —

                	
                  Form
                    of 5.66% Series C Senior Note due December 22, 2016

                
	 	 	 
	
                  EXHIBIT
                    1(b) 

                	
                  —

                	
                  Form
                    of Fixed Rate Shelf Note 

                
	 	 	 
	
                  EXHIBIT
                    1(c) 

                	
                  —

                	
                  Form
                    of Floating Rate Shelf Note

                
	 	 	 
	
                  EXHIBIT
                    2.2(d) 

                	
                  —

                	
                  Form
                    of Request for Purchase

                
	 	 	 
	
                  EXHIBIT
                    2.2(f) 

                	
                  —

                	
                  Form
                    of Confirmation of Acceptance

                
	 	 	 
	
                  EXHIBIT
                    4.1(d)(i) 

                	
                  —

                	
                  Form
                    of First Closing Date Opinion of Special Counsel for the
                    Company

                
	 	 	 
	
                  EXHIBIT
                    4.1(d)(ii) 

                	
                  —

                	
                  Form
                    of First Closing Date Opinion of Special Counsel for the
                    Purchasers

                
	 	 	 
	
                  EXHIBIT
                    4.2(d)(i) 

                	
                  —

                	
                  Form
                    of Closing Day Opinion of Special Counsel for the Company
                    

                
	 	 	 
	
                  EXHIBIT
                    4.2(d)(ii) 

                	
                  —

                	
                  Form
                    of Closing Day Opinion of Special Counsel for the
                    Purchasers

                
	 	 	 
	
                  EXHIBIT
                    9.6(a)

                	
                  —

                	
                  Form
                    of Subsidiary Guaranty

                


        

      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    


    BROWN
      & BROWN, INC.

    220
      South Ridgewood Avenue

    Daytona
      Beach, Florida 32114

     

    $25,000,000
      5.66% Series C Senior Notes due December 22, 2016

    $200,000,000
      Private Shelf Facility

     

    December
      22, 2006

     

    Prudential
      Investment Management, Inc.

    (herein
      called “Prudential”)

     

    Each
      Prudential Affiliate (as hereinafter defined)

    which
      becomes bound by certain provisions of 

    this
      Agreement as hereinafter provided (the “Purchasers”)

     

    c/o
      Prudential Capital Group

    1170
      Peachtree Street, Suite 500

    Atlanta,
      GA 30309

     

    Ladies
      and Gentlemen:

     

    Brown
      & Brown, Inc., a Florida corporation (together with its successors and
      permitted assigns, the “Company”),
      agrees
      with Prudential and the Purchasers as follows:

     

    
      	
              1.

            	
              AUTHORIZATION
OF
                NOTES.

            


    

     

    The
      Company will authorize the issuance and sale of:

     

    (a)         
      $25,000,000
      aggregate principal amount of its 5.66% Series C Senior Notes due December
      22,
      2016 (including any amendments, restatements or modifications from time to time,
      the “Series
      C Notes”,
      such
      term to include any such notes issued in substitution therefor pursuant to
      Section 13 of this Agreement) to be substantially in the form of Exhibit
      1(a)
      attached
      hereto;

     

    (b)         
      its
      additional fixed rate senior promissory notes (herein called the “Fixed
      Rate Shelf Notes”)
      in the
      aggregate principal amount of up to $200,000,000) (subject to Section 2.2(a)),
      to be dated the date of issue thereof, to mature, in the case of each Fixed
      Rate
      Shelf Note so issued, no more than ten (10) years after the date of original
      issuance thereof, to have an Average Life of no more than ten (10) 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 Fixed Rate Shelf
      Note so issued, in the Confirmation of Acceptance with respect to such Fixed
      Rate Shelf Note delivered pursuant to paragraph 2.2(f), and to be substantially
      in the form of Exhibit
      1(b)
      attached
      hereto; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)         
      its
      additional floating rate senior promissory notes (herein called the “Floating
      Rate Shelf Notes”)
      in the
      aggregate principal amount of up to $25,000,000 (subject to Section 2.2), to
      be
      dated the date of issue thereof, to mature, in the case of each Floating Rate
      Shelf Note so issued, no more than five (5) years after the date of original
      issuance thereof, to have an Average Life of no more than five (5) 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 Floating Rate
      Shelf
      Note so issued, in the Confirmation of Acceptance with respect to such Floating
      Rate Shelf Note delivered pursuant to Section 2.2(f), and to be substantially
      in
      the form of Exhibit
      1(c)
      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 such Series C Note pursuant to any such provision. The terms
“Shelf
      Note”
and
      “Shelf
      Notes”
as
      used
      herein shall include each Fixed Rate Shelf Note and Floating Rate 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, Fixed Rate Shelf Note and Floating
      Rate
      Shelf Note delivered pursuant to any provision of this Agreement and each Note
      delivered in substitution or exchange for any such Note pursuant to any such
      provision. 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 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.

     

    
      	
              2.

            	
              SALE
AND
                PURCHASE OF
                NOTES.

            


    

     

    2.1.         
      Purchase
and
      Sale of Series C Notes.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.2.         
      Purchase
and
      Sale of Shelf Notes.

     

    (a)         
      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 by Prudential Affiliates pursuant to this Agreement.
      The willingness of Prudential to consider such purchase of Shelf Notes is herein
      called the “Facility”.
      At any
      time (i) $200,000,000, minus
      (ii) the
      aggregate principal amount of the Series C Notes purchased and sold pursuant
      to
      this Agreement, minus
      (iii)
      the
      aggregate principal amount of Shelf Notes purchased and sold pursuant to this
      Agreement prior to such time, minus
      (iv) the
      aggregate principal amount of Accepted Notes which have not yet been purchased
      and sold hereunder prior to such time is herein called the “Available
      Facility Amount”
at
      such
      time; provided
      that the
      aggregate principal amount of Floating Rate Shelf Notes outstanding at any
      time
      shall not exceed $25,000,000 (the lesser of the Available Facility Amount or
      $25,000,000 being referred to herein as the “Floating
      Rate Available Facility Amount”).
      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. 

     

    (b)         
      Issuance
      Period.
      Shelf
      Notes may be issued and sold pursuant to this Agreement beginning on the First
      Closing Date until the earlier of (i) the third anniversary of the First Closing
      Date (or if such anniversary is not a Business Day, the Business Day next
      preceding such anniversary) and (ii) the thirtieth day after Prudential shall
      have given to the Company, or the Company shall have given to Prudential,
      written notice stating that it elects to terminate the subsequent issuance
      and
      sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is
      not
      a Business Day, the Business Day next preceding such thirtieth day). The period
      during which Shelf Notes may be issued and sold pursuant to this Agreement
      is
      herein called the “Issuance
      Period”.

     

    (c)         
      Periodic
      Spread Information.
      Provided that no Default or Event of Default then exists, not later than 9:30
      A.M. (New York City local time) on a Business Day during the Issuance Period
      if
      there is an Available Facility Amount on such Business Day, the Company may
      request by telecopier or telephone, and Prudential will, to the extent
      reasonably practicable, provide to the Company on such Business Day (or, if
      such
      request is received after 9:30 A.M. (New York City local time) on such Business
      Day, on the following Business Day), information (by telecopier or telephone)
      with respect to various spreads at which Prudential Affiliates might be
      interested in purchasing Shelf Notes of different average lives; provided,
      however,
      that
      the Company may not make such requests more frequently than once in every five
      Business Days or such other period as shall be mutually agreed to in writing
      by
      the Company and Prudential. In any request described in the immediately
      preceding sentence, the Company may request that Prudential provide information
      with respect to either or both fixed or floating rates of interest (based on
      either the LIBOR Rate or Prime Rate, or both). The amount and content of
      information so provided shall be in the sole discretion of Prudential but it
      is
      the intent of Prudential to provide information which will be of use to the
      Company in determining whether to initiate procedures for use of the Facility.
      Information so provided shall not constitute an offer to purchase Shelf Notes,
      and neither Prudential nor any Prudential Affiliate shall be obligated to
      purchase Shelf Notes at the spreads specified. Information so provided shall
      be
      representative of potential interest only for the period commencing on the
      day
      such information is provided and ending on the earlier of the fifth Business
      Day
      after such day and the first day after such day on which further spread
      information is provided. Prudential may suspend or terminate providing
      information pursuant to this Section 2.2(c) for any reason, including its
      determination that the credit quality of the Company has declined since the
      First Closing Date.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (d)         
      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 delivered 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 the lesser of (x) $10,000,000 or (y) the entire amount
      of
      the Available Facility Amount, if the Available Facility Amount shall be less
      than $10,000,000 at the time such Request for Purchase is made, and shall not
      be
      greater than the Available Facility Amount or, if such Request for Purchase
      is
      for Floating Rate Shelf Notes, the Floating Rate Available Facility Amount
      at
      such time,

     

    (ii)
      specify the principal amounts, final maturities (which shall be no more than
      10
      years from the date of issuance in the case of the Fixed Rate Shelf Notes and
      no
      more than 5 years from the date of issuance in the case of the Floating Rate
      Shelf Notes), installment payment dates, amounts and interest payment periods
      (which may be quarterly or semi-annually in arrears in the case of a Fixed
      Rate
      Shelf Note and quarterly or, if more frequent, on the last day of the applicable
      Interest Period in arrears in the case of a Floating Rate Shelf Note),


     

    (iii)
      specify whether the rate quotes are to contain fixed rates of interest, floating
      rates of interest or both fixed and floating rates of interest and if Floating
      Rate Shelf Notes, whether such Notes bear interest at the LIBOR Rate or Prime
      Rate, the Interest Period of such Notes and the other information required
      by
      Section 8.9, 

     

    (iv)
      specify the use of proceeds of such Shelf Notes and certify that such proceeds
      shall not be used to finance a Hostile Tender Offer, 

     

    (v)
      specify the proposed day for the closing of the purchase and sale of such Shelf
      Notes, which, which shall be a Business Day during the Issuance Period not
      less
      than ten days and not more than 20 days after the delivery of such Request
      for
      Purchase, 

     

    (vi)
      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 Day for such purchase and sale, 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (vii)
      certify that, exclusive of those exceptions noted on Annex 1 thereto, 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, 

     

    (viii)
      specify the amount of the Issuance Fee due pursuant to Section 2.2(i)(i), which
      will be paid by the Company on the Closing Day for such purchase and sale and
      

     

    (ix)
      be
      substantially in the form of Exhibit
      2.2(d)
      attached
      hereto. 

     

    Each
      Request for Purchase shall be in writing and shall be deemed made when received
      by Prudential.

     

    (e)         
      Rate
      Quotes.
      Not
      later than five Business Days after the Company shall have given Prudential
      a
      Request for Purchase pursuant to Section 2.2(d), 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 (any interest rate
      quotes so provided shall be (i) fixed rate quotes if the Company requested
      fixed
      rate quotes pursuant to Section 2.2(d)(iii) and/or (ii) floating rate quotes
      if
      the Company requested floating rate quotes pursuant to Section 2.2(d)(iii))
      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 (or in the case
      of Floating Rate Shelf Notes, the spread over the LIBOR Rate or Prime Rate,
      as
      applicable) on the outstanding principal balance of such Shelf Notes at which
      a
      Prudential Affiliate would be willing to purchase such Shelf Notes at 100%
      of
      the principal amount thereof.

     

    (f)         
      Acceptance.
      Within
      30 minutes after Prudential shall have provided any interest rate quotes
      pursuant to Section 2.2(e) or such shorter period as Prudential may specify
      to
      the Company (such period herein called the “Acceptance
      Window”),
      the
      Company may, subject to Section 2.2(g), elect to accept such interest rate
      quotes as to not less than a $10,000,000 (or such lesser amount as is equal
      to
      the Available Facility Amount if the Available Facility Amount is less than
      $10,000,000 at such time) aggregate principal amount of the Shelf Notes
      specified in the related Request for Purchase. Such election shall be made
      by a
      Responsible 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 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(g) and the other terms and conditions
      hereof, the Company agrees to sell to a Prudential Affiliate, and Prudential
      agrees to cause the purchase by a Prudential Affiliate 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 2.2(f) attached hereto (herein called
      a
“Confirmation
      of Acceptance”).
      If
      the Company should fail to execute and return to Prudential within three
      Business Days following 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 its receipt thereof cancel the Closing with
      respect to such Accepted Notes by so notifying the Company in
      writing.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (g)         
      Market
      Disruption.
      Notwithstanding the provisions of Section 2.2(f), if Prudential shall have
      provided interest rate quotes pursuant to Section 2.2(e) and thereafter prior
      to
      the time an Acceptance with respect to such quotes shall have been provided
      to
      Prudential in accordance with Section 2.2(f) 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 United States securities generally on the New York
      Stock Exchange or in the domestic market for U.S. Treasury securities or other
      financial instruments, or in the market for U.S. Treasury securities and other
      financial instruments, or in the case of quotes with respect to Floating Rate
      Shelf Notes bearing interest at the LIBOR Rate, a general suspension, material
      limitation or significant disruption in the London interbank market, 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(g) are applicable with respect to such
      Acceptance.

     

    (h)         
      Facility
      Closings.
      Not
      later than 11:30 A.M. (New York City local time) on the Closing Day for any
      Accepted Notes, the Company will deliver to each Purchaser listed in the
      Confirmation of Acceptance relating thereto at the offices of The Prudential
      Insurance Company of America, 1170 Peachtree Street, Suite 500, Atlanta, Georgia
      30309 (or such other place as designated by Prudential), 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 Accepted Notes
      to
      be purchased on such Closing Day, dated such Closing Day and registered in
      such
      Purchaser’s name (or in the name of its nominee), against payment of the
      purchase price therefor 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 Day for such Accepted Notes as
      provided above in this Section 2.2(h), or any of the conditions specified in
      Section 4.2 shall not have been fulfilled by the time required on such scheduled
      Closing Day, the Company shall, prior to 1:00 P.M., New York City local time,
      on
      such scheduled Closing Day 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 Day (the “Rescheduled
      Closing Day”))
      and
      certify to Prudential (which certification shall be for the benefit of each
      Purchaser) that the Company reasonably believes that it will be able to comply
      with the conditions set forth in Section 4.2 on such Rescheduled Closing Day
      and
      that the Company will pay the Delayed Delivery Fee in accordance with Section
      2.2(i)(ii) 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 Day, notify the Company
      in
      writing that such closing is to be canceled. Notwithstanding anything to the
      contrary appearing in this Agreement, the Company may elect to reschedule a
      Closing with respect to any given Accepted Notes on not more than one occasion,
      unless Prudential shall have otherwise consented in writing.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (i)         
      Fees.

     

    (i)         
      Issuance
      Fee.
      The
      Company will pay to each Purchaser in immediately available funds a fee (herein
      called the “Issuance
      Fee”)
      on
      each Closing Day in an amount equal to 0.125% of the aggregate principal amount
      of Notes sold to such Purchaser on such Closing Day.

     

    (ii)         
      Fixed
      Rate Delayed Delivery Fee.
      If (x)
      the rate of interest specified in a Confirmation of Acceptance in respect of
      any
      Accepted Note is a fixed rate of interest and (y) the closing of the purchase
      and sale of any Accepted Note is delayed for any reason beyond the original
      Closing Day for such Accepted Note, the Company will pay to the Purchaser of
      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 on the date Prudential receives
      notice of the delay in the closing for such Accepted Note having a maturity
      date
      or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled
      Closing Days (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 Day with respect to 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 Day for such Accepted Note,
      as
      the same may be rescheduled in compliance with Section 2.2(h).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (iii)         
      Fixed
      Rate Notes 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 that is specified
      to
      bear interest at a fixed rate of interest in the applicable Confirmation of
      Acceptance, or if Prudential or any Prudential Affiliate notifies the Company
      in
      writing under the circumstances set forth in the last sentence of Section 2.2(f)
      or the penultimate sentence of Section 2.2(h) 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 the Purchasers 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(i)(ii). 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.

     

    
      	
              3.

            	
              ENTRY
INTO
                AGREEMENT;
                CLOSINGS.

            


    

     

    3.1.         
      First
Closing.

     

    The
      closing of the sale and purchase of Series C Notes to be purchased by the
      Purchasers shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue,
      New York, New York 10022, at 10:00 a.m., local time, at a closing (the
“First
      Closing”)
      on
      December 22, 2006 (the “First
      Closing Date”),
      or
      such other date and place as agreed in writing by Prudential and the Company.
      At
      the First Closing the Company will deliver to each Purchaser the Series C Notes
      to be purchased by such Purchaser in the form of a single Note of such Series
      (or such greater number of such Notes in denominations of at least $100,000,
      as
      the Purchasers may request), dated the First Closing Date and registered in
      such
      Purchaser’s name (or in the name of such Purchaser’s nominee), as indicated in
      Schedule A, against delivery by such Purchaser to the Company or its order
      of
      immediately available funds in the amount of the purchase price therefor as
      directed by the Company in Schedule 3. The obligations of Prudential to enter
      into this Agreement and to make the Facility available to the Company, and
      of
      the Purchasers of the Series C Notes to purchase the Series C Notes are subject
      to the satisfaction, on or before the First Closing Date, of the conditions
      set
      forth in Section 4.1 below. If, on the First Closing Date the Company fails
      to
      tender to the Purchasers the Series C Notes to be acquired by such Purchasers
      on
      the First Closing Date, or if the conditions specified in Section 4.1 have
      not
      been fulfilled to Prudential’s or each Purchaser’s satisfaction, Prudential or
      such Purchaser shall, at its election, be relieved of all further obligations
      under this Agreement without thereby waiving any rights Prudential or each
      such
      Purchaser may have by reason of such failure or such
      nonfulfillment.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    3.2.         
      Subsequent
Closings

     

    The
      closing of the sale and purchase of any Series of Shelf Notes to be purchased
      by
      the Purchasers shall occur at the offices of Bingham McCutchen LLP, 399 Park
      Avenue, New York, New York 10022, (or such other place as designated by
      Prudential) at 10:00 a.m., local time, at a closing (the “Closing”)
      on the
      Closing Day specified for such sale and purchase in the Confirmation of
      Acceptance delivered by the Purchasers in connection with such Series. At such
      Closing the Company will deliver to each Purchaser the Notes of the Series
      to be
      purchased by such Purchaser in the form of a single Note of such Series (or
      such
      greater number of such Notes in denominations of at least $100,000, as the
      Purchasers may request), dated the Closing Day and registered in such
      Purchaser’s name (or in the name of such Purchaser’s nominee), as indicated in
      the applicable Confirmation of Acceptance, against delivery by such Purchaser
      to
      the Company or its order of immediately available funds in the amount of the
      purchase price therefor as directed by the Company in the applicable Request
      for
      Purchase. The obligation of each Purchaser to purchase the Notes to be sold
      to
      it on any Closing Day after the First Closing Date, is subject to the
      satisfaction, on or before each such Closing Day, of the conditions set forth
      in
      Section 4.2 below. If, on such
      Closing Day,
      the
      Company fails to tender to the Purchasers the Notes to be acquired by such
      Purchasers on such Closing Day, or if the conditions specified in Section 4.2
      have not been fulfilled to each Purchaser’s satisfaction, such Purchaser shall,
      at its election, be relieved of all further obligations under this Agreement
      without thereby waiving any rights each such Purchaser may have by reason of
      such failure or such nonfulfillment.

     

    
      	
              4.

            	
              CONDITIONS
TO
                CLOSINGS.

            


    

     

    4.1.         
      Conditions
to
      First Closing Date.

     

    The
      obligation of Prudential to enter into this Agreement and to make the Facility
      available to the Company, and of each Purchaser of the Series C Notes to
      purchase the Series C Notes, is subject to the fulfillment to Prudential’s and
      each such Purchaser’s satisfaction, prior to or on the First Closing Date, of
      the following conditions:

     

    (a)         
      Representations
      and Warranties.

     

    The
      representations and warranties of the Company in this Agreement shall be correct
      on the First Closing Date.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)         
      Performance;
      No Default.

     

    The
      Company shall have performed and complied with all agreements and conditions
      contained in this Agreement required to be performed or complied with by it
      prior to or on the First Closing Date and, after giving effect to the
      consummation of this Agreement, no Default or Event of Default shall have
      occurred and be continuing.

     

    (c)         
      Compliance
      Certificates.

     

    (i)         
      Company
      Officer’s Certificate.
      The
      Company shall have delivered to Prudential and each Purchaser of Series C Notes
      an Officer’s Certificate, dated the First Closing Date, certifying that the
      conditions specified in Sections 4.1(a), 4.1(b) and 4.1(i) have been
      fulfilled.

     

    (ii)         
      Company
      Secretary’s Certificate.
      The
      Company shall have delivered to Prudential and each Purchaser of Series C Notes
      a certificate of the Secretary or Assistant Secretary of the Company, dated
      the
      First Closing Date, certifying as to the resolutions attached thereto, other
      corporate proceedings and corporate organizational documents relating to the
      authorization, execution and delivery of the Notes and this
      Agreement.

     

    (d)         
      Opinions
      of Counsel.

     

    Prudential
      and each Purchaser of Series C Notes shall have received opinions in form and
      substance satisfactory to it, dated the First Closing Date (i) from Holland
      & Knight LLP, counsel for the Company, covering the matters set forth in
      Exhibit 4.1(d)(i) and covering such other matters incident to the transactions
      contemplated hereby as such Purchasers or their counsel may reasonably request
      (and the Company hereby instructs its counsel to deliver such opinion to each
      such Purchaser and Prudential and (ii) from Bingham McCutchen LLP, the
      Purchasers’ special counsel in connection with such transactions, substantially
      in the form set forth in Exhibit 4.1(d)(ii) and covering such other matters
      incident to such transactions as any Purchaser or Prudential may reasonably
      request.

     

    (e)         
      Purchase
      Permitted By Applicable Law, etc.

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (f)         
      Sale
      of Other Notes.

     

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

     

    (g)         
      Payment
      of Fees.

     

    (i)         
      Without
      limiting the provisions of Section 15.1, the Company shall have paid on or
      before the First Closing Date the fees, charges and disbursements of the special
      counsel of Prudential and each Purchaser of Series C Notes referred to in
      Section 4.1(d) to the extent reflected in a statement of such counsel rendered
      to the Company at least one Business Day prior to the First Closing
      Date.

     

    (ii)         
      The
      Company shall have paid on or before the First Closing Date the fees due to
      Prudential pursuant to or in connection with this Agreement.

     

    (h)         
      Private
      Placement Number.

     

    A
      Private
      Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in
      cooperation with the SVO) shall have been obtained for each Series of Notes
      to
      be purchased and sold on the First Closing Date.

     

    (i)         
      Changes
      in Corporate Structure.

     

    Except
      as
      specified in Schedule 4.1(i), the Company shall not have changed its
      jurisdiction of incorporation or been a party to any merger or consolidation
      and
      shall not have succeeded to all or any substantial part of the liabilities
      of
      any other entity, at any time following the date of the most recent financial
      statements referred to in Section 5.3.

     

    (j)         
      Wire
      Instructions.

     

    No
      later
      than three (3) Business Days prior to the First Closing Date, the Company shall
      have delivered to the Purchasers a letter on the Company’s letterhead which
      provides the wiring instructions for the Purchasers to wire their funds for
      payment of the Series C Notes.

     

    (k)         
      Proceedings
      and Documents.

     

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

     

    (l)         
      Amendments
      to Bank Credit Agreement.

     

    On
      or
      prior to the First Closing Date, the Company shall have delivered to Prudential
      and each of the Purchasers of the Series C Notes fully executed copies of (a)
      that certain Second Amendment to Amended and Restated Revolving and Term Loan
      Agreement, dated and effective as of the First Closing Date, between the Company
      and SunTrust Bank and (b) that certain Third Amendment to Revolving Loan
      Agreement, dated and effective as of the First Closing Date, each in form and
      substance satisfactory to Prudential and the Purchasers of the Series C
      Notes.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    4.2.         
      Additional
Closings

     

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

     

    (a)         
      Representations
      and Warranties.

     

    The
      representations and warranties of the Company in this Agreement shall be correct
      when made and on the applicable Closing Day.

     

    (b)         
      Performance;
      No Default.

     

    Each
      Obligor shall have performed and complied with all agreements and conditions
      contained in this Agreement required to be performed or complied with by it
      prior to or on the applicable Closing Day and, after giving effect to the issue
      and sale of the applicable Notes (and the application of the proceeds thereof
      as
      contemplated by Schedule 5.13), no Default or Event of Default shall have
      occurred and be continuing.

     

    (c)         
      Compliance
      Certificates.

     

    (i)         
      Company
      Officer’s Certificate.
      The
      Company shall have delivered to each Purchaser an Officer’s Certificate, dated
      the applicable Closing Day, certifying that the conditions specified in Sections
      4.2(a), 4.2(b) and 4.2(i) have been fulfilled.

     

    (ii)         
      Company
      Secretary’s Certificate.
      The
      Company shall have delivered to each Purchaser a certificate of the Secretary
      or
      Assistant Secretary of the Company, dated the applicable Closing Day, certifying
      as to the resolutions attached thereto and other corporate proceedings relating
      to the authorization, execution and delivery of the applicable Notes and this
      Agreement.

     

    (iii)         
      Subsidiary
      Guarantors’ Secretary’s Certificate.
      Each of
      the Subsidiary Guarantors, if any, shall have delivered to each Purchaser a
      certificate of the Secretary of Assistant Secretary of such Subsidiary
      Guarantor, dated the applicable Closing Day, certifying as to the resolutions
      attached thereto and other corporate proceedings relating to the authorization,
      execution and delivery of the Subsidiary Guaranty, if any, by such Subsidiary
      Guarantor.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d)         
      Opinions
      of Counsel.

