Exhibit 10.29  JOSTENS,
INC.  
  SECOND AMENDED
AND RESTATED CREDIT AGREEMENT  dated as of
December 13, 2002  
  Senior Secured
Credit Facility  
   DEUTSCHE BANK
SECURITIES INC.,
as Syndication Agent,  JPMORGAN CHASE
BANK,
as Administrative Agent,  and  DEUTSCHE BANK SECURITIES INC.
and
J.P. MORGAN SECURITIES INC.,
as Co-Lead Arrangers and Co-Bookrunners  
   TABLE OF CONTENTS  SECTION 1.  DEFINITIONS1.1 
  Defined Terms1.2  Other Definitional ProvisionsSECTION 2.  TERM LOANS2.1  Term Loans2.2  Repayment of Term Loans2.3 
  Use of ProceedsSECTION 3.  AMOUNT AND TERMS OF
  REVOLVING CREDIT COMMITMENTS3.1  Revolving Credit Commitments3.2 
  Commitment Fee3.3  Proceeds of Revolving Credit
  Loans3.4  Swing Line Commitment3.5  Issuance of Letters of Credit3.6  Participating Interests3.7  Procedure for Opening Letters of
  Credit3.8  Payments in Respect of Letters of
  Credit3.9  Letter of Credit Fees3.10  Letter of Credit Reserves3.11  Further Assurances3.12  Obligations Absolute3.13 
  Assignments3.14 
  ParticipationsSECTION 4.  AMOUNT AND TERMS OF LOCAL
  LOAN SUB-FACILITY4.1  The Local Loan Commitment4.2  Procedure for C$Prime Loan
  Borrowing4.3  Bankers Acceptances4.4 
  Conversion Option4.5  Circumstances Making Bankers
  Acceptances Unavailable4.6  Currency Conversion and Contingent
  Funding Agreement4.7  Reports4.8  Use of Proceeds of C$Loans4.9 
  Withholding Taxes4.10  Resignation or Removal of the
  Canadian Fronting LenderSECTION 5.  GENERAL PROVISIONS
  APPLICABLE TO LOANS5.1  Procedure for Borrowing5.2  Conversion and Continuation
  Options5.3  Changes of Commitment Amounts5.4  Optional and Mandatory
  Prepayments; Repayments of Term Loans  ii 
   5.5  Interest Rates and Payment Dates5.6  Computation of Interest and Fees5.7 
  Certain Fees5.8  Inability to Determine Interest
  Rate5.9  Pro Rata Treatment and Payments5.10 
  Illegality5.11  Requirements of Law5.12  Indemnity5.13  Repayment of Loans; Evidence of
  Debt5.14  Replacement of Lenders5.15  Reliance on Representation of
  the BorrowerSECTION 6.  REPRESENTATIONS AND
  WARRANTIES6.1  Financial Condition6.2  No Change6.3  Existence; Compliance with Law6.4  Power; Authorization6.5  Enforceable Obligations6.6 
  No Legal Bar6.7  No Material Litigation6.8  Investment Company Act6.9  Federal Regulation6.10  No Default6.11  Taxes6.12 
  Subsidiaries6.13  Ownership of Property; Liens6.14  ERISA6.15  Collateral Documents6.16 
  Copyrights, Patents, Permits, Trademarks and Licenses6.17  Environmental Matters6.18  Accuracy and Completeness of
  InformationSECTION 7.  CONDITIONS PRECEDENT7.1  Conditions to Initial Loans and
  Letters of Credit7.2  Conditions to All Loans and
  Letters of Credit7.3  Conditions to Effectiveness of
  Second Amended and Restated Credit AgreementSECTION 8.  AFFIRMATIVE COVENANTS8.1  Financial Statements8.2  Certificates; Other Information8.3  Payment of Obligations8.4  Conduct of Business and
  Maintenance of Existence8.5  Maintenance of Property; Insurance8.6  Inspection of Property; Books and
  Records; Discussions8.7  Notices8.8  Environmental Laws8.9  Additional Collateral8.10  Pledge of Certain Subsidiaries  iii 
   SECTION 9.  NEGATIVE COVENANTS9.1 
  Indebtedness9.2  Limitation on Liens9.3  Limitation on Contingent
  Obligations9.4  Prohibition of Fundamental
  Changes9.5  Prohibition on Sale of Assets9.6  Limitation on Investments, Loans and Advances9.7  Capital Expenditures9.8  Interest Rate Agreements9.9 
  Debt to EBITDA9.10 
  Interest Coverage9.11  Limitation on Dividends9.12  Transactions with Affiliates9.13  Limitation on Changes in Fiscal
  Year9.14  Limitation on Lines of Business9.15  Amendments to Certain Documents9.16  Limitation on Prepayments and
  Amendments of Certain DebtSECTION 10.  EVENTS OF DEFAULTSECTION
  11.  THE ADMINISTRATIVE AGENT; THE CANADIAN FRONTING LENDER; THE
  SYNDICATION AGENT AND THE ISSUING LENDER11.1 
  Appointment11.2  Delegation of Duties11.3  Exculpatory Provisions11.4  Reliance by Administrative Agent
  and Canadian Fronting Lender11.5 
  Notice of Default11.6 
  Non-Reliance on Administrative Agent, Syndication Agent and Other Lenders11.7 
  Indemnification11.8  The Administrative Agent in its
  Individual Capacity11.9  Successor Administrative Agent11.10  Issuing Lender as Issuer of
  Letters of Credit11.11  Administrative Agent as Joint
  and Several CreditorSECTION 12.  MISCELLANEOUS12.1  Amendments and Waivers12.2  Notices12.3  No Waiver; Cumulative Remedies12.4  Survival of Representations and
  Warranties12.5  Payment of Expenses and Taxes12.6  Successors and Assigns;
  Participations and Assignments12.7  Adjustments; Set-off12.8 
  Counterparts12.9  Governing Law; No Third Party
  Rights12.10  Submission to Jurisdiction;
  Waivers12.11  Releases12.12  Interest12.13  Special Indemnification12.14  Permitted Payments and
  Transactions  iv 
   SCHEDULESSchedule I
  List of
  Addresses for Notices; Lending Offices; Commitment AmountsSchedule II
  Pricing GridSchedule 6.7
  LitigationSchedule
  6.12
  SubsidiariesSchedule
  6.13
  Fee and
  Leased PropertiesSchedule
  6.15(b)
  UCC Filing
  OfficesSchedule
  6.16
  Trademarks
  and CopyrightsSchedule
  9.1(a)
  Existing
  IndebtednessSchedule
  9.2(h)
  Existing
  LiensSchedule
  9.3(d)
  Existing
  Contingent ObligationsEXHIBITSEXHIBIT A
  Form of
  Revolving Credit NoteEXHIBIT B-1
  Form of
  Tranche A Term NoteEXHIBIT B-2
  Form of
  Tranche C Term NoteEXHIBIT C
  Form of
  Swing Line NoteEXHIBIT D
  Form of
  Assignment and AcceptanceEXHIBIT E
  Form of
  Collateral AgreementEXHIBIT F
  Form of
  Subsidiary GuaranteeEXHIBIT G
  Form of L/C
  Participation CertificateEXHIBIT H
  Form of
  Swing Line Loan Participation CertificateEXHIBIT I
  Form of
  Subsection 5.11(d)(2) CertificateEXHIBIT J-1
  Form of
  Opinion of Gibson, Dunn & Crutcher LLPEXHIBIT J-2
  Form of
  Opinion of General Counsel to the BorrowerEXHIBIT J-3
  Form of
  Opinion of Aikens, MacAulay & ThorvaldsonEXHIBIT K-1
  Form of
  Borrower Closing CertificateEXHIBIT K-2
  Form of
  Credit Parties Closing CertificateEXHIBIT L
  Form of
  Borrower GuaranteeEXHIBIT M
  Form of
  Canadian Collateral AgreementEXHIBIT N
  Form of
  Canadian Fronting Lender Joinder AgreementEXHIBIT O
  Form of
  DraftEXHIBIT P
  Form of Local
  Loan Participation CertificateEXHIBIT Q
  Form of
  Report  v 
   SECOND AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of December 13, 2002, among JOSTENS,
INC., a Minnesota corporation (the Borrower), JOSTENS CANADA LTD., a
Manitoba corporation (the Canadian Borrower) the several lenders from
time to time parties hereto (the Lenders), DEUTSCHE BANK SECURITIES
INC., as syndication agent (in such capacity, the Syndication Agent),
JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK, a New York
banking corporation, as administrative agent for the Lenders (in such capacity,
the Administrative Agent) and DEUTSCHE BANK SECURITIES INC. and J.P.