     

    Prudential
      and each Purchaser of Notes to be sold on the applicable Closing Day have
      received opinions in form and substance satisfactory to it, dated such Closing
      Day (i) from Holland & Knight LLP, counsel for the Company and certain of
      the Subsidiary Guarantors, if any, covering the matters set forth in Exhibit
      4.2(d)(i) and covering such other matters incident to the transactions
      contemplated hereby as the Purchasers or their counsel may reasonably request
      (and the Company hereby instructs its counsel to deliver such opinion to each
      such Purchaser and Prudential and (ii) from Bingham McCutchen LLP, special
      counsel to Prudential and the Purchasers of the Notes in connection with such
      transactions, substantially in the form set forth in Exhibit 4.2(d)(ii) and
      covering such other matters incident to such transactions as any Purchaser
      or
      Prudential may reasonably request.

     

    (e)         
      Purchase
      Permitted By Applicable Law, etc.

     

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

     

    (f)         
      Sale
      of Other Notes.

     

    Contemporaneously
      with each Closing the Company shall sell to each Purchaser and each Purchaser
      shall purchase the Notes to be purchased by it at such Closing as specified
      in
      the applicable Confirmation of Acceptance.

     

    (g)         
      Payment
      of Special Counsel Fees.

     

    Without
      limiting the provisions of Section 15.1, the Company shall have paid on or
      before such Closing Day (i) the fees, charges and disbursements of the
      Purchasers’ special counsel referred to in Section 4.2(d) to the extent
      reflected in a statement of such counsel rendered to the Company at least one
      Business Day prior to such applicable Closing Day and (ii) any Issuance Fee
      due
      pursuant to Section 2.2(i)(i) and any Delayed Delivery Fee due pursuant to
      Section 2.2(i)(ii).

     

    (h)         
      Private
      Placement Number.

     

    A
      Private
      Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in
      cooperation with the SVO) shall have been obtained for each Series of Notes
      to
      be purchased and sold on such Closing Day.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (i)         
      Changes
      in Corporate Structure.

     

    Except
      as
      permitted pursuant to Section 10.2, no Obligor shall have changed its
      jurisdiction of incorporation or been a party to any merger or consolidation
      and
      shall not have succeeded to all or any substantial part of the liabilities
      of
      any other entity, at any time following the date of the most recent financial
      statements referred to in Section 5.3.

     

    (j)         
      Wire
      Instructions.

     

    At
      least
      three Business Days prior to the applicable Closing Day, such Purchaser shall
      have received written instructions executed by a Responsible Officer of the
      Company on letterhead of the Company directing the manner of the payment of
      funds and setting forth (a) the name and address of the transferee bank,
      (b) such transferee bank’s ABA number, (c) the account name and number
      into which the purchase price for the Notes is to be deposited, and (d) the
      name and telephone number of the account representative responsible for
      verifying receipt of such funds.

     

    (k)         
      Proceedings
      and Documents.

     

    On
      the
      applicable Closing Day, all corporate and other proceedings in connection with
      the transactions contemplated by this Agreement and all documents and
      instruments incident to such transactions shall be satisfactory to Prudential
      and each Purchaser and its special counsel, and each Purchaser and its special
      counsel shall have received all such counterpart originals or certified or
      other
      copies of such documents as such Purchaser or its counsel may reasonably
      request.

     

    
      	
              5.

            	
              REPRESENTATIONS
AND
                WARRANTIES OF THE
                COMPANY.

            


    

     

    The
      Company represents and warrants to each Purchaser that as of the First Closing
      Date and each Closing Day:

     

    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 would 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.

     

    5.2.         
      Authorization.

     

    (a)         
      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, legal, valid and
      binding obligations of the Company enforceable against the Company in accordance
      with their respective 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).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b)         
      If
      the
      Subsidiary Guaranty has been delivered pursuant to the terms hereof, such
      Subsidiary Guaranty has been duly authorized by all necessary corporate action
      on the part of each Subsidiary Guarantor party thereto, if any, and the
      Subsidiary Guaranty constitutes the legal, valid and binding obligation of
      each
      such Subsidiary Guarantor enforceable against each such Subsidiary Guarantor
      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).

     

    5.3.        
      Disclosure.

     

    The
      Company has furnished, as of the First Closing Date, Prudential with the
      following financial statements, identified by a Responsible Officer of the
      Company: (i) the audited consolidated balance sheets of the Company and its
      Subsidiaries as of December 31, 2003, December 31, 2004 and December 31, 2005
      and the related consolidated statements of income and retained earnings and
      changes in cash flows for the fiscal years then ended (each as subsequently
      restated), with a report thereon or other certification thereof by independent
      certified public accountants of recognized national standing selected by the
      Company and acceptable to Prudential, and (ii) the consolidated balance sheet
      of
      the Company and its Subsidiaries as of June 30, 2006 and the related
      consolidated statements of income and retained earnings for the 6 month period
      then ended, unaudited but certified by the chief financial officer and treasurer
      of the Company. Such financial statements, and all other financial statements
      delivered to Prudential or any Purchaser on or prior to any applicable Closing
      Day (including those delivered pursuant to Section 7.1), fairly present
      (subject, as to interim statements, to changes resulting from audits and
      year-end adjustments), have been prepared in accordance with GAAP consistently
      followed throughout the periods involved and show all liabilities, direct and
      contingent, of the Company and its Subsidiaries required to be shown in
      accordance with such principles. Such balance sheets, and all other balance
      sheets delivered to Prudential or any Purchaser on or prior to any applicable
      Closing Day fairly present in all material respects the consolidated financial
      position of the Company and its Subsidiaries as at the dates thereof, and the
      statements of income and retained earnings and changes in cash flows (subject
      to
      year-end adjustments in the case of the financial statements referred to in
      the
      preceding clause (i) above) fairly present their results of operations for
      the
      periods indicated. Since December 31, 2005, there has not been any material
      adverse change in the business, property, assets, condition (financial or
      otherwise), operations or prospects of the Company and its Subsidiaries taken
      as
      a whole.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    5.4.         
      Organization
and
      Ownership of Shares of
      Subsidiaries.

     

    As
      of the
      First Closing Date:

     

    (a)         
      Schedule
      5.4 contains (except as noted therein) a complete and correct list of the
      Company’s Subsidiaries, showing, as to each Subsidiary, the correct name
      thereof, the jurisdiction of its organization, and the percentage of shares
      of
      each class of its Capital Stock outstanding owned by the Company and each other
      Subsidiary.

     

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

     

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

     

    As
      of
      each Closing Day other than the First Closing Date, the Company has furnished
      to
      the Prudential and the Purchasers of the Notes to be purchased on such Closing
      Day all such supplemental information as is required to make the representations
      set forth in Sections 5.4(a) through (c) above true and correct as of such
      Closing Day.

     

    5.5.         
      Compliance
with
      Laws, Other Instruments, etc.

     

    The
      execution, delivery and performance by each Obligor of the Financing Documents
      to which such Obligor is a party 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 Material 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.

     

    5.6.         
      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 (a) the Company of this Agreement or the Notes and
      (b) if applicable, each Subsidiary Guarantor of the Subsidiary
      Guaranty.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    5.7.         
      Litigation;
      Observance of Statutes and Orders.

     

    (a)         
      Except
      as
      disclosed in Schedule 5.7, there are no actions, suits or proceedings pending
      or, to the knowledge of the Company, threatened against or affecting the Company
      or any Subsidiary or any property of the Company or any Subsidiary in any court
      or before any arbitrator of any kind or before or by any Governmental Authority
      that, individually or in the aggregate, would reasonably be expected to have
      a
      Material Adverse Effect.

     

    (b)         
      Neither
      the Company nor any Subsidiary is in default under 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, would reasonably be expected to
      have a Material Adverse Effect.

     

    5.8.         
      Taxes.

     

    The
      Company and its Subsidiaries have filed all income tax returns that are required
      to have been filed in any jurisdiction, and have paid all taxes shown to be
      due
      and payable on such returns and all other taxes and assessments payable by
      them,
      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.
      Neither the Company nor any Subsidiary has entered into any agreement with
      the
      Internal Revenue Service tolling the statute of limitations that is currently
      in
      effect with respect to any tax returns or any taxes due in respect
      thereof.

     

    5.9.         
      Title
to
      Property; Leases.

     

    The
      Company and its Subsidiaries have good and sufficient title to their respective
      Material properties, including all such properties reflected in the most recent
      audited balance sheet referred to in Section 5.3 or purported to have been
      acquired by the Company or any Subsidiary after said date (except as sold or
      otherwise disposed of in the ordinary course of business), in each case free
      and
      clear of Liens prohibited by this Agreement, except for those defects in title
      and Liens that, individually or in the aggregate, would not have a Material
      Adverse Effect. All Material leases are valid and subsisting and are in full
      force and effect in all material respects.

     

    5.10.         
      Licenses,
      Permits, etc.

     

    Except
      as
      disclosed in Schedule 5.10, the Company and its Subsidiaries own or possess
      all
      licenses, permits, franchises, authorizations, patents, copyrights, service
      marks, trademarks and trade names, or rights thereto, that are Material, without
      known conflict with the rights of others, except for those conflicts that,
      individually or in the aggregate, would not have a Material Adverse
      Effect.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    5.11.         
      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 would 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 section 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 by more than $3,000,000 in the case of any single Plan
      and
      by more than $5,000,000 in the aggregate for all Plans. The term “benefit
      liabilities”
      has the
      meaning specified in section 4001 of ERISA and the terms “current
      value”
      and
“present
      value”
      have the
      meaning specified in section 3 of ERISA.

     

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

     

    (d)         
      The
      expected postretirement benefit obligation (determined 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 5.11(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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (f)         
      Schedule
      5.11 sets forth all ERISA Affiliates and all “employee benefit plans” maintained
      by the Company (or an “affiliate” thereof) or in respect of which the Notes
      could constitute an “employer security” (“employee benefit plan” has the meaning
      specified in section 3 of ERISA, “affiliate” has the meaning specified in
      section 407(d) of ERISA and section V of the Department of Labor Prohibited
      Transaction Exemption 95-60 (60 FR 35925, July 12, 1995) and “employer security”
has the meaning specified in section 407(d) of ERISA).

     

    5.12.         
      Private
Offering
      by the Company.

     

    At
      the
      time of the sale of the Notes, neither the Company nor any agent acting on
      its
      behalf has, directly or indirectly, offered the Notes or any similar security
      of
      the Company for sale to, or solicited any offers to buy the Notes or any similar
      security of the Company from, or otherwise approached or negotiated with respect
      thereto with, any Person other than Prudential and Prudential Affiliates, and
      neither the Company nor any agent acting on its behalf has taken or will take
      any action which would subject the issuance or sale of the Notes to the
      registration requirements of Section 5 of the Securities Act.

     

    5.13.         
      Use
of
      Proceeds; Margin Regulations.

     

    The
      Company will apply the proceeds of the sale (i) of the Series C Notes as set
      forth in Schedule 5.13 and (ii) of any other Notes as set forth in any
      Request for Purchase delivered to Prudential in respect such Notes. None of
      the
      proceeds of the sale of any Notes will be used to finance a Hostile Tender
      Offer. No part of the proceeds from the sale of the Notes hereunder will be
      used, directly or indirectly, for the purpose of buying or carrying any margin
      stock within the meaning of Regulation U of the Board of Governors of the
      Federal Reserve System (12 CFR 221), or for the purpose of buying or
      carrying or trading in any securities under such circumstances as to involve
      the
      Company in a violation of Regulation X of said Board (12 CFR 224) or
      to involve any broker or dealer in a violation of Regulation T of said
      Board (12 CFR 220). Margin stock does not constitute more than 5% of the value
      of the consolidated assets of the Company and its Subsidiaries and the Company
      does not have any present intention that margin stock will constitute more
      than
      5% of the value of such assets. As used in this Section, the terms “margin
      stock”
and
      “purpose
      of buying or carrying”
shall
      have the meanings assigned to them in said Regulation U.

     

    5.14.         
      Existing
Indebtedness.

     

    Except
      as
      described therein, Schedule 5.14 sets forth a complete and correct list of
      all
      outstanding Indebtedness of the Company and its Subsidiaries as of the First
      Closing Date. Neither the Company nor any Subsidiary is in default and no waiver
      of default is currently in effect, in the payment of any principal or interest
      on any Indebtedness of the Company or such Subsidiary and no event or condition
      exists with respect to any Indebtedness of the Company or any Subsidiary the
      outstanding principal amount of which exceeds $1,000,000 that would permit
      (or
      that with notice or the lapse of time, or both, would permit) one or more
      Persons to cause such Indebtedness to become due and payable before its stated
      maturity or before its regularly scheduled dates of payment.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    5.15.         
      Foreign
Assets
      Control Regulations, etc.

     

    Neither
      the sale of any Notes by the Company hereunder nor its use of the proceeds
      thereof will violate (a) the Trading with the Enemy Act, as amended, or (b)
      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. Without limiting the foregoing,
      (i) neither the Company nor any Subsidiary is or will become a blocked Person
      described by Section 1 of Executive Order 13224 of September 24, 2001, Blocking
      Property and Prohibiting Transactions With Persons Who Commit, Threaten to
      Commit, or Support Terrorism (31 CFR Part 595 et seq.) and (ii) the Company
      and
      its Subsidiaries shall use all commercially reasonable efforts to refrain from
      engaging in any dealings or transactions, or is otherwise associated, with
      any
      such Person.

     

    5.16.        
      Status
under
      Certain
      Statutes.

     

    Neither
      the Company nor any Subsidiary is (a) subject to regulation under the Investment
      Company Act of 1940, as amended, the Public Utility Holding Company Act of
      2005,
      as amended, or the Federal Power Act, as amended or (b) in violation of the
      USA
      Patriot Act.

     

    
      	
              6.

            	
              REPRESENTATIONS
OF
                THE
                PURCHASER.

            


    

     

    6.1.         
      Purchase
for
      Investment.

     

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

     

    6.2.         
      Source
of
      Funds.

     

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

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (d)         
      the
      Source constitutes assets of an “investment fund” (within the meaning of part V
      of PTE 84-14 (the “QPAM
      Exemption”)) managed
      by a “qualified professional asset manager” or “QPAM” (within the meaning of
      part V of the QPAM Exemption), no employee benefit plan’s assets that are
      included in such investment fund, when combined with the assets of all other
      employee benefit plans established or maintained by the same employer or by
      an
      affiliate (within the meaning of section V(c)(1) of the QPAM Exemption) of
      such
      employer or by the same employee organization and managed by such QPAM, exceed
      20% of the total client assets managed by such QPAM, the conditions of part
      I(c)
      and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person
      controlling or controlled by the QPAM (applying the definition of “control” in
      section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company
      and (i) the identity of such QPAM and (ii) the names of all employee benefit
      plans whose assets are included in such investment fund have been disclosed
      to
      the Company in writing pursuant to this paragraph (d); or

     

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

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (f)         
      the
      Source is a governmental plan; or

     

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

     

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

     

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

     

    
      	
              7.

            	
              INFORMATION
AS
                TO
                COMPANY.

            


    

     

    7.1.         
      Financial
and
      Business Information.

     

     

    The
      Company shall deliver to 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 consolidated financial position of the companies being reported on and
      their
      consolidated 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 90 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,

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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 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 that shall have become effective
      (without exhibits except as expressly requested by such holder), and each final
      prospectus and all amendments thereto filed by the Company or any Subsidiary
      with the Securities and Exchange Commission;

     

    (d)         
      Notice
      of Default or Event of Default.
      -- promptly, and in any event within five Business Days after a Responsible
      Officer becoming aware of the existence of any Default or Event of Default,
      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.
      -- with reasonable promptness, and in any event within five Business Days
      after a Responsible Officer becoming aware of any of the following, a written
      notice setting forth the nature thereof and the action, if any, that the Company
      or an ERISA Affiliate proposes to take with respect thereto:

     

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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

    (f)         
      Rule
      144A.
      -- with reasonable promptness, after any holder of Notes so requests, such
      information regarding the Obligors required to satisfy the requirements of
      Rule
      144A under the Securities Act, as amended from time to time, in connection
      with
      any contemplated transfer of the Notes pursuant to Rule 144A; 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 any Obligor
      to perform its obligations under the Financing Documents to which it is a party
      as from time to time may be reasonably requested by any such holder of
      Notes.

     

    7.2.         
      Officer’s
Certificate.

     

    Each
      set
      of financial statements delivered to a holder of Notes pursuant to Section
      7.1(a) or Section 7.2(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
      10.5, Section 10.6 and Section 10.9, during the quarterly or annual period
      covered by the statements then being furnished (including with respect to each
      such Section, where applicable, the calculations of the maximum or minimum
      amount, ratio or percentage, as the case may be, permissible under the terms
      of
      such Sections, and the calculation of the amount, ratio or percentage at the
      end
      of such period or 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.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    7.3.        
      Inspection.

     

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

     

    (a)         
      No
      Default.
      -- if no Default or Event of Default then exists, at the expense of such
      holder and upon reasonable prior notice to the Company and during normal
      business hours unless otherwise agreed by 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) to
      visit the other offices and properties of the Company and each Subsidiary,
      all
      at such reasonable times and as often as may be reasonably requested in writing;
      provided that neither the Company nor any of its Subsidiaries shall be required
      to disclose information that the Company or such Subsidiary is prohibited from
      disclosing by the terms of a confidentiality agreement binding upon the Company
      or such Subsidiary and not entered into in contemplation of this clause (a)
      provided the Company has made a good faith attempt to obtain consent from the
      party in whose favor the obligation of confidentiality was made to permit
      disclosure of the relevant information; and

     

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

     

    
      	
              8.

            	
              PREPAYMENT
OF
                THE
                NOTES.

            


    

     

    8.1.         
      Required
Prepayments.

     

    The
      outstanding principal amount, if any, of (a) the Series C Notes shall
      be
      repaid by the Company, at par and without payment of the Make-Whole Amount
      or
      any premium, on December 22, 2016 and (b) any other Series of Notes shall be
      repaid by the Company at par and without payment of the applicable Make-Whole
      Amount or Optional Floating Rate Prepayment Amount or any premium, on the
      maturity date specified for such Series in the applicable Confirmation of
      Acceptance.

     

    8.2.         
      Optional
Prepayments
      .

     

    (a)         
      Minimum
      Prepayment.
      The
      Company may, at its option, upon notice as provided below, prepay at any time
      (provided that if any Floating Rate Shelf Notes are outstanding at such time
      such date must be at the end of an Interest Period) all, or from time to time
      any part of, the Notes, in an amount not less than $5,000,000 (and integral
      multiples of $100,000 thereof) which may be prepaid by the Company at such
      time
      then outstanding and, in the case of a partial prepayment, at 100% of the
      principal amount so prepaid, plus the applicable Make-Whole Amount, Breakage
      Cost Obligation or Optional Floating Rate Prepayment Amount, if any, determined
      for the prepayment date with respect to such Notes and such principal
      amount.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (b)         
      Prepayment
      and Notice to Holders of Fixed Rate Notes.
      The
      Company will give each holder of Fixed Rate Notes written notice of each
      optional prepayment under this Section 8.2 not less than 30 days and not more
      than 60 days prior to the date fixed for such prepayment. Each such notice
      shall
      state that it is being provided pursuant to this Section 8.2, shall specify
      the
      date of such prepayment (which shall be a Business Day), the Series and the
      aggregate principal amount of the Fixed Rate Notes to be prepaid on such date,
      the principal amount of each Fixed Rate Note of each Series held by such holder
      to be prepaid (determined in accordance with Section 8.5), and the interest
      to
      be paid on the prepayment date with respect to such principal amount being
      prepaid, and shall be accompanied by a certificate of a Senior Financial Officer
      as to the estimated 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 Fixed Rate Notes a
      certificate of a Senior Financial Officer specifying the calculation of such
      Make-Whole Amount as of the specified prepayment date.

     

    (c)         
      Optional
      Prepayments of Floating Rate Shelf Notes. The
      Company will give each holder of Floating Rate Shelf Notes written notice of
      each optional prepayment under this Section 8.2 not less than 30 days and not
      more than 60 days prior to the date fixed for such prepayment. Each such notice
      shall state that it is being provided pursuant to this Section 8.2, shall
      specify the date of such prepayment (which shall be a Business Day), the Series
      and the aggregate principal amount of each Floating Rate Shelf Note of each
      Series held by such holder to be prepaid on such date, the principal amount
      of
      each Floating Rate Shelf Note held by such holder to be prepaid (determined
      in
      accordance with Section 8.5), the interest to be paid on the prepayment date
      with respect to such principal amount being prepaid, and the Optional Floating
      Rate Prepayment Amount, if any, with respect to such Series to be paid by the
      Company in connection with such prepayment. The “Optional
      Floating Rate Prepayment Amount” shall
      mean, as to any Series of Floating Rate Shelf Notes as of any date, an amount
      equal to the product of (i) the aggregate principal amount of the Floating
      Rate
      Shelf Notes of such Series to be prepaid on such date under this Section 8.2
      and
      (ii) the applicable percentage set forth in the following table opposite the
      period during which such prepayment occurs:

     

    
      
        	
                Period
                  During Which Prepayment Occurs

              	 	
                Applicable
                  Percentage

              
	
                Closing
                  Day of such Series through and including the first anniversary
                  of such
                  Closing Day

              	 	
                2%

              
	
                The
                  day after the first anniversary of the Closing Day of such Series
                  through
                  and including the second anniversary of such Closing Day

              	 	
                1%

              


      

    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    8.3.        
      Prepayment
of
      Notes Upon Change in
      Control.

     

    (a)         
      Notice
      of Change in Control.
      The
      Company will, within five Business Days after any Responsible Officer has
      knowledge of the occurrence of any Change in Control, give written notice of
      such Change in Control to each holder of Notes. In the case that a Change in
      Control has occurred, such notice shall contain and constitute an offer to
      prepay Notes as described in subsection (b) of this Section 8.3 and shall be
      accompanied by the certificate described in subsection (e) of this Section
      8.3.

     

    (b)         
      Offer
      to Prepay Notes.
      The
      offer to prepay Notes contemplated by subsection (a) of this Section 8.3 shall
      be an offer to prepay, in accordance with and subject to this Section 8.3,
      all,
      but not less than all, of the Notes held by each holder (in this case and in
      the
      case of Section 8.4(a) only, “holder”
in
      respect of any Note registered in the name of a nominee for a disclosed
      beneficial owner shall mean such beneficial owner) on a date specified in such
      offer (the “Change
      in Control Prepayment Date”),
      that
      is not less than 45 days and not more than 60 days after the date of such offer
      (if the Change in Control Prepayment Date shall not be specified in such offer,
      the Change in Control Prepayment Date shall be the 45th day after the date
      of
      such offer).

     

    (c)         
      Acceptance;
      Rejection.
      A
      holder of Notes may accept the offer to prepay made pursuant to this Section
      8.3
      by causing a notice of such acceptance to be delivered to the Company not more
      than 30 days after the date the written offer notice referred to in subsection
      (a) of this Section 8.3 is given to the holders of the Notes. A failure by
      a
      holder of Notes to respond to an offer to prepay made pursuant to this Section
      8.3 shall be deemed to constitute a rejection of such offer by such holder
      on
      the last date for acceptance provided for in this subsection (c).

     

    (d)         
      Prepayment.
      Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be
      at
      100% of the principal amount of such Notes, together with interest on such
      Notes
      accrued to the applicable Change in Control Prepayment Date and, in respect
      of
      all Floating Rate Shelf Notes, if any, to be so prepaid, any Breakage Cost
      Obligation to be paid in accordance with the provisions of Section 8.9(b).
      Each
      prepayment of Notes pursuant to this Section 8.3 shall be made on the applicable
      Change in Control Prepayment Date.

     

    (e)         
      Officer’s
      Certificate.
      Each
      offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied
      by a
      certificate, executed by a Senior Financial Officer of the Company and dated
      the
      date of such offer, specifying: (i) the proposed Change in Control Prepayment
      Date; (ii) that such offer is made pursuant to this Section 8.3; (iii) the
      principal amount of each Note offered to be prepaid; (iv) the interest that
      would be due on each Note offered to be prepaid as of the Change in Control
      Prepayment Date; (v) that the conditions of this Section 8.3 have been
      fulfilled; and (vi) in reasonable detail, the nature and date of the Change
      in
      Control (including, if known, the name or names of the Person or Persons
      acquiring control).

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (f)         
      Change
      in Control Defined.
      A
“Change
      in Control”
shall
      occur if any Person or group of Persons acting in concert, together with
      Affiliates thereof (other than members of the Brown Family), shall in the
      aggregate, directly or indirectly, control or own (beneficially or otherwise)
      more than 50% of the issued and outstanding Voting Stock of the Company at
      any
      time after the First Closing Date or shall otherwise have the ability to elect
      a
      majority of the members of the board of directors of the Company.

     

    8.4.         
      Offer
to
      Prepay upon the Sale of Certain
      Assets.

     

    (a)         
      Notice
      and Offer.
      In the
      event of any Debt Prepayment Application under Section 10.3 of this Agreement
      (a
“Debt
      Prepayment Transfer”),
      the
      Company will offer to prepay the Notes (the “Transfer
      Prepayment Offer”)
      in
      compliance with the requirements for a Debt Prepayment Application (as set
      forth
      in the definition thereof), and give written notice of such offer to each holder
      of Notes. Such written notice shall contain, and such written notice shall
      constitute, an irrevocable offer to prepay, at the election of each holder,
      a
      portion of the Notes held by such holder equal to such holder’s Ratable Portion
      of the Net Proceeds in respect of such Debt Prepayment Transfer on a date
      specified in such notice (the “Transfer
      Prepayment Date”)
      that is
      not less than thirty (30) days and not more than sixty (60) days after the
      date
      of such notice, together with interest on the amount to be so prepaid accrued
      to
      the Transfer Prepayment Date and, in respect of all Floating Rate Shelf Notes,
      if any, to be so prepaid, any Breakage Cost Obligation to be paid in accordance
      with the provisions of Section 8.9(b). If the Transfer Prepayment Date shall
      not
      be specified in such notice, the Transfer Prepayment Date shall be the fortieth
      (40th) day after the date of such notice.

     

    (b)         
      Acceptance
      and Payment.
      To
      accept such Transfer Prepayment Offer, a holder of Notes shall cause a notice
      of
      such acceptance to be delivered to the Company not later than ten (10) Business
      Days after the date of such written notice from the Company, provided, that
      failure to accept such offer in writing within ten (10) Business Days after
      the
      date of such written notice shall be deemed to constitute a rejection of the
      Transfer Prepayment Offer. If so accepted by any holder of a Note, such offered
      prepayment (equal to not less than such holder’s Ratable Portion of the Net
      Proceeds in respect of such Debt Prepayment Transfer) shall be due and payable
      on the Transfer Prepayment Date. Such offered prepayment shall be made at one
      hundred percent (100%) of the principal amount of such Notes being so prepaid,
      together with interest on such principal amount then being prepaid accrued
      to
      the Transfer Prepayment Date and, in respect of all Floating Rate Shelf Notes,
      if any, to be so prepaid, any Breakage Cost Obligation to be paid in accordance
      with the provisions of Section 8.9(b).

     

    (c)         
      Officer’s
      Certificate.
      Each
      Transfer Prepayment Offer pursuant to this Section 8.4 shall be accompanied
      by a
      certificate, executed by a Senior Financial Officer of the Company and dated
      the
      date of such offer, specifying (i) the Transfer Prepayment Date, (ii) the Net
      Proceeds in respect of the applicable Debt Prepayment Transfer, (iii) that
      such
      offer is being made pursuant to Section 8.4 and Section 10.3 of this Agreement,
      (iv) the principal amount of each Note offered to be prepaid, (v) the interest
      that would be due on each Note offered to be prepaid, accrued to the Transfer
      Prepayment Date, (vi) the calculation of the Ratable Portion of the Net Proceeds
      in respect of such Debt Prepayment Transfer and (vii) in reasonable detail,
      the
      nature of the Transfer giving rise to such Debt Prepayment Transfer and
      certifying that no Default or Event of Default exists or would exist after
      giving effect to the prepayment contemplated by such offer.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (d)         
      Notice
      Concerning Status of Holders of Notes.
      Promptly after each Transfer Prepayment Date and the making of all prepayments
      contemplated on such Transfer Prepayment Date under this Section 8.4 (and,
      in
      any event, within thirty (30) days thereafter), the Company shall deliver to
      each holder of Notes a certificate signed by a Senior Financial Officer of
      the
      Company containing a list of the then current holders of Notes (together with
      their addresses) and setting forth as to each such holder the outstanding
      principal amount of Notes held by such holder at such time.

     

    8.5.         
      Allocation
of
      Partial Prepayments.

     

    In
      the
      case of each partial prepayment of the Notes pursuant to Section 8.2, the
      principal amount of the Notes to be prepaid shall be allocated among all of
      the
      Notes of each Series in respect of which a prepayment is to be made at the
      time
      outstanding in proportion, as nearly as practicable, to the respective unpaid
      principal amounts thereof not theretofore called for prepayment.

     

    8.6.         
      Maturity;
      Surrender, etc.

     

    In
      the
      case of each prepayment of Notes pursuant to this Section 8, the principal
      amount of each Note to be prepaid shall mature and become due and payable on
      the
      date fixed for such prepayment, together with interest on such principal amount
      accrued to such date and the applicable Make-Whole Amount, Optional Floating
      Rate Prepayment Amount and Breakage Cost Obligation, 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 applicable Make-Whole Amount, Optional
      Floating Rate Prepayment Amount and Breakage Cost Obligation, 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.

     

    8.7.         
      Purchase
of
      Notes.

     

    The
      Company will not and will not permit any Affiliate to purchase, redeem, prepay
      or otherwise acquire, directly or indirectly, any of the outstanding Notes
      except (a) upon the payment or prepayment of the Notes in accordance with the
      terms of this Agreement and the Notes or (b) pursuant to an offer to purchase
      made by the Company or an Affiliate pro rata (without regard to Series) to
      the
      holders of all Notes at the time outstanding upon substantially the same terms
      and conditions. Any such offer shall provide each holder with sufficient
      information to enable it to make an informed decision with respect to such
      offer, and shall remain open for at least 14 Business Days. If the holders
      of
      more than 15% of the principal amount of the Notes then outstanding timely
      accept such offer, the Company shall promptly notify the remaining holders
      of
      such fact and the expiration date for the acceptance by holders of Notes of
      such
      offer shall be extended by the number of days necessary to give each such
      remaining holder at least 10 Business Days from its receipt of such notice
      to
      accept such offer. The Company will promptly cancel all Notes acquired by it
      or
      any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant
      to any provision of this Agreement and no Notes may be issued in substitution
      or
      exchange for any such Notes.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    8.8.         
      Make-Whole
      Amount.

     

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

     

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

            


    

     

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

            


    

     

    
      	 	
              “Reinvestment
                Yield”
                means, with respect to the Called Principal of any Fixed Rate Note
                of any
                Series, 0.50% over the yield to maturity implied by (i) the yields
                reported, as of 10:00 A.M. (New York City time) on the second Business
                Day
                preceding the Settlement Date with respect to such Called Principal,
                on
                the display designated as “Page PX1” on the Bloomberg Financial Market
                Service (or such other display as may replace Page PX1 on Bloomberg
                Financial Market Service) for actively traded U.S. Treasury securities
                having a maturity equal to the Remaining Average Life of such Called
                Principal as of such Settlement Date, or (ii) if such yields are
                not
                reported as of such time or the yields reported as of such time are
                not
                ascertainable, the Treasury Constant Maturity Series Yields reported,
                for
                the latest day for which such yields have been so reported as of
                the
                second Business Day preceding the Settlement Date with respect to
                such
                Called Principal, in Federal Reserve Statistical Release H.15 (519)
                (or
                any comparable successor publication) for actively traded U.S. Treasury
                securities having a constant maturity equal to the Remaining Average
                Life
                of such Called Principal as of such Settlement Date. Such implied
                yield
                will be determined, if necessary, by (a) converting U.S. Treasury
                bill
                quotations to bond-equivalent yields in accordance with accepted
                financial
                practice and (b) interpolating linearly between (1) the actively
                traded
                U.S. Treasury security with the duration closest to and greater than
                the
                Remaining Average Life and (2) the actively traded U.S. Treasury
                security
                with the duration closest to and less than the Remaining Average
                Life. The
                Reinvestment Yield will be rounded to the number of decimals as appears
                in
                the coupon for the applicable Series of Fixed Rate
                Notes.

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	 	
              “Remaining
                Average Life”
                means, with respect to any Called Principal of any Series of Fixed
                Rate
                Notes, the number of years (calculated to the nearest one-twelfth
                year)
                obtained by dividing (i) such Called Principal into (ii) the sum
                of the
                products obtained by multiplying (a) the principal component of each
                Remaining Scheduled Payment with respect to such Called Principal
                by (b)
                the number of years (calculated to the nearest one-twelfth year)
                that will
                elapse between the Settlement Date with respect to such Called Principal
                and the scheduled due date of such Remaining Scheduled
                Payment.

            


    

     

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

            


    

     

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

            


    

     

    8.9.         
      Floating
Rate
      Note Shelf Provisions
      .

     

    (a)        
      Interest. Floating
      Rate Shelf Notes shall bear interest on the unpaid balance thereof, during
      each
      Interest Period, at a rate per annum equal to the LIBOR Rate or Prime Rate,
      as
      applicable, in respect of such Interest Period. The LIBOR Rate in respect of
      any
      such Interest Period shall be determined (a) by Prudential so long as Prudential
      Affiliates hold at least 66 2/3% of the aggregate principal amount of the Shelf
      Notes outstanding at such time, and (b) in all other circumstances, by the
      holder(s) of the largest aggregate principal amount of Floating Rate Shelf
      Notes
      outstanding at such time. Interest on the Floating Rate Shelf Notes shall (1)
      be
      payable (w) on the last day of each Interest Period or if such Interest Period
      is longer than three (3) months, on the date which occurs three (3) months
      after
      the first day of such Interest Period, (x) on the date of any prepayment (on
      the
      amount prepaid), (y) at maturity (whether accelerated or otherwise) and (z)
      after such maturity, on demand; and (2) be computed on the actual number of
      days
      elapsed over, in the case of any Floating Rate Shelf Note bearing interest
      at
      the LIBOR Rate, a year of 360 days and, in the case of any Floating Rate Shelf
      Note bearing interest at the Prime Rate, a year of 365 or 366 days, as the
      case
      may be.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (i)         
      The
      initial Interest Period for each Series of Floating Rate Shelf Notes shall
      be as
      provided in the applicable Confirmation of Acceptance in respect of such Series.
      Thereafter, in an irrevocable written notice received from the Company by each
      holder of a Floating Rate Shelf Note of such Series no later than 12:00 noon
      New
      York City time on the third Business Day prior to the end of an Interest Period
      with respect to any outstanding Floating Rate Shelf Note, the Company shall
      elect the next applicable Interest Period for such Shelf Note; provided,
      that
      (a) at no time may more than one Interest Period be in effect with respect
      to
      each Series of Floating Rate Shelf Notes and (b) the Company may not select
      any
      Interest Period for any Series of Floating Rate Shelf Notes that would extend
      beyond the maturity date of such Series of Shelf Notes. Such change in Interest
      Period shall be effective as of the end of the then current Interest
      Period.

     

    (ii)         
      If
      the
      Company fails to properly give any notice with respect to any outstanding
      Floating Rate Shelf Note pursuant to Section 8.9(a)(i) in a timely manner,
      the
      Company shall be deemed to have elected an Interest Period of equivalent
      duration to the immediately preceding Interest Period. Promptly after the
      beginning of each Interest Period, at the written request of the Company,
      Prudential or the holder of the greatest aggregate principal amount of the
      applicable Series of Floating Rate Shelf Notes, as provided in clause (i) of
      this Section 8,9, shall notify the Company of the LIBOR Rate or Prime Rate
      for
      such Interest Period. Failure to give any such notice shall not affect the
      obligations of the Company hereunder nor create any liability on any holder
      of
      such Shelf Note. Each determination of the applicable interest rate on any
      portion of the outstanding principal amount of such Series of Floating Rate
      Shelf Notes for any Interest Period by such holder of the Shelf Notes of the
      applicable Series in accordance with this Section 8.9(a)(ii) shall be conclusive
      and binding upon the Company and all holders of such Shelf Notes absent manifest
      error.

     

    (b)         
      Breakage
      Cost Obligation.

     

    (i)         
      The
      Company agrees to indemnify each holder of any Floating Rate Shelf Notes which
      bear interest at the LIBOR Rate for, and to pay promptly to such holder upon
      written request, any amounts required to compensate such holder for any losses,
      costs or expenses sustained or incurred by such holder (including, without
      limitation, any loss (excluding loss of anticipated profits and punitive
      damages), cost or expense sustained or incurred by reason of the liquidation
      or
      reemployment of deposits or other funds acquired to fund or maintain any loan
      evidenced by a Floating Rate Shelf Note) as a consequence of (a) any event
      (including any prepayment of Floating Rate Shelf Notes pursuant to Sections
      8.2,
      8.3 or 8.4 or any acceleration of Floating Rate Shelf Notes in accordance with
      Section 12.1) which results in (x) such holder receiving any amount on account
      of the principal of a Floating Rate Shelf Note prior to the end of the Interest
      Period in effect therefor or (y) the conversion of the interest rate applicable
      to any Floating Rate Shelf Note from the LIBOR Rate to the Prime Rate pursuant
      to any provision of this Section 8.9 other than on the last day of the Interest
      Period in effect therefor, (b) any default in the making of any payment or
      prepayment required to be made in respect of the Floating Rate Shelf Notes,
      or
      (c) the closing of the purchase and sale of any Floating Rate Shelf Note being
      delayed for any reason beyond the date which is ten (10) days following the
      Acceptance Day in respect of such Floating Rate Shelf Note (such amount being
      the “Breakage
      Cost Obligation”).

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (ii)         
      A
      certificate of any holder of Floating Rate Shelf Notes setting forth any amount
      or amounts which such holder is entitled to receive pursuant to this Section
      8.9(b), together with calculations in reasonable detail reflecting the basis
      for
      such amount or amounts, shall be delivered to the Company and shall be
      conclusive absent manifest error. Subject to the preceding sentence, the Company
      agrees to pay such holder the amount shown as due on any such certificate within
      five (5) Business Days after receipt of such certificate and accompanying
      calculation.

     

    (c)         
      Reserve
      Requirement, Change in Circumstances.

     

    (i)         
      Notwithstanding
      any other provision of this Agreement, if after the First Closing Date any
      change in applicable law or regulation or in the interpretation or
      administration thereof by any Governmental Authority charged with the
      interpretation or administration thereof (whether or not having the force of
      law) shall change the basis of taxation of payments to any holder of a Floating
      Rate Shelf Note which bears interest at the LIBOR Rate of the principal of
      or
      interest on any such Floating Rate Shelf Note or any fees, expenses or
      indemnities payable hereunder (other than changes in respect of franchise or
      other taxes imposed on the overall net income of such holder or any participant
      by the United States or the jurisdiction in which such holder or such
      participant has its principal office or by any political subdivision or taxing
      authority therein), or shall impose, modify or deem applicable any reserve,
      special deposit or similar requirement against assets of, deposits with or
      for
      the account of or credit extended by any holder of Floating Rate Shelf Notes
      which bear interest at the LIBOR Rate or shall impose on such holder or the
      London interbank market any other condition affecting this Agreement or such
      Floating Rate Shelf Notes held by such holder and the result of any of the
      foregoing shall be to increase the cost to such holder of making or maintaining
      any loan at the LIBOR Rate or to reduce the amount of any payment received
      or
      receivable by such holder hereunder or under any of such Floating Rate Shelf
      Notes (whether of principal, interest or otherwise) by an amount reasonably
      deemed by such holder to be material, then, subject to Section 8.9(d) hereof,
      the Company will pay to such holder such additional amount or amounts as will
      compensate such holder for such additional costs incurred or reduction suffered.
      

     

    (ii)         
      If
      any
      holder of a Floating Rate Shelf Note which bears interest at the LIBOR Rate
      shall have reasonably determined that the adoption after the date hereof of
      any
      law, rule, regulation, agreement or guideline regarding capital adequacy, or
      any
      change after the date hereof in any such law, rule, regulation, agreement or
      guideline (whether such law, rule, regulation, agreement or guideline has been
      adopted before or after the date hereof) or in the interpretation or
      administration thereof, or compliance by such holder with any request or
      directive regarding capital adequacy (whether or not having the force of law)
      of
      any Governmental Authority has or would have the effect of reducing the rate
      of
      return on such holder’s capital as a consequence of extending credit with
      respect to such Floating Rate Shelf Note to a level below that which such holder
      could have achieved but for such applicability, adoption, change or compliance
      (taking into consideration such holder’s policies with respect to capital
      adequacy) by an amount deemed by such holder to be material, then from time
      to
      time the Company agrees to pay to such holder, subject to Section 8.9(d) hereof
      and the foregoing provisions of this Section 8.8(c)(ii), such additional amount
      or amounts as will compensate such holder for any such reduction
      suffered.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (iii)         
      A
      holder
      of Floating Rate Shelf Notes shall deliver to the Company, promptly after it
      has
      made a determination that any of the circumstances specified in the foregoing
      clauses (i) or (ii) apply, a certificate setting forth (a) the amount or amounts
      necessary to compensate such holder as specified in clause (i) or (ii) above,
      which certificate shall be conclusive absent manifest error and (b) the Prime
      Rate that would be applicable to any such Floating Rate Shelf Notes if the
      Company converts such Floating Rate Shelf Notes from the LIBOR Rate to the
      Prime
      Rate pursuant to Section 8.9(d) hereof. Subject to Section 8.9(d) hereof and
      the
      foregoing provisions of this Section 8.9(c)(iii), the Company agrees to pay
      such
      holder the amount shown as due, referred to in clause (a) of this Section
      8.9(c)(iii), on any such certificate within five (5) Business Days after its
      receipt of the same.

     

    (iv)         
      Subject
      to Section 8.9(c)(v), failure or delay on the part of any holder of Floating
      Rate Shelf Notes to demand compensation for any increased costs or reduction
      in
      amounts received or receivable or reduction in return on capital shall not
      constitute a waiver of such holder’s right to demand such compensation with
      respect to any period. The protection of this paragraph shall be available
      to
      any such holder regardless of any possible contention of the invalidity or
      inapplicability of the law, rule, regulation, agreement, guideline or other
      change or condition that shall have occurred or been imposed.

     

    (v)         
      Notwithstanding
      the foregoing clauses (i) and (ii) of this Section 8.9(c) and subject to Section
      8.9(d) hereof, the Company shall only be obligated to compensate a holder of
      Floating Rate Shelf Notes for any amount described in such clauses (i) or (ii)
      arising or accruing during (a) any time period commencing not more than three
      months prior to the date on which such holder shall have notified the Company
      that such holder proposes to demand such compensation and shall have identified
      to the Company the statute, regulation or other basis upon which the claimed
      compensation is or will be based and (b) any time or period during which,
      because of the retroactive application of the statute, regulation or other
      basis, such holder did not know that such amount would arise or
      accrue.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (d)         
      Illegality. Notwithstanding
      any other provision of this Agreement, if, after the date hereof, any change
      in
      any law or regulation or in the interpretation thereof by any Governmental
      Authority charged with the administration or interpretation thereof shall make
      it unlawful for any holder of the Floating Rate Shelf Notes to extend credit
      at
      the LIBOR Rate or to give effect to its obligations as contemplated hereby
      with
      respect to any extension of credit at the LIBOR Rate, then (i) such holder
      shall
      promptly deliver to the Company a certificate notifying the Company of such
      circumstances and setting forth the Prime Rate that would be applicable to
      any
      such Floating Rate Shelf Notes and (ii) the obligation of such holder to extend
      credit with respect to the Floating Rate Shelf Notes at the LIBOR Rate or to
      continue extending credit at the LIBOR Rate shall forthwith be cancelled and,
      until such time as it shall no longer be unlawful for such holder to extend
      credit at the LIBOR Rate, such holder shall then be obligated only to extend
      credit at the Prime Rate.

     

    (e)         
      Inability
      to Determine Interest Rate.
      If one
      (1) Business Day prior to the first day of any Interest Period, any holder
      of
      Floating Rate Shelf Notes shall have determined in good faith (which
      determination shall be conclusive and binding upon the Company) that, by reason
      of circumstances affecting the London interbank market, adequate and reasonable
      means do not exist for ascertaining the LIBOR Rate for such Interest Period
      in
      accordance with the definition of “LIBOR Rate”, such holder shall give facsimile
      or telephonic notice followed by written notice thereof to the Company as soon
      as practicable thereafter. If such notice is given, any outstanding Floating
      Rate Shelf Notes bearing interest at the LIBOR Rate shall be converted, at
      the
      end of the then applicable Interest Period, to bear interest at the Prime Rate.
      Each such Floating Rate Shelf Note shall continue to bear interest at the Prime
      Rate until such time as such holder has determined in good faith that adequate
      and reasonable means exist for ascertaining the LIBOR Rate. Upon any such
      determination by such holder, such holder shall promptly deliver to the Company
      written notice that circumstances causing such conversion from the LIBOR Rate
      to
      the Prime Rate have ceased, and on the first day of the next succeeding Interest
      Period (deemed to be the Interest Period of equivalent duration to the Interest
      Period elected by the Company in the most recent written notice received from
      the Company to each holder of a Floating Rate Shelf Note pursuant to Section
      8.9(a)(i)), each Floating Rate Shelf Note may, at the option of the Company,
      bear interest at the LIBOR Rate determined as originally defined
      hereby.

     

    (f)         
      Effectiveness
      of Provisions.
      The
      provisions of this Section 8.9 shall remain operative and in full force and
      effect regardless of the expiration of the term of this Agreement, the
      consummation of the transactions contemplated hereby, the repayment of any
      of
      the Floating Rate Shelf Notes, the invalidity or unenforceability of any term
      or
      provision of this Agreement or any Floating Rate Shelf Note, or any
      investigation made by or on behalf of any holder of Floating Rate Shelf
      Notes.

     

    (g)         
      Avoidance
      by holders of Notes.
      Each of
      the holders of the Notes agrees that, upon the occurrence of any event giving
      rise to the operation of Section 8.9(c) or Section 8.9(d) with respect to such
      holder it will, if requested by the Company, use reasonable efforts (subject
      to
      overall policy considerations of such holder for any loans affected by such
      event), to avoid the consequence of the event giving rise to the operation
      of
      any such paragraph, provided
      that any
      action taken in connection with such efforts does not result in such holder
      suffering any material economic, legal or regulatory disadvantage. Nothing
      in
      this Section 8.9(g) shall affect or postpone any of the obligations of the
      Company or the right of the holders of Note provided in Section 8.9(c) or
      Section 8.9(d).

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              AFFIRMATIVE
                COVENANTS.

            


    

     

    The
      Company covenants that so long as any of the Notes are outstanding:

     

    9.1.         
      Compliance
with
      Law.

     

    The
      Company will, and will cause each of its Subsidiaries to, comply with all laws,
      ordinances or governmental rules or regulations to which each of them is
      subject, including, without limitation, Environmental Laws, and will obtain
      and
      maintain in effect all licenses, certificates, permits, franchises and other
      governmental authorizations necessary to the ownership of their respective
      properties or to the conduct of their respective businesses, in each case to
      the
      extent necessary to ensure that non-compliance with such laws, ordinances or
      governmental rules or regulations or failures to obtain or maintain in effect
      such licenses, certificates, permits, franchises and other governmental
      authorizations would not reasonably be expected, individually or in the
      aggregate, to have a materially adverse effect on the business, operations,
      affairs, financial condition, properties or assets of the Company and its
      Subsidiaries taken as a whole.

     

    9.2.         
      Insurance.

     

    The
      Company will, and will cause each of its Subsidiaries to, maintain, with
      financially sound and reputable insurers, insurance with respect to their
      respective properties and businesses against such casualties and contingencies,
      of such types, on such terms and in such amounts (including deductibles,
      co-insurance and self-insurance, if adequate reserves are maintained with
      respect thereto) as is customary in the case of entities of established
      reputations engaged in the same or a similar business and similarly
      situated.

     

    9.3.         
      Maintenance
of
      Properties.

     

    The
      Company will, and will cause each of its Subsidiaries to, maintain and keep,
      or
      cause to be maintained and kept, their respective properties in good repair,
      working order and condition (other than ordinary wear and tear), so that the
      business carried on in connection therewith may be properly conducted at all
      times, provided
      that
      this Section 9.3 shall not prevent the Company or any Subsidiary from
      discontinuing the operation and the maintenance of any of its properties if
      such
      discontinuance is desirable in the conduct of its business and the Company
      has
      concluded that such discontinuance would not, individually or in the aggregate,
      have a materially adverse effect on the business, operations, affairs, financial
      condition, properties or assets of the Company and its Subsidiaries taken as
      a
      whole.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    9.4.         
      Payment
of
      Taxes.

     

    The
      Company will, and will cause each of its Subsidiaries to, file all income tax
      or
      similar tax returns required to be filed in any jurisdiction and to pay and
      discharge all taxes shown to be due and payable on such returns and all other
      taxes, assessments, governmental charges, or levies payable by any of them,
      to
      the extent such taxes and assessments have become due and payable and before
      they have become delinquent, provided
      that
      neither the Company nor any Subsidiary need pay any such tax or assessment
      if
      (a) the amount, applicability or validity thereof is contested by the Company
      or
      such Subsidiary on a timely basis in good faith and in appropriate proceedings,
      and the Company or a Subsidiary has established adequate reserves therefor
      in
      accordance with GAAP on the books of the Company or such Subsidiary or (b)
      the
      nonpayment of all such taxes and assessments in the aggregate would not
      reasonably be expected to have a materially adverse effect on the business,
      operations, affairs, financial condition, properties or assets of the Company
      and its Subsidiaries taken as a whole.

     

    9.5.         
      Corporate
Existence,
      etc.

     

    The
      Company will at all times preserve and keep in full force and effect its
      corporate existence. Except as provided in Section 10.2 and Section 10.3, the
      Company will at all times preserve and keep in full force and effect the
      corporate existence of each of its Subsidiaries (unless merged into the Company
      or a Subsidiary) and all rights and franchises of the Company and its
      Subsidiaries unless, in the good faith judgment of the Company, the termination
      of or failure to preserve and keep in full force and effect such corporate
      existence, right or franchise would not, individually or in the aggregate,
      have
      a materially adverse effect on the business, operations, affairs, financial
      condition, properties or assets of the Company and its Subsidiaries taken as
      a
      whole.