MORGAN SECURITIES INC., as Co-Lead Arrangers and Co-Bookrunners (in such
capacities, the Co-Lead Arrangers and Co-Bookrunners).  W  I  T  N  E  S
S  E  T  H :  WHEREAS, the Borrower, the
lenders party thereto, the Syndication Agent and the Administrative Agent are
parties to a Credit Agreement dated as of May 10, 2000 (the Original Credit
Agreement) as amended and restated by an Amended and Restated Credit
Agreement dated as of July 31, 2002 (the Original Credit Agreement as so
amended, the Existing Credit Agreement), as in effect immediately
prior to the Second Restatement Effective Date (as defined herein); and  WHEREAS, the
Borrower has requested that the Existing Credit Agreement be amended and
restated as provided herein;  NOW,
THEREFORE, the Borrower, the Canadian Borrower, the Syndication Agent, the Administrative
Agent, the Co-Lead Arrangers, the Co-Bookrunners, and the Lenders agree that,
subject to the conditions to effectiveness hereof, the Existing Credit
Agreement is amended and restated in its entirety as follows:  SECTION 1.  DEFINITIONS  1.1  Defined Terms. 
As used in this Agreement, the terms defined in the caption hereto shall
have the meanings set forth therein, and the following terms have the following
meanings:  1995
Credit Agreement:  the Credit
Agreement, dated as of December 20, 1995, among the Borrower, the lenders named
therein and The First National Bank of Chicago, as amended.  Acceptance
Fee:  the fee payable by the
Canadian Borrower to the Canadian Fronting Lender with respect to any Bankers
Acceptance pursuant to subsection 4.3(e).  Accepting
Tranche C Lenders:  as defined in
subsection 5.4(e).  Adjustment
Date:  as defined in the definition
of Applicable Margin.  Administrative
Agent:  as defined in the Preamble
hereto.  Affiliate:  of any Person (a) any Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with such Person, or (b) any Person who is a
director or officer (i) of such Person, (ii) of any Subsidiary of such Person
or (iii) of any Person described in clause (a) above.  For purposes of this definition, control of a Person shall mean
the power, direct or indirect, (x) to vote 25% or more of the securities having
ordinary voting power for the election of directors of such Person, whether by
ownership of securities, contract, proxy or otherwise, or (y) to direct or
cause the direction of the management and policies of such Person, whether by
ownership of securities, contract, proxy or otherwise.  
   Agents:  the collective reference to the Syndication
Agent and the Administrative Agent.  Agreement:  this Credit Agreement, as amended,
supplemented or modified from time to time.  Alternate
Base Rate:  for any day, a rate per
annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1⁄2 of 1%. 
For purposes hereof:  Prime
Rate shall mean the rate of interest per annum publicly announced from
time to time by the Administrative Agent as its prime rate in effect at its
principal office in New York City (the Prime Rate not being intended to be the
lowest rate of interest charged by the Administrative Agent in connection with
extensions of credit to debtors); Base CD Rate shall mean the sum of
(a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction,
the numerator of which is one and the denominator of which is one minus the CD
Reserve Percentage and (b) the CD Assessment Rate; Three-Month Secondary CD
Rate shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such
day shall not be a Business Day, the next preceding Business Day) by the Board
through the public information telephone line of the Federal Reserve Bank of
New York (which rate will, under the current practices of the Board, be
published in Federal Reserve Statistical Release H.15(519) during the week
following such day), or, if such rate shall not be so reported on such day or
such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 A.M., New York City time, on
such day (or, if such day shall not be a Business Day, on the next preceding
Business Day) by the Administrative Agent from three New York City negotiable
certificate of deposit dealers of recognized standing selected by it; and Federal
Funds Effective Rate shall mean, for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.  Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate shall be effective as of the opening of business
on the effective day of such change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate, respectively.  Alternate
Base Rate Loans:  Loans at such
time as they are made and/or being maintained at a rate of interest based upon
the Alternate Base Rate.  Amendment
Fee:  with respect to any Lender, a
fee in an amount equal to 0.05% of the aggregate principal amount of such
Lenders total Commitment in effect as of the Second Restatement Effective
Date.  Applicable
BA Discount Rate: as applicable to a Bankers Acceptance being purchased
by the Canadian Fronting Lender on any day, the percentage discount rate
(expressed to two decimal places and rounded upward, if necessary, to the
nearest 1/100th of 1%) quoted to the Administrative Agent by Canadian Fronting
Lender as the percentage discount rate at which the Canadian Fronting Lender
would, in accordance with its normal practices, at or about 10:00 A.M.