     

    9.6.         
      Subsidiary
Guarantors.

     

    (a)         
      If,
      at
      any time on or after January 31, 2007, any Subsidiary remains or becomes
      obligated under any Guaranty of Indebtedness of the Company, in an aggregate
      amount equal to or greater than $30,000,000, the Company shall cause each such
      Subsidiary to become a Subsidiary Guarantor on a joint and several basis with
      all other Subsidiary Guarantors under the Subsidiary Guaranty as promptly as
      practicable (but in any event within 30 days) after such date, by causing each
      such Subsidiary (such Subsidiaries, collectively, the “Initial
      Subsidiary Guarantors”)
      to
      execute and deliver to the holders of the Notes a guaranty agreement (as may
      be
      amended, restated or modified from time to time, the “Subsidiary
      Guaranty”),
      substantially in the form of Exhibit
      9.6(a),
      together with and such opinions of counsel, certificates accompanying
      authorizing resolutions and corporate or similar documents, and such other
      agreements, instruments and other documents as the Required Holders may
      reasonably request, each of the foregoing in form and substance reasonably
      satisfactory to the Required Holders; provided,
      however,
      that if the Company has delivered to the holders of the Notes issued under
      the
      2004 Note Purchase Agreement a request pursuant to Section 9.6(b) of the 2004
      Note Purchase Agreement, that any Subsidiary which has guaranteed the
      obligations in respect of such Notes be released from its obligations under
      such
      Guaranty (and is not subject to any other Guaranty which would require such
      Subsidiary to executed a Guaranty of the Notes issued hereunder), then the
      Company shall not be required to cause any such Subsidiary to provide a Guaranty
      pursuant to this Section 9.6(a) unless such Subsidiary remains obligated under
      such Guaranty on or after March 5, 2007, after which time the Company shall
      cause such Subsidiary to become a Subsidiary Guarantor pursuant to the terms
      of
      this Section 9.6(a) as promptly as practicable (but in any event within 30
      days)
      after March 5, 2007.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (b)         
      At
      any
      time after any Subsidiary shall have executed and delivered the Subsidiary
      Guaranty pursuant to Section 9.6(a), the Company will cause each Subsidiary
      which has subsequently provided or does provide a Guaranty of the Indebtedness
      of the Company in an aggregate amount equal to or greater than $30,000,000
      to
      become a Subsidiary Guarantor on a joint and several basis with all other
      Subsidiary Guarantors under the Subsidiary Guaranty as promptly as practicable
      after (but in any event within 30 days of) the date such Subsidiary first
      guaranties such Indebtedness, by causing such Subsidiary to execute and deliver
      to the holders of the Notes, (A) a
      joinder
      agreement to the Subsidiary Guaranty in accordance with the provisions
      thereof,
      and (B)
      such opinions of counsel, certificates accompanying authorizing resolutions
      and
      corporate or similar documents, and such other agreements, instruments and
      other
      documents as the Required Holders may reasonably request, each of the foregoing
      in form and substance reasonably satisfactory to the Required
      Holders.

     

    (c)         
      At
      any
      time after any Subsidiary shall have executed and delivered the Subsidiary
      Guaranty pursuant to Section 9.6(a) or a joinder thereto pursuant to Section
      9.6(b), the holders of the Notes agree that if all of the obligations of any
      Subsidiary Guarantor, if any, whether direct or indirect, as a co-borrower,
      guarantor or otherwise, in respect of such Indebtedness of the Company as gave
      rise to obligation of such Subsidiary to deliver the Subsidiary Guaranty or
      such
      joinder shall, at any time after the First Closing Date, be terminated by the
      holders of such Indebtedness, the holders of the Notes shall, within 30 days
      of
      receipt of a written request of the Company, take such action and execute such
      documents as the Company or such Subsidiary shall reasonably request to give
      effect to the termination, release and discharge of such Subsidiary’s
      obligations under the Subsidiary Guaranty so long as no Default or Event of
      Default is continuing; provided,
      however,
      that
      such Subsidiary Guarantor shall not be released from its obligations as a
      Subsidiary Guarantor if in connection with the release of such Subsidiary
      Guarantor from its obligations under such Guaranty of the Indebtedness of the
      Company, the Company or any of its Subsidiaries pays any consideration to the
      holders of such Indebtedness in consideration of such release, unless the
      holders of Notes are paid equivalent consideration for such release; and
provided,
      further,
      that in
      the event any such Subsidiary Guarantor shall at any time after the release
      provided for in this Section 9.6 enter into a Guaranty of, or otherwise become
      directly or indirectly liable for (whether by way of becoming a co-borrower,
      guarantor or otherwise), all or any part of the Indebtedness of the Company
      in
      an aggregate amount equal to or greater than $30,000,000, the Company will
      cause
      such Subsidiary Guarantor contemporaneously with entering into any such Guaranty
      or incurring such liability (and in any event within 30 days thereafter) to
      execute and deliver to the holders of the Notes, (A) if the Subsidiary Guaranty
      has been executed and delivered pursuant to the terms of Section 9.6(a) and
      remains in effect at such time, a
      joinder
      agreement to the Subsidiary Guaranty in accordance with the provisions of
      Section 9.6(b) above,
      and (B)
      if the Subsidiary Guaranty shall not be in effect at such time, the Subsidiary
      Guaranty in accordance with the terms of Section 9.6(a) above.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              NEGATIVE
                COVENANTS.

            


    

     

    The
      Company covenants that so long as any of the Notes are outstanding:

     

    10.1.       Transactions
with
      Affiliates.

     

    The
      Company will not and will not permit any Subsidiary to enter into directly
      or
      indirectly any Material transaction or Material group of related transactions
      (including without limitation the purchase, lease, sale or exchange of
      properties of any kind or the rendering of any service) with any Affiliate
      (other than the Company or another Subsidiary), except pursuant to the
      reasonable requirements of the Company’s or such Subsidiary’s business and upon
      fair and reasonable terms no less favorable to the Company or such Subsidiary
      than would be obtainable in a comparable arm’s-length transaction with a Person
      not an Affiliate.

     

    10.2.       Merger,
      Consolidation, etc.

     

    The
      Company will not, nor will it permit any Subsidiary Guarantor to, consolidate
      with or merge with any other Person or convey, transfer or lease all or
      substantially all of its assets or a controlling equity interest in a Subsidiary
      Guarantor in a single transaction or series of transactions to any Person
      (except that a Subsidiary Guarantor may (x) consolidate with or merge with,
      or
      convey, transfer or lease all or substantially all of its assets in a single
      transaction or series of transactions to, the Company or another Subsidiary
      of
      the Company so long as in each case, the survivor of such merger or
      consolidation or the transferee of such assets shall have assumed such Guaranty
      and (y) convey, transfer or lease all or substantially all of its assets
      (including any such transaction effected by means of a merger or consolidation
      of such Subsidiary Guarantor with or into another Person) in compliance with
      the
      provisions of Section 10.3), provided
      that the
      foregoing restriction does not apply to the consolidation or merger of the
      Company or a Subsidiary Guarantor with the Company or another Subsidiary
      Guarantor, or the conveyance, transfer or lease of all or substantially all
      of
      the assets of the Company or a Subsidiary Guarantor, or a controlling equity
      interest in a Subsidiary Guarantor, in a single transaction or series of
      transactions to any Person so long as:

     

    (a)         
      the
      successor formed by such consolidation or the survivor of such merger or the
      Person that acquires by conveyance, transfer or lease all or substantially
      all
      of the assets of the Company or such Subsidiary Guarantor, or a controlling
      equity interest in a Subsidiary Guarantor, as the case may be (the “Successor
      Corporation”),
      shall
      be a solvent entity organized and existing under the laws of the United States
      or any State thereof (including the District of Columbia);

     

    (b)         
      if
      the
      Company or a Subsidiary Guarantor is party to such transaction and is not the
      Successor Corporation, such Person shall (i) have executed and delivered to
      each
      holder of Notes its assumption of the due and punctual performance and
      observance of each covenant and condition of such Obligor, as the case may
      be,
      under the applicable Financing Documents in form and substance satisfactory
      to
      the Required Holders and (ii) have caused to be delivered to each holder of
      any
      Notes an opinion reasonably satisfactory to the Required Holders of nationally
      recognized independent counsel, or other independent counsel reasonably
      satisfactory to the Required Holders, to the effect that all agreements or
      instruments effecting such assumption are enforceable in accordance with their
      respective terms and comply with the terms hereof;

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (c)         
      to
      the
      extent the Company is a party and is not the surviving Person of such
      transaction, each Subsidiary Guarantor shall have executed and delivered to
      each
      holder of Notes its reaffirmation of its obligations under the Subsidiary
      Guaranty in form and substance satisfactory to the Required Holders;
      and

     

    (d)         
      immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing, to be determined on a Pro Forma Basis with
      respect to compliance with Sections 10.5 and 10.6, and the Company shall have
      delivered to each holder of the Notes computations evidencing compliance with
      such Sections.

     

    No
      such
      conveyance, transfer or lease of all or substantially all of the assets of
      any
      Obligor shall have the effect of releasing such Obligor or any Successor
      Corporation that shall theretofore have become such in the manner prescribed
      in
      this Section 10.2 from its liability under the applicable Financing
      Documents.

     

    10.3.      Sale
of
      Assets.

     

    Except
      as
      permitted under Section 10.2, the Company will not, and will not permit any
      Subsidiary to, make any Asset Disposition unless:

     

    (a)         
      in
      the
      good faith opinion of the Company, the Asset Disposition is in exchange for
      consideration having a Fair Market Value at least equal to that of the property
      exchanged and is in the best interest of the Company or such
      Subsidiary
      provided,
      however, that the Company and its Subsidiaries shall be permitted to engage
      in
      Asset Dispositions that are in the best interest of the disposing Person,
      regardless of whether such Person receives Fair Market Value for the property
      subject thereto, so long as the aggregate Disposition Value of
      all property subject to any such Asset Disposition in any fiscal year
      is not in excess of the amount equal to 2% of Consolidated Total Assets
      (determined as of the end of the then most recently ended fiscal year of the
      Company);

     

    (b)         
      immediately
      after giving effect to the Asset Disposition, no Default or Event of Default
      would exist; and

     

    (c)         
      immediately
      after giving effect to the Asset Disposition, the Disposition Value of all
      property that was the subject of any Asset Disposition occurring in the then
      current fiscal year of the Company would not exceed the amount equal to 15%
      of
      Consolidated Total Assets (determined as of the end of the then most recently
      ended fiscal year of the Company); provided,
      however
      that the
      Company shall at all times be in compliance with the provision of Section
      10.12.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    If
      an
      amount equal to the Net Proceeds arising from any Asset Disposition is applied
      by the Company or the applicable Subsidiary to a Debt Prepayment Application
      or
      a Property Reinvestment Application within 365 days after the date of such
      Asset
      Disposition, then such Asset Disposition, only for the purpose of determining
      compliance with subsection (c) of this Section 10.3 as of any date, shall be
      deemed not to be an Asset Disposition as of the date of such
      application.

     

    10.4.       Limitation
on
      Liens.

     

    The
      Company will not, and will not permit any Subsidiary to, directly or indirectly
      create, incur, assume or permit to exist any Lien on or with respect to any
      property or assets (including, without limitation, any document or instrument
      in
      respect of goods or accounts receivable) of the Company or any Subsidiary
      whether now owned or held or hereafter acquired, or any income or profits
      therefrom, or assign or otherwise convey any right to receive income or profits
      except for the following:

     

    (a)         
      Liens
      for
      taxes, assessments or other governmental charges which are not yet due and
      payable or the payment of which is not at the time required by Section
      9.4;

     

    (b)         
      Liens
      incidental to the normal conduct of the business of the Company or any
      Subsidiary or the ownership of its property which are not incurred in connection
      with the incurrence of Indebtedness and rights of set-off incurred in the
      ordinary course of business and which do not, in the aggregate, materially
      impair the use of such property in the operation of the business of the Company
      and its Subsidiaries taken as a whole or the value of such property for the
      purposes of such business (including without limitation, contingent liens
      arising in favor of insurance carriers under agency agreements with the Company
      or any Subsidiary;

     

    (c)         
      minor
      survey exceptions or minor encumbrances which are necessary for the conduct
      of
      the activities of the Company and its Subsidiaries or which customarily exist
      on
      properties of corporations engaged in similar activities, which do not
      materially impair their use in operations of the business of the Company and
      its
      Subsidiaries;

     

    (d)         
      Liens
      created by or resulting from any litigation or legal proceeding which is
      currently being contested in good faith by appropriate proceedings and for
      which
      adequate reserves have been made;

     

    (e)         
      Liens
      on
      property or assets of the Company or any of its Subsidiaries securing
      Indebtedness owing to the Company or to a Wholly-Owned Subsidiary;

     

    (f)         
      Liens
      in
      existence on the First Closing Date and securing the Indebtedness of the Company
      and its Subsidiaries as set forth in Schedule 5.14;

     

    (g)         
      Liens
      securing any obligations of a Person existing at the time such Person becomes
      a
      Subsidiary or is merged into or consolidated with the Company or a Subsidiary
      or
      Liens on an asset existing at the time such asset shall have first been acquired
      by the Company or any Subsidiary, provided
      that
      (i) such Liens shall not extend to or cover any property other than the
      property subject to such Liens immediately prior to such time, (ii) such
      Liens shall not have been created in contemplation of such merger, consolidation
      or acquisition or such Person becoming a Subsidiary, (iii) the amount of
      the commitment in respect of the obligations secured by such Liens is not
      increased after such time and (iv) the principal amount of the obligations
      secured by any such Lien shall not exceed the Fair Market Value (as determined
      in good faith by a Responsible Officer of the Company) of such property and
      any
      improvements thereon at the time such Person becomes a Subsidiary or is merged
      into or consolidated with the Company or a Subsidiary or such asset is
      acquired;

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (h)         
      any
      Lien
      created on tangible real or personal property (or any improvement thereon)
      to
      secure all or any part of the purchase price or cost of construction,
      improvement or development of such tangible real or personal property (or any
      improvement thereon), or to secure Indebtedness incurred or assumed to pay
      all
      or any part of the purchase price or the cost of construction of tangible real
      or personal property (or any improvement thereon) acquired or constructed by
      the
      Company or any Subsidiary after the First Closing Date, provided
      that

     

    (i)         
      the
      principal amount of the Indebtedness secured by any such Lien shall at no time
      exceed an amount equal to the lesser of (A) the cost to the Company or such
      Subsidiary of the property (or improvement thereon) so acquired or constructed
      and (B) the Fair Market Value (as determined in good faith by a Responsible
      Officer of such Person) of such property and any improvements thereon at the
      time of such acquisition or construction;

     

    (ii)         
      each
      such
      Lien shall extend solely to the item or items of property (or improvement
      thereon) so acquired or constructed and, if required by the terms of the
      instrument originally creating such Lien, other property (or improvement
      thereon) which is an improvement to or is acquired for specific use in
      connection with such acquired or constructed property (or improvement thereon);
      and

     

    (iii)         
      any
      such
      Lien shall be created contemporaneously with, or within 180 days after, the
      acquisition or construction of such property (or improvement
      thereon);

     

    (i)         
      any
      Lien
      renewing, extending or refunding Liens permitted by paragraphs (g) and (h)
      of
      this Section 10.4, provided
      that (i)
      the amount of the commitment in respect of the Indebtedness secured by such
      Lien
      immediately prior to such renewal, extension or refunding is not increased
      or
      the maturity thereof reduced, (ii) such Lien is not extended to any other
      property, and (iii) immediately after such extension, renewal, or refunding,
      no
      Default or Event of Default would exist; and

     

    (j)         
      Liens
      not
      otherwise permitted by subsections (a) through (i) above, provided
      that
      after giving effect to any such Liens Priority Debt will not at any time exceed
      20% of Consolidated Net Worth (determined as of the last day of the then most
      recently ended fiscal quarter of the Company).

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    10.5.       Leverage
Ratio.

     

    The
      Company will not, at any time, permit the ratio of Consolidated Net Indebtedness
      as of the last day of any fiscal quarter of the Company to Consolidated EBITDA,
      for the period of four consecutive fiscal quarters of the Company then ended,
      to
      be greater than 2.75 to 1.00.

     

    10.6.       Fixed
Charge
      Coverage Ratio.

     

    The
      Company will not permit the Fixed Charge Coverage Ratio to be less than 1.50
      to
      1.0 at the end of any fiscal quarter.

     

    10.7.       Subsidiary
Debt.

     

    The
      Company will not at any time permit any Subsidiary to, directly or indirectly,
      create, incur, assume, guarantee, have outstanding, or otherwise become or
      remain directly or indirectly liable with respect to, any Indebtedness other
      than:

     

    (a)         
      Indebtedness
      of a Subsidiary outstanding on the First Closing Date and disclosed in Schedule
      5.14 and any extension, renewal or refunding thereof, provided
      that
      the
      amount of the commitment in respect of such Indebtedness in effect immediately
      before giving effect to such extension, renewal or refunding is not increased,
      the maturity thereof is not reduced and no Default or Event of Default exists
      at
      the time of such extension, renewal or refunding;

     

    (b)         
      Indebtedness
      of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary;

     

    (c)         
      Indebtedness
      of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary,
      provided
      that
      (i) such
      Indebtedness shall not have been incurred in contemplation of such Subsidiary
      becoming a Subsidiary, (ii) immediately
      after such Person becomes a Subsidiary no Default or Event of Default shall
      exist, and (iii) such Indebtedness shall cease to be permitted under this clause
      (c) to the extent that such Indebtedness remains Indebtedness of a Subsidiary
      on
      the 365th
      day
      after such Person became a Subsidiary, and such Indebtedness may be extended,
      renewed or refunded if immediately after such extension, renewal or refunding
      no
      Default or Event of Default would exist but shall cease to be permitted under
      this clause (c) on the 365th
      day
      after such Person becomes a Subsidiary; and

     

    (d)         
      Indebtedness
      of a Subsidiary in addition to that otherwise permitted by the foregoing
      provisions of this Section 10.7, provided
      that on
      the date the Subsidiary incurs or otherwise becomes liable with respect to
      any
      such additional Indebtedness and immediately after giving effect thereto and
      the
      concurrent retirement of any other Indebtedness, no Default or Event of Default
      exists.

     

    10.8.       Restrictions
on
      Dividends of Subsidiaries,
      etc.

     

    The
      Company will not, and will not permit any of its Subsidiaries to, directly
      or
      indirectly, enter into or permit to exist any agreement or other arrangements
      that would prohibit, restrict or impose any condition upon such Subsidiary’s
      ability or right to pay dividends or other distributions to, or make advances
      to
      or Investments in, the Company, or, if such Subsidiary is not directly owned
      by
      the Company, the “parent” Subsidiary of such Subsidiary; provided that (x) the
      foregoing shall not apply to restrictions and conditions imposed by law or
      by
      this Agreement and (y) the foregoing shall not apply to customary restrictions
      and conditions contained in agreements relating to the sale of a Subsidiary
      pending such sale, provided such restrictions and conditions apply only to
      the
      Subsidiary that is to be sold and such sale is permitted under the terms of
      this
      Agreement.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    10.9.       Limitation
on
      Priority Debt.

     

    The
      Company will not permit Priority Debt, determined at any time, to exceed 20%
      of
      Consolidated Net Worth, determined as of the last day of the then most recently
      ended fiscal quarter of the Company.

     

    10.10.     No
      Limitation on Prepayments or Amendments to Certain Financing
       Documents.

     

    The
      Company will not, nor will it permit any Subsidiary to, be a party to any
      agreement or instrument limiting its rights (a) to make payments or prepayments
      on the Notes, whether optional or mandatory, under this Agreement, or (b) to
      amend or waive any term or provision of this Agreement, the Notes or any
      Subsidiary Guaranty.

     

    10.11.     Line
of
      Business.

     

    The
      Company will not, and will not permit any of its Subsidiaries to, engage to
      any
      substantial extent in any business other than the businesses in which the
      Company and its Subsidiaries are engaged on the First Closing Date and business
      reasonably related thereto, in furtherance thereof or ancillary
      thereto.

     

    10.12.    Securitization
Transactions.

     

    Notwithstanding
      anything in Section 10.3 to the contrary, the Company will not, nor will it
      permit any Subsidiary to, make any disposition of assets with the intent, or
      which has the effect, of causing the Company or such Subsidiary to enter into
      any Securitization Transaction.

     

    
      	
              11.

            	
              EVENTS
OF
                DEFAULT.

            


    

     

    An
      “Event
      of Default”
      shall
      exist if any of the following conditions or events shall occur and be
      continuing:

     

    (a)         
      the
      Company defaults in the payment of any principal or Make-Whole Amount, if any,
      on any Note when the same becomes due and payable, whether at maturity or at
      a
      date fixed for prepayment or by declaration or otherwise; or

     

    (b)         
      the
      Company defaults in the payment of any interest on any Note for more than five
      Business Days after the same becomes due and payable; or

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (c)         
      the
      Company defaults in the performance of or compliance with any term contained
      in
      Section 7.1(d) or Section 10; or

     

    (d)         
      the
      Company defaults in the performance of or compliance with any term contained
      herein (other than those terms referred to in paragraphs (a), (b) and (c) of
      this Section 11) and such default is not remedied within 30 days after the
      earlier of (i) a Responsible Officer obtaining actual knowledge of such default
      and (ii) the Company receiving written notice of such default from any holder
      of
      a Note (any such written notice to be identified as a “notice of default” and to
      refer specifically to this paragraph (d) of Section 11); or

     

    (e)         
      any
      representation or warranty made in writing by or on behalf of any Obligor or
      by
      any officer of such Obligor in any Financing Document or in any writing
      furnished in connection with the transactions contemplated hereby proves to
      have
      been false or incorrect in any Material respect on the date as of which made;
      or

     

    (f)         
      (i)
      the
      Company or any Subsidiary is in default (as principal or as guarantor or other
      surety) in the payment of any principal of or premium or make-whole amount
      or
      interest on any Indebtedness that is outstanding in an aggregate principal
      amount of at least $25,000,000 beyond any period of grace provided with respect
      thereto, or (ii) the Company or any Subsidiary is in default in the performance
      of or compliance with any term of any evidence of any Indebtedness in an
      aggregate outstanding principal amount of at least $25,000,000 or of any
      mortgage, indenture or other agreement relating thereto or any other condition
      exists, and as a consequence of such default or condition such Indebtedness
      has
      become, or has been declared, due and payable before its stated maturity or
      before its regularly scheduled dates of payment, or (iii) as a consequence
      of
      the occurrence or continuation of any event or condition (other than the passage
      of time or the right of the holder of Indebtedness to convert such Indebtedness
      into equity interests), (x) the Company or any Subsidiary has become obligated
      to purchase or repay Indebtedness before its regular maturity or before its
      regularly scheduled dates of payment in an aggregate outstanding principal
      amount of at least $25,000,000, or (y) one or more Persons have required that
      the Company or any Subsidiary purchase or repay such Indebtedness;
      or

     

    (g)         
      the
      Company or any Significant Subsidiary (i) is generally not paying, or admits
      in
      writing its inability to pay, its debts as they become due, (ii) files, or
      consents by answer or otherwise to the filing against it of, a petition for
      relief or reorganization or arrangement or any other petition in bankruptcy,
      for
      liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
      moratorium or other similar law of any jurisdiction, (iii) makes an assignment
      for the benefit of its creditors, (iv) consents to the appointment of a
      custodian, receiver, trustee or other officer with similar powers with respect
      to it or with respect to any substantial part of its property, (v) is
      adjudicated as insolvent or to be liquidated, or (vi) takes corporate action
      for
      the purpose of any of the foregoing; or

     

    (h)         
      a
      court
      or any other Governmental Authority of competent jurisdiction enters an order
      appointing, without consent by the Company or any of its Significant
      Subsidiaries, a custodian, receiver, trustee or other officer with similar
      powers with respect to it or with respect to any substantial part of its
      property, or constituting an order for relief or approving a petition for relief
      or reorganization or any other petition in bankruptcy or for liquidation or
      to
      take advantage of any bankruptcy or insolvency law of any jurisdiction, or
      ordering the dissolution, winding-up or liquidation of the Company or any of
      its
      Significant Subsidiaries, or any such petition shall be filed against the
      Company or any of its Significant Subsidiaries and such petition shall not
      be
      dismissed within 60 days; or

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (i)         
      a
      final
      judgment or judgments for the payment of money aggregating in excess of
      $25,000,000 are rendered against one or more of the Company and its Significant
      Subsidiaries and which judgments are not, within 60 days after entry thereof,
      bonded, discharged or stayed pending appeal, or are not discharged within 60
      days after the expiration of such stay; or

     

    (j)         
      any
      Subsidiary Guarantor, if any, fails or neglects in any material respect to
      observe, perform or comply with any term, provision or covenant contained in
      the
      Subsidiary Guaranty; or

     

    (k)         
      the
      Subsidiary Guaranty, if any, is not or ceases to be effective against any
      Subsidiary Guarantor or is alleged by any Obligor to be ineffective against
      any
      Subsidiary Guarantor for any reason unless, in each case, the Company is in
      compliance with Section 9.6 without such Subsidiary being a Subsidiary
      Guarantor; or

     

    (l)         
      if
      (i)
      any Plan shall fail to satisfy the minimum funding standards of ERISA or the
      Code for any plan year or part thereof or a waiver of such standards or
      extension of any amortization period is sought or granted under section 412
      of
      the Code, (ii) a notice of intent to terminate any Plan shall have been or
      is
      reasonably expected to be filed with the PBGC or the PBGC shall have instituted
      proceedings under ERISA section 4042 to terminate or appoint a trustee to
      administer any Plan or the PBGC shall have notified the Company or any ERISA
      Affiliate that a Plan may become a subject of any such proceedings, (iii) the
      aggregate “amount of unfunded benefit liabilities” (within the meaning of
      section 4001(a)(18) of ERISA) under all Plans, determined in accordance with
      Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or any ERISA
      Affiliate shall have incurred or is reasonably expected to incur 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, (v) the Company or any ERISA
      Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any
      Subsidiary establishes or amends any employee welfare benefit plan that provides
      post-employment welfare benefits in a manner that would increase the liability
      of the Company or any Subsidiary thereunder; and any such event or events
      described in clauses (i) through (vi) above, either individually or together
      with any other such event or events, would reasonably be expected to have a
      Material Adverse Effect.

     

    As
      used
      in Section 11(l), the terms “employee
      benefit plan”
      and
“employee
      welfare benefit plan”
      shall
      have the respective meanings assigned to such terms in section 3 of
      ERISA.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    
      	
              12.

            	
              REMEDIES
ON
                DEFAULT,
                ETC.

            


    

     

    12.1.       Acceleration.

     

    (a)         
      If
      an
      Event of Default with respect to the Company described in Section 11(g) or
      11(h)
      (other than an Event of Default described in clause (i) of paragraph (g) or
      described in clause (vi) of paragraph (g) by virtue of the fact that such clause
      encompasses clause (i) of paragraph (g)) has occurred, all the Notes then
      outstanding shall automatically become immediately due and payable and the
      Facility shall be terminated.

     

    (b)         
      If
      any
      other Event of Default has occurred and is continuing, the Required Holders
      may
      at any time at its or their option, by notice or notices to the Company, declare
      all the Notes then outstanding to be immediately due and payable and the
      Facility shall be terminated.

     

    (c)         
      If
      any
      Event of Default described in paragraph (a) or (b) of Section 11 has occurred
      and is continuing, any holder or holders of Notes at the time outstanding
      affected by such Event of Default may at any time, at its or their option,
      by
      notice or notices to the Company, declare all the Notes held by it or them
      to be
      immediately due and payable and the Facility shall be terminated.

     

    Upon
      any
      Notes becoming due and payable under this Section 12.1, whether automatically
      or
      by declaration, such Notes will forthwith mature and the entire unpaid principal
      amount of such Notes, plus (x) all accrued and unpaid interest thereon and
      (y)
      the applicable Make-Whole Amount or Breakage Cost Obligation, if any, determined
      in respect of such principal amount (to the full extent permitted by applicable
      law), shall all be immediately due and payable, in each and every case without
      presentment, demand, protest or further notice, all of which are hereby waived.
      The Company acknowledges, and the parties hereto agree, that each holder of
      a
      Note has the right to maintain its investment in the Notes free from repayment
      by the Company (except as herein specifically provided for) and that the
      provision for payment of a Make-Whole Amount or Breakage Cost Obligation by
      the
      Company in the event that the Notes are prepaid or are accelerated as a result
      of an Event of Default, is intended to provide compensation for the deprivation
      of such right under such circumstances.

     

    12.2.      Other
Remedies.

     

    If
      any
      Default or Event of Default has occurred and is continuing, and irrespective
      of
      whether any Notes have become or have been declared immediately due and payable
      under Section 12.1, the holder of any Note at the time outstanding may proceed
      to protect and enforce the rights of such holder by an action at law, suit
      in
      equity or other appropriate proceeding, whether for the specific performance
      of
      any agreement contained herein or in any Note, or for an injunction against
      a
      violation of any of the terms hereof or thereof, or in aid of the exercise
      of
      any power granted hereby or thereby or by law or otherwise.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    12.3.      Rescission.

     

    At
      any
      time after any Notes have been declared due and payable pursuant to clause
      (b)
      or (c) of Section 12.1, the Required Holders, by written notice to the Company,
      may rescind and annul any such declaration and its consequences if (a) the
      Company has paid all overdue interest on the Notes, all principal of and
      Make-Whole Amount
      or
      Breakage Cost Obligation,
      if any,
      on any Notes that are due and payable and are unpaid other than by reason of
      such declaration, and all interest on such overdue principal and applicable
      Make-Whole Amount or Breakage Cost Obligation, if any, and (to the extent
      permitted by applicable law) any overdue interest in respect of any Series
      of
      the Notes, at the Default Rate for such Series, (b) all Events of Default and
      Defaults, other than non-payment of amounts that have become due solely by
      reason of such declaration, have been cured or have been waived pursuant to
      Section 17, and (c) no judgment or decree has been entered for the payment
      of
      any monies due pursuant hereto or to the Notes. No rescission and annulment
      under this Section 12.3 will extend to or affect any subsequent Event of Default
      or Default or impair any right consequent thereon.

     

    12.4.      No
      Waivers or Election of Remedies, Expenses,
      etc.

     

    No
      course
      of dealing and no delay on the part of any holder of any Note in exercising
      any
      right, power or remedy shall operate as a waiver thereof or otherwise prejudice
      such holder’s rights, powers or remedies. No right, power or remedy conferred by
      this Agreement or by any Note upon any holder thereof shall be exclusive of
      any
      other right, power or remedy referred to herein or therein or now or hereafter
      available at law, in equity, by statute or otherwise. Without limiting the
      obligations of the Company under Section 15, the Company will pay to the holder
      of each Note on demand such further amount as shall be sufficient to cover
      all
      costs and expenses of such holder incurred in any enforcement or collection
      under this Section 12, including, without limitation, reasonable attorneys’
fees, expenses and disbursements.

     

    
      	
              13.

            	
              REGISTRATION;
                EXCHANGE; SUBSTITUTION OF
                NOTES.

            


    

     

    13.1.      Registration
of
      Notes.

     

    The
      Company shall keep at its principal executive office a register for the
      registration and registration of transfers of Notes. The name and address of
      each holder of one or more Notes, each transfer thereof and the name and address
      of each transferee of one or more Notes shall be registered in such register.
      Prior to due presentment for registration of transfer, the Person in whose
      name
      any Note shall be registered shall be deemed and treated as the owner and holder
      thereof for all purposes hereof, and the Company shall not be affected by any
      notice or knowledge to the contrary. The Company shall give to any holder of
      a
      Note that is an Institutional Investor promptly upon request therefor, a
      complete and correct copy of the names and addresses of all registered holders
      of Notes.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    13.2.      Transfer
and
      Exchange of Notes.

     

    The
      Notes
      are issuable as registered notes without coupons in denominations of at least
      $1,000,000, except as may be necessary to reflect any principal amount not
      evenly divisible by $1,000,000. The Company shall keep at its principal office
      a
      register in which the Company shall provide for the registration of Notes and
      of
      transfers of Notes. Upon surrender of any Note to the Company at the address
      and
      to the attention of the designated officer (all as specified in Section 18)
      for
      registration of transfer or exchange (and in the case of a surrender for
      registration of transfer, duly endorsed or accompanied by a written instrument
      of transfer duly executed by the registered holder of such Note or its attorney
      duly authorized in writing and accompanied by the address for notices of each
      transferee of such Note or part thereof), the Company shall execute and deliver,
      at the Company’s expense (except as provided below), one or more new Notes of an
      identical Series and of a like aggregate principal amount, registered in the
      name of such transferee or transferees, subject to the terms of this Agreement.
      At the option of the holder of any Note, such Note may be exchanged for other
      Notes of like tenor and of any authorized denominations (subject in each case
      to
      the first sentence of this Section 13.2) of a like aggregate principal amount,
      upon surrender of the Note to be exchanged at the principal office of the
      Company. Each such new Note shall be payable to such Person as such holder
      may
      request and shall be substantially in the form of Notes for such Series set
      forth in the applicable Exhibit. Each installment of principal payable on each
      installment date upon each new Note issued upon any such transfer or exchange
      shall be in the same proportion to the unpaid principal amount of such new
      Note
      as the installment of principal payable on such date on the Note surrendered
      for
      registration of transfer or exchange bore to the unpaid principal amount of
      such
      Note. No reference need be made in any such new Note to any installment or
      installments of principal previously due and paid upon the Note surrendered
      for
      registration of transfer or exchange. Any Note or Notes issued in exchange
      for
      any Note or upon transfer thereof shall carry the rights to unpaid interest
      and
      interest to accrue which were carried by the Note so exchanged or transferred,
      so that neither gain nor loss of interest shall result from any such transfer
      or
      exchange. The Company may require payment of a sum sufficient to cover any
      stamp
      tax or governmental charge imposed in respect of any such transfer of Notes.
      Notes shall not be transferred in denominations of less than $100,000,
provided
      that if
      necessary to enable the registration of transfer by a holder of its entire
      holding of Notes, one Note may be in a denomination of less than $100,000.
      Any
      transferee of a Note, or purchaser of a participation therein, shall, by its
      acceptance of such Note be deemed to make the same representations to the
      Company regarding the Note or participation as the Purchasers have made pursuant
      to Section 6.2, provided
      that
      such entity may (in reliance upon information provided by the Company, which
      shall not be unreasonably withheld) make a representation to the effect that
      the
      purchase by such entity of any Note will not constitute a non-exempt prohibited
      transaction under Section 406(a) of ERISA.

     

    13.3.      Replacement
of
      Notes.

     

    Upon
      receipt by the Company of evidence reasonably satisfactory to it of the
      ownership of and the loss, theft, destruction or mutilation of any Note (which
      evidence shall be, in the case of an Institutional Investor, notice from such
      Institutional Investor of such ownership and such loss, theft, destruction
      or
      mutilation), and

     

    (a)         
      in
      the
      case of loss, theft or destruction, of indemnity reasonably satisfactory to
      it
      (provided
      that if
      the holder of such Note is, or is a nominee for, an original Purchaser or
      another holder of a Note with a minimum net worth of at least $100,000,000,
      such
      Person’s own unsecured agreement of indemnity shall be deemed to be
      satisfactory), or

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    (b)         
      in
      the
      case of mutilation, upon surrender and cancellation thereof,

     

    the
      Company at its own expense shall execute and deliver, in lieu thereof, a new
      Note of the same Series, dated and bearing interest from the date to which
      interest shall have been paid on such lost, stolen, destroyed or mutilated
      Note
      or dated the date of such lost, stolen, destroyed or mutilated Note if no
      interest shall have been paid thereon.

     

    
      	
              14.

            	
              PAYMENTS
ON
                NOTES.

            


    

     

    14.1.     Place
of
      Payment.

     

    Subject
      to Section 14.2, payments of principal, applicable Make-Whole Amount or Breakage
      Cost Obligation, if any, and interest becoming due and payable on the Notes
      shall be made in Daytona Beach, Florida at the principal office of the Company
      in such jurisdiction. The Company may at any time, by notice to each holder
      of a
      Note, change the place of payment of the Notes so long as such place of payment
      shall be either the principal office of the Company in such jurisdiction or
      the
      principal office of a bank or trust company in such jurisdiction.

     

    14.2.     Home
Office
      Payment.

     

    So
      long
      as any Purchaser or its nominee shall be the holder of any Note, and
      notwithstanding anything contained in Section 14.1 or in such Note to the
      contrary, the Company will pay all sums becoming due on such Note for principal,
      applicable Make-Whole Amount or Breakage Cost Obligation, if any, and interest
      by the method and at the address specified for such purpose below such
      Purchaser’s name in Schedule A, or by such other method or at such other address
      as such Purchaser shall have from time to time specified to the Company in
      writing for such purpose, without the presentation or surrender of such Note
      or
      the making of any notation thereon, except that upon written request of the
      Company made concurrently with or reasonably promptly after payment or
      prepayment in full of any Note, such Purchaser shall surrender such Note for
      cancellation, reasonably promptly after any such request, to the Company at
      its
      principal executive office or at the place of payment most recently designated
      by the Company pursuant to Section 14.1. Prior to any sale or other disposition
      of any Note held by any Purchaser or its nominee such Purchaser will, at its
      election, either endorse thereon the amount of principal paid thereon and the
      last date to which interest has been paid thereon or surrender such Note to
      the
      Company in exchange for a new Note or Notes pursuant to Section 13.2. The
      Company will afford the benefits of this Section 14.2 to any Institutional
      Investor that is the direct or indirect transferee of any Note purchased by
      such
      Purchaser under this Agreement and that has made the same agreement relating
      to
      such Note as such Purchaser has made in this Section 14.2.

     

    
      	
              15.

            	
              EXPENSES,
                ETC.

            


    

     

    15.1.     Transaction
Expenses.

     

    Whether
      or not the transactions contemplated hereby are consummated, the Company will
      pay all costs and expenses (including reasonable attorneys’ fees of a special
      counsel and, if reasonably required, local or other counsel) incurred by each
      Purchaser or holder of a Note in connection with such transactions and in
      connection with any amendments, waivers or consents under or in respect of
      this
      Agreement, the Notes or any Subsidiary Guaranty (whether or not such amendment,
      waiver or consent becomes effective), including, without limitation: (a) the
      costs and expenses incurred in enforcing or defending (or determining whether
      or
      how to enforce or defend) any rights under this Agreement, the Notes or any
      Subsidiary Guaranty or in responding to any subpoena or other legal process
      or
      informal investigative demand issued in connection with this Agreement, the
      Notes or any Subsidiary Guaranty, or by reason of being a holder of any Note,
      and (b) the costs and expenses, including reasonable financial advisors’ fees,
      incurred in connection with the insolvency or bankruptcy of the Company or
      any
      Subsidiary or in connection with any work-out or restructuring of the
      transactions contemplated hereby and by the Notes. The Company will pay, and
      will save each Purchaser and each other holder of a Note harmless from, all
      claims in respect of any fees, costs or expenses if any, of brokers and finders
      (other than those retained by any Purchaser).

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    15.2.     Survival.

     

    The
      obligations of the Company under this Section 15 will survive the payment or
      transfer of any Note, the enforcement, amendment or waiver of any provision
      of
      this Agreement or the Notes, and the termination of this Agreement.

     

    
      	
              16.

            	
              SURVIVAL
OF
                REPRESENTATIONS AND WARRANTIES; ENTIRE
                AGREEMENT.

            


    

     

    All
      representations and warranties contained herein shall survive the execution
      and
      delivery of this Agreement and the Notes, the purchase or transfer by any
      Purchaser of any Note or portion thereof or interest therein and the payment
      of
      any Note, and may be relied upon by any subsequent holder of a Note, regardless
      of any investigation made at any time by or on behalf of such Purchaser or
      any
      other holder of a Note. All statements contained in any certificate or other
      instrument delivered by or on behalf of the Company pursuant to this Agreement
      shall be deemed representations and warranties of the Company under this
      Agreement. Subject to the preceding sentence, this Agreement and the Notes
      embody the entire agreement and understanding between each Purchaser and the
      Company and supersede all prior agreements and understandings relating to the
      subject matter hereof.

     

    
      	
              17.

            	
              AMENDMENT
AND
                WAIVER.

            


    

     

    17.1.     Requirements.

     

    This
      Agreement and the Notes may be amended, and the observance of any term hereof
      or
      of the Notes may be waived (either retroactively or prospectively), with (and
      only with) the written consent of the Company and the Required Holders, except
      that (a) no amendment or waiver of any of the provisions of Sections 1, 2,
      3, 4,
      5, 6 or 21 hereof, or any defined term (as it is used therein), will be
      effective as to any holder unless consented to by such holder in writing, and
      (b) no such amendment or waiver may, without the written consent of the holder
      of each Note at the time outstanding affected thereby, (i) subject to the
      provisions of Section 12 relating to acceleration or rescission, change the
      amount or time of any prepayment or payment of principal of, or reduce the
      rate
      or change the time of payment or method of computation of interest or of
      Make-Whole Amount, Optional Floating Rate Prepayment Amount or Breakage Cost
      Obligation, as applicable, in respect of any Series of the Notes, (ii) change
      the percentage of the principal amount of the Notes the holders of which are
      required to consent to any such amendment or waiver, or (iii) amend any of
      Sections 8, 11(a), 11(b), 12, 17 or 20.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    17.2.     Solicitation
of
      Holders of Notes.

     

    (a)         
      Solicitation.
      The
      Company will provide each holder of the Notes (irrespective of the amount of
      Notes then owned by it) with sufficient information, sufficiently far in advance
      of the date a decision is required, to enable such holder to make an informed
      and considered decision with respect to any proposed amendment, waiver or
      consent in respect of any of the provisions hereof or of the Notes. The Company
      will deliver executed or true and correct copies of each amendment, waiver
      or
      consent effected pursuant to the provisions of this Section 17 to each holder
      of
      outstanding Notes promptly following the date on which it is executed and
      delivered by, or receives the consent or approval of, the requisite holders
      of
      Notes.

     

    (b)         
      Payment.
      The
      Company will not directly or indirectly pay or cause to be paid any
      remuneration, whether by way of supplemental or additional interest, fee or
      otherwise, or grant any security or provide other credit support, to any holder
      of Notes as consideration for or as an inducement to the entering into by any
      holder of Notes of any waiver or amendment of any of the terms and provisions
      hereof unless such remuneration is concurrently paid, or security is
      concurrently granted or other credit support is concurrently provided, on the
      same terms, ratably to each holder of Notes then outstanding even if such holder
      did not consent to such waiver or amendment.

     

    17.3.    Binding
Effect,
      etc.

     

    Any
      amendment or waiver consented to as provided in this Section 17 applies equally
      to all holders of Notes and is binding upon them and upon each future holder
      of
      any Note and upon the Company without regard to whether such Note has been
      marked to indicate such amendment or waiver. No such amendment or waiver will
      extend to or affect any obligation, covenant, agreement, Default or Event of
      Default not expressly amended or waived or impair any right consequent thereon.
      No course of dealing between the Company and the holder of any Note nor any
      delay in exercising any rights hereunder or under any Note shall operate as
      a
      waiver of any rights of any holder of such Note. As used herein, the term
“this
      Agreement”
      and
      references thereto shall mean this Agreement as it may from time to time be
      amended or supplemented.

     

    17.4.    Notes
held
      by Company, etc.

     

    Solely
      for the purpose of determining whether the holders of the requisite percentage
      of the aggregate principal amount of Notes then outstanding approved or
      consented to any amendment, waiver or consent to be given under this Agreement
      or the Notes, or have directed the taking of any action provided herein or
      in
      the Notes to be taken upon the direction of the holders of a specified
      percentage of the aggregate principal amount of Notes then outstanding, Notes
      directly or indirectly owned by the Company or any of its Affiliates shall
      be
      deemed not to be outstanding.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    
      	
              18.

            	
              NOTICES.

            


    

     

    All
      notices and communications provided for hereunder shall be in writing and sent
      (a) by telecopy if the sender on the same day sends a confirming copy of such
      notice by a recognized overnight delivery service (charges prepaid), or (b)
      by
      registered or certified mail with return receipt requested (postage prepaid),
      or
      (c) by a recognized overnight delivery service (with charges prepaid). Any
      such
      notice must be sent:

     

    (i)         
      if
      to any
      Purchaser or its nominee, to such Purchaser or its nominee at the address
      specified for such communications in Schedule A, or at such other address as
      such Purchaser or its nominee shall have specified to the Company in
      writing,

     

    (ii)         
      if
      to any
      other holder of any Note, to such holder at such address as such other holder
      shall have specified to the Company in writing, or

     

    (iii)         
      if
      to the
      Company, to the Company at its address set forth at the beginning hereof to
      the
      attention of Cory T. Walker, with a copy to the attention of Laurel Grammig,
      or
      at such other address as the Company shall have specified to the holder of
      each
      Note in writing.

     

    Notices
      under this Section 18 will be deemed given only when actually
      received.

     

    
      	
              19.

            	
              REPRODUCTION
OF
                DOCUMENTS.

            


    

     

    This
      Agreement and all documents relating thereto, including, without limitation,
      (a)
      consents, waivers and modifications that may hereafter be executed, (b)
      documents received by any Purchaser at each Closing (except the Notes
      themselves), and (c) financial statements, certificates and other information
      previously or hereafter furnished to the holders of Notes, may be reproduced
      by
      the holders of the Notes by any photographic, photostatic, microfilm, microcard,
      miniature photographic or other similar process and the holders of Notes may
      destroy any original document so reproduced. The Company agrees and stipulates
      that, to the extent permitted by applicable law, any such reproduction shall
      be
      admissible in evidence as the original itself in any judicial or administrative
      proceeding (whether or not the original is in existence and whether or not
      such
      reproduction was made by such holder in the regular course of business) and
      any
      enlargement, facsimile or further reproduction of such reproduction shall
      likewise be admissible in evidence. This Section 19 shall not prohibit the
      Company or any other holder of Notes from contesting any such reproduction
      to
      the same extent that it could contest the original, or from introducing evidence
      to demonstrate the inaccuracy of any such reproduction.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    
      	
              20.

            	
              CONFIDENTIAL
                INFORMATION.

            


    

     

    For
      the
      purposes of this Section 20, “Confidential
      Information”
means
      information delivered to Prudential or any Purchaser by or on behalf of the
      Company or any Subsidiary in connection with the transactions contemplated
      by or
      otherwise pursuant to this Agreement that is proprietary in nature and that
      was
      clearly marked or labeled or otherwise adequately identified when received
      by
      Prudential or such Purchaser as being confidential information of the Company
      or
      such Subsidiary, provided that such term does not include information that
      (a)
      was publicly known or otherwise known to Prudential or such Purchaser prior
      to
      the time of such disclosure, (b) subsequently becomes publicly known through
      no
      act or omission by Prudential or such Purchaser or any Person acting on
      Prudential’s or such Purchaser’s behalf, (c) otherwise becomes known to
      Prudential or such Purchaser other than through disclosure by the Company or
      any
      Subsidiary or (d) constitutes financial statements delivered to such Purchaser
      under Section 7.1 that are otherwise publicly available. Prudential and each
      Purchaser will maintain the confidentiality of such Confidential Information
      in
      accordance with procedures adopted by such Person in good faith to protect
      confidential information of third parties delivered to such Purchaser, provided
      that Prudential and such Purchaser may deliver or disclose Confidential
      Information to (i) its directors, trustees, officers, employees, agents,
      attorneys and affiliates (to the extent such disclosure reasonably relates
      to
      the administration of the investment represented by its Notes), (ii) its
      financial advisors and other professional advisors who agree to hold
      confidential the Confidential Information substantially in accordance with
      the
      terms of this Section 20, (iii) any other holder of any Note, (iv) any
      Institutional Investor to which it sells or offers to sell such Note or any
      part
      thereof or any participation therein (if such Person has agreed in writing
      prior
      to its receipt of such Confidential Information to be bound by the provisions
      of
      this Section 20), (v) any Person from which it offers to purchase any security
      of the Company (if such Person has agreed in writing prior to its receipt of
      such Confidential Information to be bound by the provisions of this Section
      20),
      (vi) any federal or state regulatory authority having jurisdiction over
      Prudential or such Purchaser, (vii) the NAIC or the SVO or, in each case, any
      similar organization, or any nationally recognized rating agency that requires
      access to information about such Purchaser’s investment portfolio, or (viii) any
      other Person to which such delivery or disclosure may be necessary or
      appropriate (w) to effect compliance with any law, rule, regulation or order
      applicable to Prudential or such Purchaser, (x) in response to any subpoena
      or
      other legal process, (y) in connection with any litigation to which Prudential
      or such Purchaser is a party or (z) if an Event of Default has occurred and
      is
      continuing, to the extent Prudential or such Purchaser may reasonably determine
      such delivery and disclosure to be necessary or appropriate in the enforcement
      or for the protection of the rights and remedies under such Purchaser’s Notes
      and this Agreement. Each holder of a Note, by its acceptance of a Note, will
      be
      deemed to have agreed to be bound by and to be entitled to the benefits of
      this
      Section 20 as though it were a party to this Agreement. On reasonable request
      by
      the Company in connection with the delivery to any holder of a Note of
      information required to be delivered to such holder under this Agreement or
      requested by such holder (other than a holder that is a party to this Agreement
      or its nominee), such holder will enter into an agreement with the Company
      embodying the provisions of this Section 20.

     

    
      	
              21.

            	
              SUBSTITUTION
OF
                PURCHASER.

            


    

     

    Each
      Purchaser shall have the right to substitute any one of its Affiliates as the
      purchaser of the Notes that such Purchaser has agreed to purchase hereunder,
      by
      written notice to the Company, which notice shall be signed by both such
      Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be
      bound by this Agreement and shall contain a confirmation by such Affiliate
      of
      the accuracy with respect to it of the representations set forth in Section
      6.
      Upon receipt of such notice, wherever the word “Purchaser” is used in this
      Agreement (other than in this Section 21), such word shall be deemed to refer
      to
      such Affiliate in lieu of such original Purchaser. In the event that such
      Affiliate is so substituted as a purchaser hereunder and such Affiliate
      thereafter transfers to such Purchaser all of the Notes then held by such
      Affiliate, upon receipt by the Company of notice of such transfer, wherever
      the
      word “Purchaser” is used in this Agreement (other than in this Section 21), such
      word shall no longer be deemed to refer to such Affiliate, but shall refer
      to
      such Purchaser, and such Purchaser shall have all the rights of an original
      holder of the Notes under this Agreement.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	
              22.

            	
              MISCELLANEOUS.