(Winnipeg time) on such day, be prepared to purchase bankers acceptances
accepted by the  2 
   Canadian Fronting Lender having a term and face amount comparable to
the term and face amount of such Bankers Acceptance.  Applicable
Margin:  for Term Loans, Revolving
Credit Loans and Swing Line Loans of the Types set forth below, the rate per
annum set forth under the relevant column heading opposite such Loans below:  Alternate
  Base Rate
  Loans
  
  Eurodollar
  LoansTranche A Term Loans
  
  2.00
  %
  3.00
  %Tranche C Term Loans
  
  1.75
  %
  2.75
  %Revolving Credit Loans:
  
  2.00
  %
  3.00
  %Swing Line Loans:
  
  2.00
  %
  Not
  applicable  ; provided
that, (a) from and after the first anniversary of the Closing Date, the
Applicable Margin with respect to Tranche A Term Loans, Revolving Credit Loans
and Swing Line Loans will be adjusted on each Adjustment Date (as defined
below) to the applicable rate per annum set forth in the pricing grid attached
hereto as Schedule II based on the Leverage Ratio as determined from the
relevant financial statements delivered pursuant to subsection 8.1 and (b) from
and after the date on which financial statements for the fiscal quarter ending
September 30, 2002 are delivered pursuant to subsection 8.1, the Applicable
Margin with respect to Tranche C Term Loans 
will be adjusted on each Adjustment Date to the applicable rate per
annum set forth in the pricing grid attached hereto as Schedule II based on the
Leverage Ratio as determined from the relevant financial statements most
recently delivered pursuant to subsection 8.1. 
Changes in the Applicable Margin resulting from changes in the Leverage
Ratio shall become effective on the date (the Adjustment Date) on
which such financial statements are delivered to the Lenders (but in any event
not later than the 50th day after the end of each of the first three quarterly
periods of each fiscal year or the 95th day after the end of each fiscal year
as the case may be) and shall remain in effect until the next change to be
effected pursuant to this definition; provided that (a) the Applicable
Margin shall be initially the rate per annum set forth under the relevant
column heading above; (b) if for any reason the financial statements required
by subsection 8.1 are not timely delivered to the Lenders, (i) during the
period from the date upon which such financial statements were required to be
delivered until the date upon which they actually are delivered, the Applicable
Margin shall be the Applicable Margin in effect immediately prior to the date
such financial statements were due, and (ii) if such financial statements, when
actually delivered, would have required an increase in the Applicable Margin
over the Applicable Margin in effect immediately prior to the date such
financial statements were due, the Borrower shall promptly following the delivery
of such financial statements pay to the Lenders and the Administrative Agent
any additional amounts of interest or fees which would have been payable on any
previous Interest Payment Date had such higher Applicable Margin been in effect
from the date such financial statements were required to be delivered; (c) any
change in the Applicable Margin as a result of a change in the Leverage Ratio
shall apply to all Loans for each day during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change in the Applicable Margin; and (d) if an
Event of Default exists on any Adjustment Date or other date upon which the
Applicable Margin would otherwise be adjusted hereunder, the Applicable Margin
shall in no event be reduced on such Adjustment Date or other date from the
Applicable Margin in effect immediately prior to such Adjustment Date or other
date until such Event of Default is cured or waived.  3 
   Asset Sale:  any sale, sale-leaseback, or other
disposition by the Borrower or any of its Subsidiaries restricted by subsection
9.5 of any of its property or assets, including the stock of any Subsidiary,
except sales and dispositions permitted by subsections 9.5(a), (b), (c), (f),
(g) and (j).  Assignee:  as defined in subsection 12.6(c).  Assignment
and Acceptance:  an assignment and
acceptance substantially in the form of Exhibit D.  Available
Revolving Credit Commitment:  as to