            


    

     

    22.1.    Successors
and
      Assigns.

     

    All
      covenants and other agreements contained in this Agreement by or on behalf
      of
      any of the parties hereto bind and inure to the benefit of their respective
      successors and assigns (including, without limitation, any subsequent holder
      of
      a Note) whether so expressed or not.

     

    22.2.    Payments
Due
      on Non-Business Days.

     

    Anything
      in this Agreement or the Notes to the contrary notwithstanding (but without
      limiting any requirement in Sections 8.2, 8.3 or 8.4 that the notice of any
      prepayment specify a Business Day as the date fixed for such prepayment), (a)
      any payment of principal of or applicable Make-Whole Amount or interest on
      any
      Fixed Rate Note that is due on a date other than a Business Day shall be made
      on
      the next succeeding Business Day without including the additional days elapsed
      in the computation of the interest payable on such next succeeding Business
      Day;
      provided that if the maturity date of any Fixed Rate Note is a date other than
      a
      Business Day the payment otherwise due on such maturity date shall be made
      on
      the next succeeding Business Day and shall include the additional days elapsed
      in the computation of interest payable on such next succeeding Business Day
      and
      (b) any payment of principal of or applicable Optional Floating Rate Prepayment
      Amount or Breakage Cost Obligation or interest on any Floating Rate Shelf Note
      that is due on a date other than a Business Day shall be made on the next
      succeeding Business Day (or immediately preceding Business Day, with respect
      to
      any Note subject to a LIBOR Rate in certain instances described in Section
      8.9),
      and shall include the additional days elapsed in the computation of the interest
      payable on such next succeeding Business Day.

     

    22.3.    Severability.

     

    Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall (to the full extent permitted by law) not invalidate or
      render unenforceable such provision in any other jurisdiction.

     

    22.4.    Construction.

     

    Each
      covenant contained herein shall be construed (absent express provision to the
      contrary) as being independent of each other covenant contained herein, so
      that
      compliance with any one covenant shall not (absent such an express contrary
      provision) be deemed to excuse compliance with any other covenant. Where any
      provision herein refers to action to be taken by any Person, or which such
      Person is prohibited from taking, such provision shall be applicable whether
      such action is taken directly or indirectly by such Person.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    22.5.    Counterparts.

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original but all of which together shall constitute one instrument. Each
      counterpart may consist of a number of copies hereof, each signed by less than
      all, but together signed by all, of the parties hereto.

     

    22.6.    Governing
Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS
      OF
      THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING
      CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE
      APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

     

    [Remainder
      of Page Intentionally Left Blank; Next Page is Signature Page]

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    


    If
      you
      are in agreement with the foregoing, please sign the form of agreement on the
      accompanying counterpart of this Agreement and return it to the Company,
      whereupon the foregoing shall become a binding agreement among Prudential,
      the
      Purchasers and the Company.

     

    
      	 	 	 
	 	Very truly yours,
	 	 
	 	
              BROWN
                & BROWN, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	Name: 
	 	Title: 


    

     

    The
      foregoing is hereby

    agreed
      to
      as of the

    date
      thereof.

    
      	 	 	 	 	 
	THE PRUDENTIAL
              INSURANCE
              COMPANY
OF AMERICA	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
              

            	 	 	
            
	Name:
Title:     
              Vice President	 	 	 


    

     

    
      	 	 	 	 	 	 
	PRUDENTIAL
              RETIREMENT INSURANCE
AND ANNUITY COMPANY	 	 	 
	By:	Prudential
              Investment Management, Inc.,

              as
                investment manager

            	 	 	 
	 	 	 	 	 	 
	 	By:	
            	 	 	 
	 	 	
              

            	 	 	
            
	 	Name:
Title:	
Vice President	 	 	 


    

     

    
      
        	
              	 	 	 	 
	
                PRUDENTIAL
                  INVESTMENT MANAGEMENT, INC.

              	 	 	 
	By:	 	 	 	 
	 	
                

              	 	 	
              
	Name:
Title:     
                Vice President	 	 


      

    

     

    
      [Signature
        Page to Note Purchase Agreement]

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    SCHEDULE
      A

    


    INFORMATION
      RELATING TO PURCHASERS

    


    
      	
              Purchaser
                Name

            	 	
              THE
                PRUDENTIAL INSURANCE COMPANY OF AMERICA

            
	
              Name
                in which to register Notes 

            	 	
              THE
                PRUDENTIAL INSURANCE COMPANY OF AMERICA

            
	 	 	 
	
              Note
                registration number; principal amount

            	 	
              R-1;
                $11,300,000

            
	 	 	 
	
              Payment
                on account of Note

               

              Method

               

              Account
                information

            	 	
               

               

              Federal
                Funds Wire Transfer

               

              JPMorgan
                Chase Bank

              New
                York, NY

              ABA
                No.: 021-000-021

              Account
                Name: Prudential Managed Portfolio

              Account
                No.: P86188

               

              Each
                such wire transfer shall set forth the name of the Company, a reference
                to
                “5.66% Senior Notes due 2016, PPN 115236
                A# 8”
                and the due date and application (as among principal, interest and
                Yield-Maintenance Amount) of the payment being made.

            
	 	 	 
	
              Accompanying
                information

            	 	
              Name
                of
                Issuer:                       
                BROWN
                & BROWN, INC.

               

              Description
                of

              Security:                                   
                5.66%
                Series C Senior Notes due December 22, 2016

               

              PPN:                                         
                115236
                A# 8

               

              Due
                date and application (as among principal, premium and interest) of
                the
                payment being made.

            
	 	 	 
	
              Address
                / Fax # for notices related to payments

            	 	
              The
                Prudential Insurance Company of America

              c/o
                Investment Operations Group

              Gateway
                Center Two, 10th Floor

              100
                Mulberry Street

              Newark,
                NJ 07102-4077

              Attn:
                Manager, Billings and Collections

               

              with
                telephonic prepayment notices to:

               

              Manager,
                Trade Management Group

              Tel: 973-367-3141

              Fax: 888-889-3832

            
	 	 	 
	
              Address
                / Fax # for all other notices

            	 	
              The
                Prudential Insurance Company of America

              c/o
                Investment Operations Group

              Gateway
                Center Two, 10th Floor

              100
                Mulberry Street

              Newark,
                NJ 07102-4077

              Attn:
                Managing Director

            
	 	 	 


    

     

    
      Schedule
        A-1

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Purchaser
                  Name

              	 	
                THE
                  PRUDENTIAL INSURANCE COMPANY OF
                  AMERICA

              


      

    

    
      	
              Instructions
                re Delivery of Notes 

            	 	
              Prudential
                Capital Group

              1170
                Peachtree Street, Suite 500

              Atlanta,
                GA 30309

              Attention:
                Michael R. Fierro, Esq.

              Telephone:
                (404) 870-3753

            
	 	 	 
	
              Signature
                Block

            	 	
              THE
                PRUDENTIAL INSURANCE COMPANY OF AMERICA

               

               

              By:___________________________________

              Name:

              Title:
                Vice President

            
	 	 	 
	
              Tax
                identification number

            	 	
              22-1211670

            
	 	 	 


    

     

    
      Schedule
        A-2

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                Purchaser
                  Name

              	 	
                THE
                  PRUDENTIAL INSURANCE COMPANY OF AMERICA

              
	
                Name
                  in which to register Notes 

              	 	
                THE
                  PRUDENTIAL INSURANCE COMPANY OF AMERICA

              
	 	 	 
	
                Note
                  registration number; principal amount

              	 	
                R-2;
                  $12,500,000

              
	 	 	 
	
                Payment
                  on account of Note

                 

                Method

                 

                Account
                  information

              	 	
                 

                 

                Federal
                  Funds Wire Transfer

                 

                JPMorgan
                  Chase Bank

                New
                  York, NY

                ABA
                  No.: 021-000-021

                Account
                  Name: Prudential Managed Portfolio

                Account
                  No.: P86189

                 

                Each
                  such wire transfer shall set forth the name of the Company, a reference
                  to
                  “5.66% Senior Notes due 2016, PPN 115236
                  A# 8”
                  and the due date and application (as among principal, interest
                  and
                  Yield-Maintenance Amount) of the payment being made.

              
	 	 	 
	
                Accompanying
                  information

              	 	
                Name
                  of
                  Issuer:                       
                  BROWN
                  & BROWN, INC.

                 

                Description
                  of

                Security:                                   
                  5.66%
                  Series C Senior Notes due December 22, 2016

                 

                PPN:                                          
                  115236
                  A# 8

                 

                Due
                  date and application (as among principal, premium and interest)
                  of the
                  payment being made.

              
	 	 	 
	
                Address
                  / Fax # for notices related to payments

              	 	
                The
                  Prudential Insurance Company of America

                c/o
                  Investment Operations Group

                Gateway
                  Center Two, 10th Floor

                100
                  Mulberry Street

                Newark,
                  NJ 07102-4077

                Attn:
                  Manager, Billings and Collections

                 

                with
                  telephonic prepayment notices to:

                 

                Manager,
                  Trade Management Group

                Tel: 973-367-3141

                Fax: 888-889-3832

              
	 	 	 
	
                Address
                  / Fax # for all other notices

              	 	
                The
                  Prudential Insurance Company of America

                c/o
                  Investment Operations Group

                Gateway
                  Center Two, 10th Floor

                100
                  Mulberry Street

                Newark,
                  NJ 07102-4077

                Attn:
                  Managing Director

              
	 	 	 
	
                Instructions
                  re Delivery of Notes 

              	 	
                Prudential
                  Capital Group

                1170
                  Peachtree Street, Suite 500

                Atlanta,
                  GA 30309

                Attention:
                  Michael R. Fierro, Esq.

                Telephone:
                  (404) 870-3753

              
	 	 	 


      

      
         

        Schedule
          A-3

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          	
                  Purchaser
                    Name

                	 	
                  THE
                    PRUDENTIAL INSURANCE COMPANY OF
                    AMERICA

                


        

      

      
        	
                Signature
                  Block

              	 	
                THE
                  PRUDENTIAL INSURANCE COMPANY OF AMERICA

                 

                 

                By:___________________________________

                Name:

                Title:
                  Vice President

              
	 	 	 
	
                Tax
                  identification number

              	 	
                22-1211670

              
	 	 	 


      

    

    
       

      Schedule
        A-4

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Purchaser
                  Name

              	 	
                PRUDENTIAL
                  RETIREMENT INSURANCE AND ANNUITY COMPANY

              
	
                Name
                  in which to register Notes 

              	 	
                PRUDENTIAL
                  RETIREMENT INSURANCE AND ANNUITY COMPANY

              
	 	 	 
	
                Note
                  registration number; principal amount

              	 	
                R-3;
                  $1,200,000

              
	 	 	 
	
                Payment
                  on account of Note

                 

                Method

                 

                Account
                  information

              	 	
                 

                 

                Federal
                  Funds Wire Transfer

                 

                JPMorgan
                  Chase Bank

                New
                  York, NY

                ABA
                  No.: 021-000-021

                Account
                  Name: PRIAC

                Account
                  No.: P86329

                 

                Each
                  such wire transfer shall set forth the name of the Company, a reference
                  to
                  “5.66% Senior Notes due 2016, PPN 115236
                  A# 8”
                  and the due date and application (as among principal, interest
                  and
                  Yield-Maintenance Amount) of the payment being made.

              
	 	 	 
	
                Accompanying
                  information

              	 	
                Name
                  of
                  Issuer:                       BROWN
                  & BROWN, INC.

                 

                Description
                  of

                Security:                                   
                  5.66%
                  Series C Senior Notes due December 22, 2016

                 

                PPN:                                          
                  115236
                  A# 8

                 

                Due
                  date and application (as among principal, premium and interest)
                  of the
                  payment being made.

              
	 	 	 
	
                Address
                  / Fax # for notices related to payments

              	 	
                Prudential
                  Retirement Insurance and Annuity Company

                c/o
                  Prudential Investment Management, Inc.

                Private
                  Placement Trade Management

                PRIAC
                  Administration

                Gateway
                  Center Four, 7th Floor

                100
                  Mulberry Street

                Newark,
                  NJ 07102

                Telephone:
                  (973) 802-8107

                Facsimile:
                  (888) 889-3832

              
	 	 	 
	
                Address
                  / Fax # for all other notices

              	 	
                Prudential
                  Retirement Insurance and Annuity Company

                c/o
                  Prudential Capital Group

                1170
                  Peachtree Street, Suite 500

                Atlanta,
                  GA 30309

                Attn:
                  Managing Director

              
	 	 	 
	
                Instructions
                  re Delivery of Notes 

              	 	
                Prudential
                  Capital Group

                1170
                  Peachtree Street, Suite 500

                Atlanta,
                  GA 30309

                Attention:
                  Michael R. Fierro, Esq.

                Telephone:
                  (404) 870-3753

              
	 	 	 


      

       

      
        Schedule
          A-5

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          	
                  Purchaser
                    Name

                	 	
                  PRUDENTIAL
                    RETIREMENT INSURANCE AND ANNUITY
                    COMPANY

                


        

      

      
        	
                Signature
                  Block

              	 	
                PRUDENTIAL
                  RETIREMENT INSURANCE AND ANNUITY

                COMPANY

                By:           Prudential
                  Investment Management, Inc.,

                 
                  as investment manager

                 

                By:______________________________

                Name:

                Title: Vice
                  President

              
	 	 	 
	
                Tax
                  identification number

              	 	
                06-1050034

              
	 	 	 


      

    

    
       

      Schedule
        A-6

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

    DEFINED
      TERMS

     

    As
      used
      herein, the following terms have the respective meanings set forth below or
      set
      forth in the Section hereof following such term:

     

    “Acceptance”
is
      defined in Section 2.2(f).

     

    “Acceptance
      Day”
is
      defined in Section 2.2(f).

     

    “Acceptance
      Window”
is
      defined in Section 2.2.(f).

     

    “Accepted
      Note”
is
      defined in Section 2.2(f).

     

    “Affiliate”
means,
      at any time, and with respect to any Person, any other Person that at such
      time
      directly or indirectly through one or more intermediaries Controls, or is
      Controlled by, or is under common Control with, such first Person. As used
      in
      this definition, “Control”
      means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise. Unless the context
      otherwise clearly requires, any reference to an “Affiliate” is a reference to an
      Affiliate of the Company.

     

    “Agreement”
is
      defined in Section 17.3.

     

    “Applicable
      Margin”
means,
      as to any Floating Rate Shelf Note, the percentage set forth opposite
“Applicable Margin” in the Confirmation of Acceptance relating to such
      Series.

     

    “Asset
      Disposition”
means
      any Transfer except:

     

    (a)         
      any

     

    (i)         
      Transfer
      from a Subsidiary to the Company or a Wholly-Owned Subsidiary;

     

    (ii)         
      Transfer
      from the Company to a Wholly-Owned Subsidiary; and

     

    (iii)         
      Transfer
      from the Company or a Wholly-Owned Subsidiary to a Subsidiary (other than a
      Wholly-Owned Subsidiary) or from a Subsidiary to another Subsidiary, which
      in
      either case is for Fair Market Value;

     

    so
      long
      as immediately before and immediately after the consummation of any such
      Transfer and after giving effect thereto, no Default or Event of Default exists;
      and

     

    (b)         
      any
      Transfer made in the ordinary course of business and involving only property
      that is either (i) inventory held for sale or (ii) equipment, fixtures, supplies
      or materials that are obsolete.

     

    “Available
      Facility Amount”
is
      defined in Section 2.2(a).

     

    
      
        
        

      

      
        Schedule
          B-1

        
          

        

      

      
        
        

      

    

     

    “Average
      Life”
means,
      with respect to any issuance of Shelf Notes, the number of years (calculated
      to
      the nearest one-twelfth year) obtained by dividing (i) the principal amount
      of
      such Shelf Note into (ii) the sum of the products obtained by multiplying (a)
      the principal amount of each proposed mandatory repayment of the principal
      thereof by (b) the number of years (calculated to the nearest one-twelfth year)
      which will elapse between the applicable Closing Day with respect to such Shelf
      Note and the date of such mandatory prepayment.

     

    “Bank
      Credit Agreement”
means,
      collectively, that certain Revolving Loan Agreement, dated as of September
      29,
      2003, between the Company and SunTrust Bank and that certain Amended and
      Restated Revolving and Term Loan Agreement, dated as of January 3, 2001, between
      the Company and SunTrust Bank, each as amended, refinanced or replaced from
      time
      to time. 

     

    “Book
      of Business Sales” means
      the
      sale by the Company or any Subsidiary in the ordinary course of business of
      a
      book of business, either by the sale of assets or Capital Stock, which may
      include the sale of what is characterized as its profit center operations (i.e.
      office) that are made from time to time and are consistent with past practices,
      and where the value is less than $10,000,000.

     

    “Breakage
      Cost Obligation”
is
      defined in Section 8.9(b).

     

    “Brown
      Family”
means,
      collectively, (a) J. Hyatt Brown and Celia Brown and their children and
      grandchildren and (b) Persons controlled by or for the benefit of such
      individuals.

     

    “Business
      Day”
means
      any day other than (i) a Saturday or a Sunday, (ii) a day on which commercial
      banks in New York City are required or authorized to be closed, (iii) for
      purposes of Section 2.2 hereof only, a day on which Prudential is not open
      for
      business and (iv) in respect of any determination of the LIBOR Rate or any
      payment in respect of a Floating Rate Shelf Note that bears interest based
      on
      the LIBOR Rate, any day on which commercial banks and foreign exchange markets
      are not open in respect of U.S. Dollar deposits in London.

     

    “Cancellation
      Date”
is
      defined in Section 2.2(i)(iii).

     

    “Cancellation
      Fee”
is
      defined in Section 2.2(i)(iii).

     

    “Capital
      Lease”
means,
      at any time, a lease with respect to which the lessee is required concurrently
      to recognize the acquisition of an asset and the incurrence of a liability
      in
      accordance with GAAP.

     

    “Capital
      Stock”
means
      any class of capital stock, share capital, limited liability company membership
      interest or units, general or limited partnership interest or any other similar
      equity interest of a Person.

     

    “Change
      in Control”
is
      defined in Section 8.3(f).

     

    “Change
      in Control Prepayment Date”
is
      defined in Section 8.3(b).

     

    “Closing”
is
      defined in Section 3.2.

     

    
      
        
        

      

      
        Schedule
          B-2

        
          

        

      

      
        
        

      

    

     

    “Closing
      Day”
means,
      with respect to the Series C Notes, the First Closing Date and, with respect
      to
      any Accepted Note, the Business Day specified for the closing of the purchase
      and sale of such Accepted Note in the Request for Purchase of such Accepted
      Note
      in accordance with Section 2.2(d), provided
      that
      (a) if
      the Company and the Purchasers which are obligated to purchase such Accepted
      Note agree on an earlier Business Day for such closing, the “Closing
      Day”
for
      such Accepted Note shall be such earlier Business Day, and (b) if the closing
      of
      the purchase and sale of such Accepted Note is rescheduled pursuant to Section
      2.2(h), the Closing Day for such Accepted Note, for all purposes of this
      Agreement except references to “original Closing Day” in Section 2.2(i)(ii),
      shall mean the Rescheduled Closing Day with respect to such Accepted
      Note.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, and the rules
      and regulations promulgated thereunder from time to time.

     

    “Company”
is
      defined in the introductory paragraph of this Agreement.

     

    “Confidential
      Information”
is
      defined in Section 20.

     

    “Confirmation
      of Acceptance”
is
      defined in Section 2.2(f).

     

    “Consolidated
      EBITDA”
means,
      for any period, the result of (a) Consolidated Net Income for such period plus,
      to the extent deducted in determining Consolidated Net Income for such period,
      the aggregate amount of (i) Consolidated Interest Expense for such period,
      (ii)
      income tax expense for such period, (iii) depreciation and amortization for
      such
      period and (iv) non-cash charges, including all non-cash compensation, minus
      (b)
      gains on sales of assets (excluding sales in the ordinary course of business,
      which would include Book of Business Sales) and other extraordinary gains and
      other one-time non-cash gains, all as determined in accordance with
      GAAP.

     

    “Consolidated
      Interest Expense”
means,
      for any period, the sum, for the Company and its Subsidiaries (determined in
      accordance with GAAP), of all interest expense in respect of Indebtedness
      (including, without limitation, the interest component of any payments in
      respect of Capital Lease obligations) accrued or capitalized during such period;
      provided, however, that in calculating Consolidated Interest Expense effect
      shall be given to any interest rate protection agreements, whether or not such
      agreements constitute debits or credits in accordance with GAAP.

     

    “Consolidated
      Net Income”
means,
      for any period, the net income (or loss) of the Company and its Subsidiaries,
      determined on a consolidated basis for such period and as determined in
      accordance with GAAP, adjusted to exclude the effect of any extraordinary gain
      or loss.

     

    “Consolidated Net
      Indebtedness”
means,
      as of any date of determination, the total of all Indebtedness of the Company
      and its Subsidiaries outstanding on such date, after eliminating all offsetting
      debits and credits between the Company and its Subsidiaries and all other items
      required to be eliminated in the course of preparation of consolidated financial
      statements of the Company and its Subsidiaries in accordance with GAAP, less
      the
      aggregate amount of Permitted Investments in excess of $25,000,000.

     

    
      
        
        

      

      
        Schedule
          B-3

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      Net Worth”
      means,
      as of
      any date, total stockholders’ equity of the Company and its Subsidiaries as of
      such date, determined on a consolidated basis in accordance with
      GAAP.

     

    “Consolidated
      Rental Expense”
means,
      for any period, the sum of all rentals paid or payable under operating lease
      obligations of the Company and its Subsidiaries (including, without limitation,
      all payments which the lessee is obligated to make to the lessor as the result
      of the termination of a lease obligation or any surrender of the property
      subject to such lease obligation, but excluding therefrom any amounts required
      to be paid by the Company or a Subsidiary (whether or not designated as rents
      or
      additional rents) on account of maintenance, repairs, insurance, taxes and
      similar charges), all determined on a consolidated basis for such
      period.

     

    “Consolidated
      Total Assets”
means,
      as of any date, the total assets of the Company and its Subsidiaries which
      would
      be shown as assets on a consolidated balance sheet of the Company and its
      Subsidiaries as of such date prepared in accordance with GAAP, after eliminating
      all amounts properly attributable to minority interests, if any, in the stock
      and surplus of Subsidiaries.

     

    “Debt
      Prepayment Application”
means,
      with respect to any Asset Disposition of any property, the application by the
      Company or any Subsidiary, as the case may be, of cash in an amount equal to
      the
      Net Proceeds with respect to such Asset Disposition to pay Senior Debt (other
      than (a) Senior Debt owing to the Company or any of its Subsidiaries or any
      Affiliate and (b) Senior Debt in respect of any revolving credit or similar
      facility providing any Obligor or any such Subsidiary with the right to obtain
      loans or other extensions of credit from time to time, unless in connection
      with
      such payment of Senior Debt the availability of credit under such credit
      facility is permanently reduced by an amount not less than the amount of such
      proceeds applied to the payment of such Senior Debt), provided
      that in
      the course of making such application the Company shall offer to prepay each
      outstanding Note, in accordance with Section 8.4, in a principal amount equal
      to
      the Ratable Portion of the holder of such Note in respect of such Asset
      Disposition. If any holder of a Note fails to accept such offer of prepayment,
      then, for purposes of the preceding sentence only, the Company nevertheless
      will
      be deemed to have paid Senior Debt in an amount equal to the Ratable Portion
      of
      the holder of such Note in respect of such Asset Disposition.

     

    “Debt
      Prepayment Transfer”
is
      defined in Section 8.4(a).

     

    “Default”
means
      an event or condition the occurrence or existence of which would, with the
      lapse
      of time or the giving of notice or both, become an Event of
      Default.

     

    “Default
      Rate”
means
      that rate of interest in respect of a Series of Notes that is the greater of
      (a)
      2% per annum above the rate of interest then in effect in respect of the Notes
      of such Series or (b) 2% over the Prime Rate.

     

    “Delayed
      Delivery Fee”
is
      defined in Section 2.2(i)(ii).

     

    
      
        
        

      

      
        Schedule
          B-4

        
          

        

      

      
        
        

      

    

     

    “Disposition
      Value”
means,
      at any time, with respect to any property

     

    (c) in
      the
      case of property that does not constitute Subsidiary Stock, the book value
      thereof, valued at the time of such disposition in good faith by the Company,
      and

     

    (d) in
      the
      case of property that constitutes Subsidiary Stock, an amount equal to that
      percentage of book value of the assets of the Subsidiary that issued such stock
      as is equal to the percentage that the book value of such Subsidiary Stock
      represents of the book value of all of the outstanding Capital Stock of such
      Subsidiary (assuming, in making such calculations, that all Securities
      convertible into such Capital Stock are so converted and giving full effect
      to
      all transactions that would occur or be required in connection with such
      conversion) determined at the time of the disposition thereof in good faith
      by
      the Company.

     

    “Environmental
      Laws”
means
      any and all Federal, state, local, and foreign statutes, laws, regulations,
      ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
      franchises, licenses, agreements or governmental restrictions relating to
      pollution and the protection of the environment or the release of any materials
      into the environment, including but not limited to those related to hazardous
      substances or wastes, air emissions and discharges to waste or public
      systems.

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and the rules and regulations promulgated thereunder from time to time
      in
      effect.

     

    “ERISA
      Affiliate”
means
      any trade or business (whether or not incorporated) that is treated as a single
      employer together with the Company under section 414 of the Code.

     

    “Event
      of Default”
is
      defined in Section 11.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Facility”
is
      defined in Section 2.2(a).

     

    “Fair
      Market Value”
means,
      at any date of determination and with respect to any property, the sale value
      of
      such property that would be realized in an arm’s-length sale at such time
      between an informed and willing buyer and an informed and willing seller
      (neither being under a compulsion to buy or sell) as determined by a Responsible
      Officer of the Company acting in good faith.

     

    “Financing
      Documents”
means
      this Agreement, the Notes and any Subsidiary Guaranty, as each may be amended,
      restated or otherwise modified from time to time, and all other documents to
      be
      executed and/or delivered in favor of any holders of Notes, or all of them,
      by
      the Company, any of its Subsidiaries, or any other Person in connection with
      this Agreement.

     

    “First
      Closing”
is
      defined in Section 3.1.

     

    “First
      Closing Date”
means
      December 22, 2006.

     

    
      
        
        

      

      
        Schedule
          B-5

        
          

        

      

      
        
        

      

    

     

    “Fixed
      Charge Coverage Ratio”
means,
      at the end of any fiscal quarter, the ratio of (a) the sum of (i) Consolidated
      EBITDA plus
      (ii)
      Consolidated Rental Expense, both calculated for the period of four consecutive
      fiscal quarters then ended to (b) the sum of (i) Consolidated Interest Expense
      plus
      (ii)
      Consolidated Rental Expense, both calculated for such period.

     

    “Fixed
      Rate Notes”
means
      the Series C Note and the Fixed Rate Shelf Notes.

     

    “Fixed
      Rate Shelf Note”
is
      defined in Section 1(b).

     

    “Floating
      Rate Available Facility Amount”
is
      defined in Section 2.2(a).

     

    “Floating
      Rate Shelf Note”
is
      defined in Section 1(c).

     

    “GAAP”
means
      generally accepted accounting principles as in effect from time to time in
      the
      United States of America.

     

    “Governmental
      Authority”
      means

     

    (a)         
      the
      government of

     

    (i)         
      the
      United States of America or any State or other political subdivision thereof,
      or

     

    (ii)         
      any
      jurisdiction in which the Company or any Subsidiary conducts all or any part
      of
      its business, or which asserts jurisdiction over any properties of the Company
      or any Subsidiary, or

     

    (b)         
      any
      entity exercising executive, legislative, judicial, regulatory or administrative
      functions of, or pertaining to, any such government.

     

    “Guaranty”
means,
      with respect to any Person, any obligation (except the endorsement in the
      ordinary course of business of negotiable instruments for deposit or collection)
      of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend
      or other obligation of any other Person in any manner, whether directly or
      indirectly, including (without limitation) obligations incurred through an
      agreement, contingent or otherwise, by such Person:

     

    (a)         
      to
      purchase such Indebtedness or obligation or any property constituting security
      therefor;

     

    (b)         
      to
      advance or supply funds (i) for the purchase or payment of such Indebtedness
      or
      obligation, or (ii) to maintain any working capital or other balance sheet
      condition or any income statement condition of any other Person or otherwise
      to
      advance or make available funds for the purchase or payment of such Indebtedness
      or obligation;

     

    (c)         
      to
      lease
      properties or to purchase properties or services primarily for the purpose
      of
      assuring the owner of such Indebtedness or obligation of the ability of any
      other Person to make payment of the Indebtedness or obligation; or

     

    
      
        
        

      

      
        Schedule
          B-6

        
          

        

      

      
        
        

      

    

     

    (d)         
      otherwise
      to assure the owner of such Indebtedness or obligation against loss in respect
      thereof.

     

    In
      any
      computation of the Indebtedness or other liabilities of the obligor under any
      Guaranty, the Indebtedness or other obligations that are the subject of such
      Guaranty shall be assumed to be direct obligations of such obligor.

     

    “Hedge
      Treasury Note(s)”
means,
      with respect to any Accepted Note, the United States Treasury Note or Notes
      whose duration (as determined by Prudential) most closely matches the duration
      of such Accepted Note.

     

    “holder”
means,
      with respect to any Note, the Person in whose name such Note is registered
      in
      the register maintained by the Company pursuant to Section 13.1.

     

    “Hostile
      Tender Offer”
means,
      with respect to the use of proceeds of any Note, any offer to purchase, or
      any
      purchase of, shares of capital stock of any corporation or equity interests
      in
      any other entity, or securities convertible into or representing the beneficial
      ownership of, or rights to acquire, any such shares or equity interests, if
      such
      shares, equity interests, securities or rights are of a class which is publicly
      traded on any securities exchange or in any over-the-counter market, other
      than
      purchases of such shares, equity interests, securities or rights representing
      less than 5% of the equity interests or beneficial ownership of such corporation
      or other entity for portfolio investment purposes, and such offer or purchase
      has not been duly approved by the board of directors of such corporation or
      the
      equivalent governing body of such other entity prior to the date on which the
      Company makes the Request for Purchase of such Note.

     

    “Indebtedness”
means,
      with respect to any Person, at any time, without duplication,

     

    (a)         
      its
      liabilities for borrowed money and its redemption obligations in respect of
      mandatorily redeemable Preferred Stock;

     

    (b)         
      its
      liabilities for the deferred purchase price of property acquired by such
      Person (including
      all liabilities created or arising under any conditional sale or other title
      retention agreement with respect to any such property but excluding (i) accounts
      payable arising in the ordinary course of business and (ii) payment obligations
      in respect of acquisitions of any Person (whether by acquisition of a
      majority of the Voting Stock of such Person or all or substantially all of
      its
      assets) to the extent that the amount thereof is dependent on the future
      financial performance of such Person (or assets) until such time as any such
      obligation would be required to be shown on a balance sheet of such Person
      prepared at such time in accordance with GAAP (at which time such obligation
      shall constitute “Indebtedness”));

     

    (c)         
      all
      liabilities appearing on its balance sheet in accordance with GAAP in respect
      of
      Capital Leases;

     

    (d)         
      all
      liabilities for borrowed money secured by any Lien with respect to any property
      owned by such Person (whether or not it has assumed or otherwise become liable
      for such liabilities); and

     

    
      
        
        

      

      
        Schedule
          B-7

        
          

        

      

      
        
        

      

    

     

    (e)         
      any
      Guaranty of such Person with respect to liabilities of a type described in
      any
      of clauses (a) through (d) hereof excluding letters of credit except for standby
      letters of credit constituting credit support for any Indebtedness described
      in
      clauses (a) through (d) above.

     

    Indebtedness
      of any Person shall include all obligations of such Person of the character
      described in clauses (a) through (e) to the extent such Person remains legally
      liable in respect thereof notwithstanding that any such obligation is deemed
      to
      be extinguished under GAAP.

     

    “Initial
      Subsidiary Guarantors”
is
      defined in Section 9.6(a).

     

    “INHAM
      Exemption”
is
      defined in Section 6.2(e).

     

    “Institutional
      Investor”
means
      (a) any original purchaser of a Note, (b) any holder of a Note holding more
      than
      5% of the aggregate principal amount of the Notes then outstanding, and (c)
      any
      bank, trust company, savings and loan association or other financial
      institution, any pension plan, any investment company, any insurance company,
      any broker or dealer, or any other similar financial institution or entity,
      regardless of legal form.

     

    “Interest
      Period”
means:
      

     

    (a)         
      as
      to any
      Floating Rate Shelf Note that bears a LIBOR Rate of interest, the one (1),
      two
      (2), three (3) or six (6) month period (as the Company may elect or be deemed
      to
      elect as provided herein) commencing on the date of the issuance of such
      Floating Rate Shelf Note (or on the last day of the immediately preceding
      Interest Period applicable thereto), and ending on the numerically corresponding
      day (or, if there is no numerically corresponding day, on the last day) in
      the
      first (1st), second (2nd), third (3rd) or sixth (6th) succeeding calendar month,
      as the case may be; and

     

    (b)         
      as
      to any
      Floating Rate Shelf Note that bears a Prime Rate of interest, the three (3)
      month period commencing on the date of the issuance of such Floating Rate Shelf
      Note (or, in connection with a conversion of such Note from Prime Rate to the
      LIBOR Rate, such shorter period designated by the Company in a written notice
      delivered to the holder of such Floating Rate Shelf Note, which written notice
      shall be delivered at least five Business Days prior to such conversion), and
      ending on the numerically corresponding day (or, if there is no numerically
      corresponding day, on the last day) of the third succeeding calendar month;
      provided,
      however,
      that
      any changes in the rate of interest resulting from changes in the Prime Rate
      shall take place immediately regardless of whether such change shall occur
      during such Interest Period;

     

     provided further,
      that
      the foregoing provisions relating to Interest Periods are subject to the
      following:

     

    (i)         
      if
      any
      Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless such next
      succeeding Business Day would fall in the next calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

     

    
      
        
        

      

      
        Schedule
          B-8

        
          

        

      

      
        
        

      

    

     

    (ii)         
      any
      Interest Period that begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of the
      first (1st), second (2nd), third (3rd) or sixth (6th) succeeding calendar month,
      as the case may be; and

     

    (iii)         
      no
      Interest Period shall extend beyond the scheduled maturity date of such Floating
      Rate Shelf Note.

     

    Interest
      shall accrue from and including the first day of an Interest Period to but
      excluding the earlier of (x) the last day of such Interest Period and (y) the
      day on which the applicable Floating Rate Shelf Note is repaid or
      prepaid

     

    “Issuance
      Fee”
is
      defined in Section 2.2(i)(i).

     

    “Issuance
      Period”
is
      defined in Section 2.2(b).

     

    “LIBOR”
means,
      in respect of any Interest Period, (i) the interest rate per annum (rounded
      upwards, if necessary, to the next higher 1/100th of 1%) for deposits in U.S.
      Dollars, for a period of time comparable to such Interest Period, as reported
      by
      the British Bankers’ Association as of 11:00 A.M. London time on the day that is
      two Business Days prior to the first day of such Interest Period; or (ii) if
      such rate ceases to be reported in accordance with the above clause (i) or
      is
      unavailable, the rate per annum quoted by JP Morgan Chase Bank at approximately
      11:00 A.M. London time on the first day of such Interest Period for loans in
      U.S. Dollars to major banks in the London interbank Eurodollar market for a
      period equal to such Interest Period, commencing on the first day of such
      Interest Period, and in an amount comparable to the aggregate outstanding
      principal amount of the applicable Floating Rate Shelf Note with respect to
      which LIBOR is being calculated thereunder.

     

    “LIBOR
      Rate” means
      for
      each Interest Period with respect to any Floating Rate Shelf Note, a per annum
      rate of interest equal to LIBOR plus the Applicable Margin.

     

    “Lien”
means,
      with respect to any Person, any mortgage, lien, pledge, charge, security
      interest or other encumbrance, or any interest or title of any vendor, lessor,
      lender or other secured party to or of such Person under any conditional sale
      or
      other title retention agreement or Capital Lease, upon or with respect to any
      property or asset of such Person (including in the case of stock, stockholder
      agreements, voting trust agreements and all similar arrangements).

     

    “Make-Whole
      Amount”
is
      defined in Section 8.8.

     

    “Material”
means
      material in relation to the business, operations, affairs, financial condition,
      assets, or properties of the Company and its Subsidiaries taken as a
      whole.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on (a) the business, operations, affairs, financial
      condition, assets or properties of the Company and its Subsidiaries taken as
      a
      whole, (b) the ability of the Company to perform its obligations under this
      Agreement or the Notes or (c) the validity or enforceability of this Agreement,
      the Notes or any Subsidiary Guaranty.

     

    
      
        
        

      

      
        Schedule
          B-9

        
          

        

      

      
        
        

      

    

     

    “Multiemployer
      Plan”
means
      any Plan that is a “multiemployer plan” (as such term is defined in section
      4001(a)(3) of ERISA).

     

    “NAIC”
means
      the National Association of Insurance Commissioners or any successor
      thereto.

     

    “NAIC
      Annual Statement”
is
      defined in Section 6.2(a).

     

    “Net
      Proceeds” means,
      with respect to any Transfer of any property by any Person, an amount equal
      to
      the difference of

     

    (f)         
      the
      aggregate amount of the consideration (valued at the Fair Market Value of such
      consideration at the time of the consummation of such Transfer) received by
      such
      Person in respect of such Transfer, minus

     

    (g)         
      all
      ordinary and reasonable out-of-pocket costs and expenses actually incurred
      by
      such Person in connection with such Transfer.

     

    “Notes”
is
      defined in Section 1.

     

    “Obligors”
means,
      collectively, the Company and the Subsidiary Guarantors, if any.

     

    “Officer’s
      Certificate”
means
      a
      certificate of a Senior Financial Officer or of any other officer of the Company
      whose responsibilities extend to the subject matter of such
      certificate.

     

    “Optional
      Floating Rate Prepayment Amount”
is
      defined in Section 8.2(c).

     

    “PBGC”
means
      the Pension Benefit Guaranty Corporation referred to and defined in ERISA or
      any
      successor thereto.

     

    “Permitted
      Investments” means
      the
      aggregate amount of the following: (to the extent not subject to set-off rights,
      otherwise subject to Liens, or securing liabilities that do not constitute
      Indebtedness):

     

    (a)         
      cash
      balances maintained by the Company or any Subsidiary with Prime
      Banks;

     

    (b)         
      the
      principal amount of all negotiable certificates of deposit, commercial paper
      or
      promissory notes held by the Company or any Subsidiary having a maturity not
      exceeding one year issued by (i) any United States or any state or governmental
      agency that is rated at least “A” by Moody’s or “A” by Standard and Poor’s or
      (ii) any other entity the short-term debt obligations of which are rated at
      least “A” by Moody’s or “A” by Standard and Poor’s or (iii) any Prime Bank;
      and

     

    (c)         
      investments
      in investment funds, investment companies or similar entities sponsored or
      managed by Prime Banks or other financial institutions which meet the
      requirements set forth in clause (b) above and 80% or more of the portfolio
      of
      which constitutes cash or other securities of the type specified in clause
      (b)
      above.

     

    
      
        
        

      

      
        Schedule
          B-10

        
          

        

      

      
        
        

      

    

     

    For
      the
      avoidance of doubt “Permitted Investments” shall not include any “Restricted
      Cash” as identified on the Company’s consolidated balance sheet.

     

    “Person”
means
      an individual, partnership, corporation, limited liability company, association,
      trust, unincorporated organization, or a government or agency or political
      subdivision thereof.

     

    “Plan”
means
      an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or,
      within the preceding five years, has been established or maintained, or to
      which
      contributions are or, within the preceding five years, have been made or
      required to be made, by the Company or any ERISA Affiliate or with respect
      to
      which the Company or any ERISA Affiliate may have any liability.

     

    “Preferred
      Stock”
means
      any class of Capital Stock of a Person that is preferred over any other class
      of
      Capital Stock of such Person as to the payment of dividends or the payment
      of
      any amount upon liquidation or dissolution of such corporation.

     

    “Prime
      Bank” means
      a
      bank or trust company whose long-term unsecured debt is rated “A2” or better by
      Moody’s Investors Service, Inc. or “A” or better by Standard & Poor’s, Inc.
      ratings services.

     

    “Prime
      Rate”
means
      for any day and for each Floating Rate Shelf Note that bears interest at the
      “Prime Rate” (including as a result of the circumstances or events described in
      clauses (c), (d) and (e) of Section 8.9), the per annum (based on a year of
      365
      or 366 days, as the case may be, and actual days elapsed) floating rate
      established by JPMorgan Chase Bank, N.A., as its “prime rate” for domestic
      (United States) commercial loans in effect on such day plus the Applicable
      Margin. JPMorgan Chase Bank, N.A.’s, prime rate is a rate set by JPMorgan Chase
      Bank, N.A., based upon various factors, including JPMorgan Chase Bank, N.A.’s,
      costs and desired return, general economic conditions and other factors, and
      is
      neither directly tied to an external rate of interest or index nor necessarily
      the lowest or best rate of interest actually charged at any given time to any
      customer or particular class of customers for any particular credit extension.
      Without notice to the Company or any other Person, JPMorgan Chase Bank, N.A.’s,
“prime rate” shall change automatically from time to time, based upon publicly
      announced changes in such rate, with each such change to become effective as
      of
      the beginning of business on the day on which any such change is publicly
      announced. 

     

    “Priority
      Debt” means,
      as
      of any date, (without duplication) the sum of (a) all outstanding Indebtedness
      of any Subsidiary (other than Indebtedness permitted under clauses (a) through
      (c) of Section 10.7) and (b) all Indebtedness of the Company secured by any
      Lien
      pursuant to clause (j) of Section 10.4).

     

    “Pro
      Forma Basis”
means,
      in connection with a merger or consolidation or any conveyance of assets and
      any
      determination of “Consolidated EBITDA”, “Consolidated Net Indebtedness”,
“Consolidated Interest Expense” and “Consolidated Rental Expense” for any period
      of four consecutive fiscal quarters of the Company or a Successor Corporation
      (and compliance with any covenant using any of such terms), that such
      determination shall be made on the assumptions that any merger, acquisition,
      consolidation or conveyance shall be deemed to have occurred on the first day
      of
      the fourth full fiscal quarter preceding the date of determination and all
      Indebtedness incurred or paid (or to be incurred or paid) by all such Persons
      in
      connection with all such transactions (x) if paid, was paid on the first day
      of
      such four fiscal quarter period, as the case may be, and (y) if incurred, was
      outstanding in full at all times during such period and had in effect at all
      times during such period (or any portion of such period during which such
      Indebtedness was not actually outstanding) an interest rate equal to the
      interest rate in effect on the date of the actual incurrence thereof (regardless
      of whether such interest rate is a floating rate or would otherwise change
      over
      time by reference to a formula or for any other reason).

     

    
      
        
        

      

      
        Schedule
          B-11

        
          

        

      

      
        
        

      

    

     

    “property”
or
      “properties”
means,
      unless otherwise specifically limited, real or personal property of any kind,
      tangible or intangible, choate or inchoate.

     

    “Property
      Reinvestment Application”
means,
      with respect to any Transfer of property, the application of an amount equal
      to
      the Net Proceeds with respect to such Transfer to the acquisition by such Person
      of operating assets of such Person (excluding, for the avoidance of doubt,
      cash
      and cash equivalents), and of at least equivalent Fair Market Value, to the
      property so Transferred, to be used in the principal business of such Person
      as
      conducted immediately prior to such Transfer or in a business generally related
      to such principal business.

     

    “Prudential”
is
      defined in the introduction hereto.

     

    “Prudential
      Affiliates”
means
      (i) any corporation or other entity controlling, controlled by, or under common
      control with, Prudential and (ii) any managed account or investment fund which
      is managed by Prudential or a Prudential Affiliate described in clause (i)
      of
      this definition. For purposes of this definition, the terms “control”,
“controlling in” and “controlled” shall mean the ownership, directly or through
      subsidiaries, of a majority of a corporation’s or other entity’s Voting Stock or
      equivalent voting securities or interests.

     

    “PTE”
is
      defined in Section 6.2(a).

     

    “Purchasers”
      is
      defined in the introduction hereto.

     

    “QPAM
      Exemption”
is
      defined in Section 6.2(d).

     

    “Ratable
      Portion”
means,
      in respect of any holder of any Note and any Transfer contemplated by the
      definition of Debt Prepayment Application, an amount equal to the product
      of

     

    (a)         
      the
      Net
      Proceeds being offered to be applied to the payment of Senior Debt, multiplied
      by

     

    (b)         
      a
      fraction the numerator of which is the outstanding principal amount of such
      Note
      and the denominator of which is the aggregate outstanding principal amount
      of
      all Senior Debt at the time of such Transfer determined on a consolidated basis
      in accordance with GAAP.

     

    “Request
      for Purchase”
is
      defined in Section 2.2(d).

     

    
      
        
        

      

      
        Schedule
          B-12

        
          

        

      

      
        
        

      

    

     

    “Required
      Holders”
means,
      at any time, the holders of at least a majority in principal amount of the
      Notes
      (without regard to Series) at the time outstanding (exclusive of Notes then
      owned by the Company or any of its Affiliates).

     

    “Rescheduled
      Closing Day”
is
      defined in Section 2.2(h).

     

    “Responsible
      Officer”
means
      any Senior Financial Officer or any other officer of the Company with
      responsibility for the administration of the relevant portion of this
      Agreement.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended from time to time.

     

    “Securitization
      Transaction”
means
      an Asset Disposition or a series of Assets Dispositions in which a Person
      Transfers Receivable Assets to another Person and either such Person or a
      subsequent transferee of such Receivable Assets or interests therein issues
      securities or other evidences of indebtedness, or obtains loans, backed directly
      or indirectly in whole or in part by such Receivable Assets or interests
      therein. For the purposes of this definition, the term:

     

    (a)         
      “Receivable”
means
      the Indebtedness and payment obligations (including, without limitation,
      obligations evidenced by an account, note, instrument, contract, security
      agreement, chattel paper, general intangible or other evidence of indebtedness
      or security) of an obligor arising from the sale of merchandise or services
      by
      any Person, including the right to payment of any interest, sales taxes, finance
      charges, returned check or late charges and other obligations of such obligor
      with respect thereto; and

     

    (b)         
      “Receivable
      Assets”
means,
      collectively,

     

    (i)         
      Receivables
      originated or acquired by any Person from time to time and sold to another
      Person, 

     

    (ii)         
      (A)         
      all
      of
      such Person’s interest in the goods (including returned goods), if any, relating
      to the sale which gave rise to each such Receivable,

     

    (B)         
      all
      other
      security interests or liens and property subject thereto from time to time
      purporting to secure payment of each such Receivable, whether pursuant to the
      contracts setting forth the payment obligations in respect of such Receivables
      or otherwise, together with all financing statements signed by an obligor
      describing any collateral securing any such Receivable, and

     

    (C)         
      all
      guarantees, insurance and other agreements or arrangements of whatever character
      from time to time supporting or securing payment of such Receivables whether
      pursuant to the contracts setting forth the payment obligations in respect
      of
      such Receivables or otherwise;

     

    including
      in the case of clauses (i)(B) and (i)(C), without limitation, any rights
      described therein evidenced by an account, note, instrument, contract, security
      agreement, chattel paper, general intangible or other evidence of indebtedness
      or security;

     

    
      
        
        

      

      
        Schedule
          B-13

        
          

        

      

      
        
        

      

    

     

    (iii)         
      all
      collections and all amounts received in respect of the Receivables, together
      with all collections received in respect of the property described in clause
      (ii) above in the form of cash, checks, wire transfers or any other form of
      cash
      payment, and all proceeds of Receivables and collections thereof (including,
      without limitation, collections evidenced by an account, note, instrument,
      letter of credit, security, contract, security agreement, chattel paper, general
      intangible or other evidence of indebtedness or security), and whatever is
      received upon the sale, exchange, collection or other disposition of, or any
      indemnity, warranty or guaranty payable in respect of, the
      foregoing;

     

    (iv)         
      all
      rights (including rescission, replevin or reclamation) relating to any
      Receivable or arising therefrom; and

     

    (v)         
      all
      proceeds of or payments in respect of any and all of the foregoing clauses
      (i)
      through (iv) above;

     

    together
      with any other assets of the selling Person which directly relate to the
      Receivables being sold to the buying Person and secure or enhance the
      collectibility or value thereof in the same or similar manner as the
      foregoing.

     

    “Senior
      Debt”
means
      the Notes and any other Indebtedness of the Company or its Subsidiaries that
      by
      its terms is not in any manner subordinated in right of payment to any other
      unsecured Indebtedness of the Company or any Subsidiary.

     

    “Senior
      Financial Officer”
means
      the chief financial officer, principal accounting officer, treasurer or
      controller of the Company.

     

    “Series”
is
      defined in Section 1.

     

    “Series
      C Notes”
is
      defined in Section 1(a).

     

    “Shelf
      Note”
and
      “Shelf
      Notes”
are
      defined in Section 1.

     

    “Significant
      Subsidiary”
means
      at any time any Subsidiary that would at such time constitute a “significant
      subsidiary” (as such term is defined in Regulation S-X of the Securities and
      Exchange Commission as in effect on the First Closing Date) of the Company;
      provided that Subsidiary Guarantors shall be deemed to be Significant
      Subsidiaries at all times.

     

    “Source”
is
      defined in Section 6.2.

     

    “Subsidiary”
means,
      as to any Person, any corporation, association or other business entity in
      which
      such Person or one or more of its Subsidiaries or such Person and one or more
      of
      its Subsidiaries owns sufficient equity or voting interests to enable it or
      them
      (as a group) ordinarily, in the absence of contingencies, to elect a majority
      of
      the directors (or Persons performing similar functions) of such entity, and
      any
      partnership or joint venture if more than a 50% interest in the profits or
      capital thereof is owned by such Person or one or more of its Subsidiaries
      or
      such Person and one or more of its Subsidiaries (unless such partnership can
      and
      does ordinarily take major business actions without the prior approval of such
      Person or one or more of its Subsidiaries). Unless the context otherwise clearly
      requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the
      Company.

     

    
      
        
        

      

      
        Schedule
          B-14

        
          

        

      

      
        
        

      

    

     

    “Subsidiary
      Guarantor”
means,
      as of the date that the Company shall cause any Initial Subsidiary Guarantor
      to
      enter into the Subsidiary Guaranty in accordance with the provisions of Section
      9.6(a), the Initial Subsidiary Guarantors, and at any time thereafter, the
      Initial Subsidiary Guarantors plus any other Subsidiary that has executed and
      delivered the Subsidiary Guaranty or the joinder agreement thereto and has
      not
      been released from its obligations thereunder in accordance with Section
      9.6.

     

    “Subsidiary
      Guaranty”
is
      defined in Section 9.6(a).

     

    “Subsidiary
      Stock”
means,
      with respect to any Person, the Capital Stock (or any options or warrants to
      purchase stock, shares or other Securities exchangeable for or convertible
      into
      stock or shares) of any Subsidiary of such Person.

     

    “Successor
      Corporation”
is
      defined in Section 10.2(a).

     

    “SVO”
means
      the Securities Valuation Office of the NAIC.

     

    “Transfer”
means,
      with respect to any Person, any transaction in which such Person sells, conveys,
      transfers or leases (as lessor) any of its property, including, without
      limitation, any transfer or issuance of any Subsidiary Stock (whether by means
      of a merger of the issuer of such Subsidiary Stock or otherwise). For purposes
      of determining the application of the Net Proceeds in respect of any Transfer,
      the Company may designate any Transfer as one or more separate Transfers each
      yielding separate Net Proceeds. In any such case, (a) the Disposition Value
      of
      any property subject to each such separate Transfer and (b) the amount of Net
      Proceeds attributable to any property subject to each such separate Transfer
      shall be determined by ratably allocating the aggregate Disposition Value of,
      and the aggregate Net Proceeds attributable to, all property subject to all
      such
      separate Transfers to each such separate Transfer on a proportionate
      basis.

     

    “Transfer
      Prepayment Date”
is
      defined in Section 8.4(a).

     

    “Transfer
      Prepayment Offer”
is
      defined in Section 8.4(a).

     

    “2004
      Note Purchase Agreement”
means
      that certain Note Purchase Agreement, dated as of July 15, 2004, among the
      Company and the Purchasers identified on Schedule A thereto, as the same may
      be
      amended, restated, supplemented or otherwise modified from time to
      time.

     

    “USA
      Patriot Act”
means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 of the United
      States of America.

     

    
      
        
        

      

      
        Schedule
          B-15

        
          

        

      

      
        
        

      

    

     

    “Voting
      Stock”
means,
      with respect to any Person, Capital Stock of any class or classes of a
      corporation, an association or another business entity the holders of which
      are
      ordinarily, in the absence of contingencies, entitled to vote in the election
      of
      corporate directors (or individuals performing similar functions) of such Person
      or which permit the holders thereof to control the management of such Person,
      including general partnership interests in a partnership and membership
      interests in a limited liability company.

     

    “Wholly-Owned
      Subsidiary”
means,
      at any time, any Subsidiary one hundred percent (100%) of all of the equity
      interests (except directors’ qualifying shares) and voting interests of which
      are owned by any one or more of the Company and the Company’s other Wholly-Owned
      Subsidiaries at such time.

     

    
      
        
        

      

      
        Schedule
          B-16

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      3

     

    Payment
      Instructions

     

    See
      attached.

     

    
      
        
        

      

      
        Schedule
          3

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      4.1(f)

     

    Changes
      in Corporate Structure

     

    NONE

     

    
      
        
        

      

      
        Schedule
          4.9

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5.4

     

    Subsidiaries
      of the Company and Ownership of Subsidiary Stock

     

    
      
        
        

      

      
        Schedule
          5.4-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5.7

     

    Certain
      Litigation

     

    NONE

     

    
      
        
        

      

      
        Schedule
          5.7

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5.10

     

    Patents

     

    NONE

     

    
      
        
        

      

      
        Schedule
          5.10

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5.11

     

    ERISA
      Affiliates and Plans

     

    
      
        
        

      

      
        Schedule
          5.11-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5.13

     

    Use
      of Proceeds

     

    
      
        
        

      

      
        Schedule
          5.13

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5.14

     

    Existing
      Indebtedness

     

    
      
        
        

      

      
        Schedule
          5.14

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        

      

       

      
        
          
            EXHIBIT
              1(a)

          

        

      

       

      [FORM
        OF SERIES C NOTE]

       

      BROWN
        & BROWN, INC.

       

      5.66%
        SERIES C SENIOR NOTE DUE DECEMBER 22, 2016

       

      
        [Date]

        PPN:
          115236 A# 8

         

        No.
          [_____]                                                            

      

      $[_______]                                                                             

       

      FOR
        VALUE
        RECEIVED, the undersigned, BROWN & BROWN, INC. (herein called the
“Company”),
        a
        corporation organized and existing under the laws of the State of Florida,
        hereby promises to pay to [___________________________],
        or
        registered assigns, the principal sum of [___________________________]
        DOLLARS [($  )]
        on
        December 22, 2016, with interest (computed on the basis of a 360-day year
        of
        twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.66%
        per
        annum from the date hereof, payable semiannually, on the 22nd day of June
        and
        December in each year, commencing with the June or December next succeeding
        the
        date hereof, until the principal hereof shall have become due and payable,
        and
        (b) to the extent permitted by law on any overdue payment (including any
        overdue
        prepayment) of principal, any overdue payment of interest and any overdue
        payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
        referred to below), payable semiannually as aforesaid (or, at the option
        of the
        registered holder hereof, on demand), at the Default Rate.

       

      Payments
        of principal of, interest on and any Make-Whole Amount with respect to this
        Note
        are to be made
        in
        Daytona Beach, Florida at the principal office of the Company in such
        jurisdiction or at such other place as the Company may designate in accordance
        with the terms of Section 14 of the Note Purchase Agreement, in lawful money
        of
        the United States of America..

       

      This
        Note
        is one of the 5.66% Series C Senior Notes due December 22, 2016 (herein called
        the “Notes”)
        issued
        pursuant to that certain Master Shelf and Note Purchase Agreement, dated
        as of
        December 22, 2006 (as from time to time amended, the “Note
        Purchase Agreement”),
        between the Company and the respective Purchasers named therein and is entitled
        to the benefits thereof.
        Capitalized terms used and not otherwise defined herein shall have the meanings
        provided in the Note Purchase Agreement. Each
        holder of this Note will be deemed, by its acceptance hereof, (i) to have
        agreed
        to the confidentiality provisions set forth in Section 20 of the Note Purchase
        Agreement and (ii) to have made the representation set forth in Section 6.2
        of
        the Note Purchase Agreement.

       

      Payment
        of the principal of, and
        Make-Whole Amount,
        if any,
        and interest on this Note may be guaranteed by the Subsidiary Guarantors
        in
        accordance with the terms of the Subsidiary Guaranty as may be executed and
        delivered pursuant to the terms of the Note Purchase Agreement.

       

      This
        Note
        is a registered Note and, as provided in the Note Purchase Agreement, upon
        surrender of this Note for registration of transfer, duly endorsed, or
        accompanied by a written instrument of transfer duly executed, by the registered
        holder hereof or such holder’s attorney duly authorized in writing, a new Note
        for a like principal amount will be issued to, and registered in the name
        of,
        the transferee. Prior to due presentment for registration of transfer, the
        Company may treat the Person in whose name this Note is registered as the
        owner
        hereof for the purpose of receiving payment and for all other purposes, and
        the
        Company will not be affected by any notice to the contrary.

       

      
        
          
          

        

        
          Exhibit
            1(a)-1

          
            

          

        

        
          
          

        

      

       

      As
        provided in the Note Purchase Agreement, this Note is subject to mandatory
        or
        optional prepayment, in whole or from time to time in part, at the times
        and on
        the terms specified in the Note Purchase Agreement. 

       

      If
        an
        Event of Default, as defined in the Note Purchase Agreement, occurs and is
        continuing, the principal of this Note may be declared or otherwise become
        due
        and payable in the manner, at the price (including any applicable Make-Whole
        Amount) and with the effect provided in the Note Purchase
        Agreement.

       

      THIS
        NOTE
        AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
        WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES
        OF
        THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
        JURISDICTION OTHER THAN SUCH STATE.

      
        	 	 	 
	 	BROWN
                & BROWN, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name:
	 	Title:


      

       

      
        
          
          

        

        
          Exhibit
            1(a)-2

        

        
          
          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        

      

       

      EXHIBIT
        1(b)

       

      [FORM
        OF FIXED RATE SHELF NOTE]

       

      BROWN
        & BROWN INC.

       

      SENIOR
        NOTE

      


      
        	
                No.
                  R-[__]

              	 
	
                Original
                  Principal Amount:

              	 
	
                Original
                  Issue Date:

              	 
	
                Interest
                  Rate:

              	 
	
                Interest
                  Payment Dates:

              	 
	
                Final
                  Maturity Date:

              	 
	
                Principal
                  Installment Dates and Amounts:

              	 
	
                PPN:

              	 


      

      


      FOR
        VALUE RECEIVED,
        the
        undersigned, the
        undersigned, BROWN & BROWN, INC. (herein called the “Company”),
        a
        corporation organized and existing under the laws of the State of Florida,
        hereby promises to
        pay to
[___________________________],
        or
        registered assigns, the principal sum of [_______________________]
        DOLLARS ($[_________])
        [on the
        Final Maturity Date specified above] [, payable on the Principal Prepayment
        Dates and in the amounts specified above, and on the Final Maturity Date
        specified above in an amount equal to the unpaid balance of the principal
        hereof,] with interest (computed on the basis of a 360-day year, 30-day month)
        (a) subject to clause (b), on the unpaid balance thereof at the Interest
        Rate
        per annum specified above, payable on each Interest Payment Date specified
        above
        and on the Final Maturity Date specified above, commencing with the Interest
        Payment Date next succeeding the date hereof, until the principal hereof
        shall
        have become due and payable, and (b) following the occurrence and during
        the
        continuance of an Event of Default, payable on each Interest Payment Date
        as
        aforesaid (or, at the option of the registered holder hereof, on demand)
        on the
        unpaid balance of the principal, any overdue payment of interest, any overdue
        payment of any Make-Whole Amount, at the Default Rate.

       

      Payments
        of principal of, interest on and any Make-Whole Amount payable with respect
        to
        this Note are to be made in Daytona Beach, Florida at the principal office
        of
        the Company in such jurisdiction or at such other place as the Company may
        designate in accordance with the terms of Section 14 of the Note Purchase
        Agreement, in lawful money of the United States of America.

       

      This
        Note
        is one of the Fixed Rate Shelf Notes (herein called the “Notes”)
        issued
        pursuant to a Master Shelf and Note Purchase Agreement, dated as of December
        22,
        2006 (the “Note
        Purchase Agreement”),
        between the Company and the other Persons named as parties thereto and is
        entitled to the benefits thereof. As provided in the Note Purchase Agreement,
        this Note is subject to mandatory or optional prepayment, in whole or from
        time
        to time in part, at the times and on the terms specified in the Note Purchase
        Agreement. Capitalized terms used and not otherwise defined herein shall
        have
        the meanings provided in the Note Purchase Agreement. Each
        holder of this Note will be deemed, by its acceptance hereof, (i) to have
        agreed
        to the confidentiality provisions set forth in Section 20 of the Note Purchase
        Agreement and (ii) to have made the representation set forth in Section 6.2
        of
        the Note Purchase Agreement.

       

      
        
          
          

        

        
          Exhibit
            1(b)-1

          
            

          

        

        
          
          

        

      

       

      Payment
        of the principal of, and
        Make-Whole Amount,
        if any,
        and interest on this Note may be guaranteed by the Subsidiary Guarantors
        in
        accordance with the terms of the Subsidiary Guaranty as may be executed and
        delivered pursuant to the terms of the Note Purchase Agreement.

       

      This
        Note
        is a registered Note and, as provided in and subject to the terms of the
        Note
        Purchase Agreement, upon surrender of this Note for registration of transfer,
        duly endorsed, or accompanied by a written instrument of transfer duly executed,
        by the registered holder hereof or such holder’s attorney duly authorized in
        writing, a new Note for a like principal amount will be issued to, and
        registered in the name of, the transferee. Prior to due presentment for
        registration of transfer, the Company may treat the Person in whose name
        this
        Note is registered as the owner hereof for the purpose of receiving payment
        and
        for all other purposes, and the Company shall not be affected by any notice
        to
        the contrary.

       

      In
        case
        an Event of Default, as defined in the Note Purchase Agreement, shall occur
        and
        be continuing, the principal of this Note may be declared or otherwise become
        due and payable in the manner,
        at the
        price (including any applicable Make-Whole
        Amount)
        and with
        the effect provided in the Note Purchase Agreement.

       

      THIS
        NOTE
        SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
        PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING
        CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE
        APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

       

      
        	 	 	 
	 	BROWN
                & BROWN, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name: 
	 	Title:


      

       

      
        
          
          

        

        
          Exhibit
            1(b)-2

        

        
          
          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        

      

       

      
        EXHIBIT
          1(c)

      

      [FORM
        OF FLOATING RATE SHELF NOTE]

       

      BROWN
        & BROWN, INC.

       

      SENIOR
        NOTE

       

      
        	
                No.
                  R-[__]

              	 
	
                Original
                  Principal Amount:

              	 
	
                Original
                  Issue Date:

              	 
	
                Interest
                  Payment Dates:

              	
                The
                  last day of the Applicable Interest Period

              
	
                Final
                  Maturity Date:

              	 
	
                Principal
                  Installment Dates and Amounts:

              	 
	
                PPN:

              	 


      

       

      FOR
        VALUE RECEIVED,
        the
        undersigned, BROWN
        & BROWN, INC.,
        a
        Florida corporation (the “Company”),
        hereby
        promises to pay to [___________________________],
        or
        registered assigns, the principal sum of [_______________________]
        DOLLARS ($[_________])
        [on the
        Final Maturity Date specified above] [, payable on the Principal Prepayment
        Dates and in the amounts specified above, and on the Final Maturity Date
        specified above in an amount equal to the unpaid balance of the principal
        hereof,] with interest (a) as set forth in the Confirmation of Acceptance
        (computed on the basis contained in Section 8.9 of the Note Purchase Agreement
        (as hereinafter defined) on the unpaid balance of the principal thereof,
        during
        each Interest Period, at a rate per annum equal to the rate provided in Section
        8.9 of the Note Purchase Agreement (the “Interest
        Rate”)
        in
        respect of such Interest Period, payable in the manner specified by, and
        in
        accordance with the terms of, the Note Purchase Agreement and (b) on any
        overdue
        payment (including any overdue prepayment) of principal, any overdue payment
        of
        interest, and any overdue payment of any Optional Floating Rate Prepayment
        Amount or Breakage Cost Obligation (as defined in the Note Purchase Agreement
        referred to below), payable on each Interest Payment Date as aforesaid (or,
        at
        the option of the registered holder hereof, on demand), at the Default
        Rate.

       

      Payments
        of principal of, interest on and any Optional Floating Rate Prepayment Amount
        or
        Breakage Cost Obligation payable with respect to this Note are to be made
        in
        Daytona Beach, Florida at the principal office of the Company in such
        jurisdiction or at such other place as the Company may designate in accordance
        with the terms of Section 14 of the Note Purchase Agreement, in lawful money
        of
        the United States of America.

       

      This
        Note
        is one of the Floating Rate Shelf Notes (herein called the “Notes”)
        issued
        pursuant to a Master Shelf and Note Purchase Agreement, dated as of December
        22,
        2006 (the “Note
        Purchase Agreement”),
        between the Company and the other Persons named as parties thereto and is
        entitled to the benefits thereof. As provided in the Note Purchase Agreement,
        this Note is subject to mandatory or optional prepayment, in whole or from
        time
        to time in part, on the terms specified in the Note Purchase Agreement.
        Capitalized terms used and not otherwise defined herein shall have the meanings
        provided in the Note Purchase Agreement. Each
        holder of this Note will be deemed, by its acceptance hereof, (i) to have
        agreed
        to the confidentiality provisions set forth in Section 20 of the Note Purchase
        Agreement and (ii) to have made the representation set forth in Section 6.2
        of
        the Note Purchase Agreement.

       

      
        
          
          

        

        
          
            Exhibit
              1(c)-1

          

          
            

          

        

        
          
          

        

      

       

      Payment
        of the principal of, and
        Optional
        Floating Rate Prepayment Amount or Breakage Cost Obligation,
        if any,
        and interest on this Note may be guaranteed by the Subsidiary Guarantors
        in
        accordance with the terms of the Subsidiary Guaranty as may be executed and
        delivered pursuant to the terms of the Note Purchase Agreement.

       

      This
        Note
        is a registered Note and, as provided in and subject to the terms of the
        Note
        Purchase Agreement, upon surrender of this Note for registration of transfer,
        duly endorsed, or accompanied by a written instrument of transfer duly executed,
        by the registered holder hereof or such holder’s attorney duly authorized in
        writing, a new Note for a like principal amount will be issued to, and
        registered in the name of, the transferee. Prior to due presentment for
        registration of transfer, the Company may treat the Person in whose name
        this
        Note is registered as the owner hereof for the purpose of receiving payment
        and
        for all other purposes, and the Company shall not be affected by any notice
        to
        the contrary.

       

      In
        case
        an Event of Default, as defined in the Note Purchase Agreement, shall occur
        and
        be continuing, the principal of this Note may be declared or otherwise become
        due and payable in the manner,
        at the
        price (including any applicable Breakage Cost Obligation)
        and with
        the effect provided in the Note Purchase Agreement.

       

      THIS
        NOTE
        SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
        PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING
        CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE
        APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

       

      
        	 	 	 
	 	BROWN
                & BROWN, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name:
	 	Title: 


      

      
        
           

        

      

      
        
          
          

        

        
          
            Exhibit
              1(c)-2

          

        

        
          
          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        

      

       

      
        EXHIBIT 2.2(d)

         

      

      FORM
        OF REQUEST FOR PURCHASE

      


      BROWN
        & BROWN, INC.

      


      Reference
        is made to the Master Shelf and Note Purchase Agreement (as amended from
        time to
        time, the “Note
        Purchase Agreement”),
        dated
        as of December 22, 2006, between
        Brown & Brown, Inc., a Florida corporation (the “Company”),
        Prudential Investment Management, Inc. and each of the other Persons named
        therein as parties thereto. All terms herein that are defined in the Agreement
        have the respective meanings specified in the Agreement. Pursuant to Section
        2.2(d) of the Agreement, the Company hereby makes the following Request for
        Purchase:

      


      1.             Aggregate
        principal amount of

      Shelf
        Notes covered hereby

      (the
        “Shelf Notes”)  
$____________________1

      


      2.           
         Individual
        specifications of the Shelf Notes:

       

      
        	
                Principal
                  Amount

              	 	
                Final
                  Maturity Date2

              	 	
                Principal
                  Installment Dates and
                  Amounts

              	 	
                Interest
                  Payment Period

              	 	
                Floating
                  or Fixed Rate
                  of Interest

              	 	
                Modifications
                  to Make-Whole Amount,
                  if any

              	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
                 

              	 	 	 	 	 	 	 	 	
                Monthly
 	 	 	
                Floating
                  - LIBOR plus Spread; 1, 2, 3 or 6 month Interest Periods at Obligors’
                  Option or

                Prime
                  Rate

              	 	 	 	 


      

       

      3.             Use
        of
        proceeds of the Shelf Notes:

      


      4.            
        Proposed
        day for the closing of the purchase and sale of the Shelf Notes:

       

      
        

      

       

      1
        Minimum
        Draw Amount $10,000,000

       

      2
        No more
        than 10 years for Fixed Rate Notes and no more than 5 years for Floating
        Rate
        Shelf Notes.

       

      
        
          
          

        

        
          
            Exhibit
              2.2(d)-1

          

          
            

          

        

        
          
          

        

      

      
              
        5.             
The
        purchase price of the Shelf Notes is to be transferred to:

      


      
        	
                Name
                  and Address 

                of
                  Bank

              	 	
                Number
                  of 

                Account

              	 	
                Name
                  and Telephone No. 

                of
                  Bank Officer

              
	 	 	 	 	 


      

       

      6.           
        The
        Company certifies (a) that the representations and warranties contained in
        Section 5 of the Note Purchase Agreement are true on and as of the date of
        this
        Request for Purchase, except as set forth on Annex
        1
        hereto,
        (b) that there exists on the date of this Request for Purchase no Event of
        Default or Default (both before and after giving effect to the issuance and
        purchase of the Notes contemplated hereby) and (c) the use of the proceeds
        of
        such Shelf Notes shall not be used to finance a Hostile Tender
        Offer.

       

      7.            
        The
        aggregate amount of the Issuance Fee due in respect of the Shelf Notes is:
        $_______________

       

      Dated:
        _______________ _____, ________

       

      
        	 	 	 
	 	BROWN
                & BROWN, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name:
	 	Title:


      

       

      
        
          
          

        

        
          
            Exhibit
              2.2(d)-2

          

        

        
          
          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        

      

       

      
        
          EXHIBIT
            2.2(f)

           

        

      

      [FORM
        OF CONFIRMATION OF ACCEPTANCE]

      


      BROWN
        & BROWN, INC.

       

      Reference
        is made to the Master Shelf and Note Purchase Agreement (the “Note
        Purchase Agreement”),
        dated
        as of December 22, 2006, among Brown & Brown, Inc., a Florida corporation
        (the “Company”),
        Prudential Investment Management, Inc. and each of the other Persons named
        therein as parties thereto. All terms used herein that are defined in the
        Note
        Purchase Agreement have the respective meanings specified in the Note Purchase
        Agreement.

      


      Prudential
        or the Prudential Affiliate which is named below as a Purchaser of Shelf
        Notes
        hereby confirms the representations as to such Notes set forth in Section
        5 of
        the Agreement, and agrees to be bound by the provisions of Section 2.2 of
        the
        Agreement.

       

      Pursuant
        to Section 2.2(f) of the Note Purchase Agreement, an Acceptance with respect
        to
        the following Accepted Notes is hereby confirmed:

       

      II. Accepted
        Note. Aggregate principal amount $_____________________

      


      (A)         
        (a)        
        Name
        of
        Purchaser:

      (b)        
        Principal
        amount:

      (c)        
        Final
        maturity date:

      (d)        
        Principal
        installment dates and amounts:

      (e)        
        Interest
        rate:

      (f)        
        Interest
        payment period:

      (g)        
        Registration
        Number;

      (h)        
        Modifications
        to applicable Make-Whole Amount or Optional Floating Rate
        Prepayment Amount, if any:

      


      (B)          
        (a)       
        Name
        of
        Purchaser;

      (b)        
        Principal
        amount:

      (c)        
        Final
        maturity date:

      (d)        
        Principal
        installment dates and amounts:

      (e)        
        Interest
        rate:

      (f)        
        Interest
        payment period:

      (g)        
        Registration
        Number;

      (h)        
        Modifications
        to applicable Make-Whole Amount or Optional Floating Rate
        Prepayment Amount, if any:

      


      (C),
        (D)
..... same information as to any other Purchaser]

       

      
        
          
          

        

        
          
            Exhibit
              2.2(f)-1

          

          
            

          

        

        
          
          

        

      

       

      II. Closing
        Day: _________________________________

      


      Dated:
        _______________ _____, ________

      
         

        
          	 	 	 
	 	BROWN
                  & BROWN, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	Name:
	 	Title:


        

         

      

      
        	 	 	 
	 	PRUDENTIAL
                INVESTMENT MANAGEMENT, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	Name:
	 	Title:  Vice
                President


      

       

      
        
          	 	 	 
	 	
                  [PRUDENTIAL
                    AFFILIATE]

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	Name:
	 	Title:  Vice
                  President


        

        
           

        

      

      
        
          
          

        

        
          
            Exhibit
              2.2(f)-2

          

        

        
          
          

        

      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        

      

       

      
        EXHIBIT
          4.1(d)(i)

         

      

      FORM
        OF FIRST CLOSING DATE OPINION OF SPECIAL COUNSEL FOR THE
        COMPANY

       

      See
        attached

       

      
        
          
          

        

        
          
            Exhibit
              4.1(d)(i)

          

        

        
          
          

        

      

    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      
        

      

       

      
        EXHIBIT
          4.1(d)(ii)

         

      

      FORM
        OF FIRST CLOSING DATE OPINION OF SPECIAL COUNSEL FOR THE
        PURCHASERS

       

      See
        attached

      
         

      

      
        
          
          

        

        
          
            Exhibit
              4.1(d)(ii)

          

        

        
          
          

        

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        

      

       

      
        EXHIBIT
          4.2(d)(i)

         

      

      FORM
        OF CLOSING DAY OPINION OF SPECIAL COUNSEL FOR THE COMPANY

       

      [To
        be
        provided in substantially the same form as that provided in connection with
        the
        First Closing Date, 

      with
        such
        changes as to which Prudential and the applicable Purchasers may
        agree]

       

      
        
          
          

        

        
          
            Exhibit
              4.2(d)(i)

          

        

        
          
          

        

      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        

      

       

      
        EXHIBIT
          4.2(d)(ii)

         

      

      FORM
        OF CLOSING DAY OPINION OF SPECIAL COUNSEL FOR THE
        PURCHASERS

       

      [To
        be
        provided in substantially the same form as that provided in connection with
        the
        First Closing Date, 

      with
        such
        changes as to which Prudential and the applicable Purchasers may
        agree]

      
         

        
           

        

      

      
        
          
          

        

        
          
            Exhibit
              4.2(d)(ii)

          

        

        
          
          

        

      

    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        

      

       

      
        EXHIBIT
          9.6(a)

         

      

      FORM
        OF SUBSIDIARY GUARANTY

       

      See
        attached

      

         

      

      
        
          
          

        

        
          Exhibit
            9.6(a)