any Lender, at a particular time, an amount equal to (a) the amount of such
Lenders Revolving Credit Commitment at such time less (b) the sum of
(i) the aggregate unpaid principal amount at such time of all Revolving Credit
Loans made by such Lender pursuant to subsection 3.1, (ii) such Lenders
Revolving Credit Commitment Percentage of the aggregate unpaid principal amount
at such time of all Swing Line Loans; provided that for purposes of
calculating the Available Revolving Credit Commitments pursuant to subsection
3.2 the amount referred to in this clause (ii) shall be zero, (iii) such
Lenders L/C Participating Interest in the aggregate amount available to be
drawn at such time under all outstanding Letters of Credit issued by the
Issuing Lender, (iv) such Lenders Revolving Credit Commitment Percentage of
the aggregate outstanding amount of L/C Obligations, (v) such Lenders
Revolving Credit Commitment Percentage of the aggregate unpaid principal amount
at such time of C$ Prime Loans and (vi) such Lenders Revolving Credit
Commitment Percentage of the aggregate undiscounted face amount at such time of
any Bankers Acceptances; collectively, as to all the Lenders, the Available
Revolving Credit Commitments.  BA
Discount Proceeds: in respect of any Bankers Acceptance to be purchased
by the Canadian Fronting Lender on any day under subsection 4.3, an amount
(rounded to the nearest whole Canadian cent, and with one-half of one Canadian
cent being rounded up) calculated on such day by dividing:  (a)the face amount of
such Bankers Acceptance; by  (b)the sum of one plus the product of:  (i)the Applicable BA
Discount Rate (expressed as a decimal) applicable to such Bankers Acceptance;
and  (ii)a fraction, the
numerator of which is the number of days remaining in the term of such Bankers
Acceptance and the denominator of which is 365;  with such product being rounded up or down to the fifth decimal place
and .000005 being rounded up.  Bankers
Acceptance: a bill of exchange or a depository bill governed by the
Depository Bills and Notes Act (Canada) denominated in C$ drawn by the Canadian
Borrower and accepted by the Canadian Fronting Lender pursuant to subsection
4.3.  Bankers
Trust:  Bankers Trust Company, a
New York banking corporation, and its successors.  4 
   Bankruptcy
Code:  Title I of the Bankruptcy
Reform Act of 1978, as amended and codified at Title 11 of the United States
Code.  Base
Amount:  as defined in subsection
9.7 hereof.  Board:  the Board of Governors of the Federal
Reserve System, together with any successor.  Borrower:
as defined in the Preamble hereto.  Borrower
Capital Stock:  as defined in
paragraph (e) of subsection 9.11.  Borrower
Guarantee:  the Borrower Guarantee,
substantially in the form of Exhibit L, to be made by the Borrower in favor of
the Administrative Agent for the ratable benefit of the Lenders, in respect of
the obligations of the Canadian Borrower hereunder, as the same may be amended,
modified or supplemented from time to time.  Borrowing
Date:  any Business Day specified
in a notice pursuant to (a) subsection 3.4 or 5.1 as a date on which the
Borrower requests the Swing Line Lender or the Lenders to make Loans hereunder
or (b) subsection 3.5 as a date on which the Borrower requests the Issuing
Lender to issue a Letter of Credit hereunder.  Borrowing
Date (Canada): any Business Day (Canada) specified in a notice pursuant to
subsection 4.2 as a date on which the Canadian Borrower requests the Canadian
Fronting Lender to make C$ Loans under this Agreement.  Bridge
Commitment Letter:  the Commitment
Letter and term sheet relating thereto dated as of December 24, 1999 by and
between Investcorp Investment Equity Limited, on its behalf and on behalf of certain
of its affiliates and other investors and Bankers Trust, UBS AG Stanford
Branch, JPMorgan Chase and Goldman.  Bridge
Loan Agreement:  the Bridge Loan
Agreement that may be entered into pursuant to the Bridge Commitment Letter, as
the same may be amended, supplemented or otherwise modified from time to time
in accordance with its terms and the terms of this Agreement.  Bridge
Subordinated Debt:  the
subordinated bridge loans or exchange notes of the Borrower outstanding from
time to time pursuant to the Bridge Loan Agreement or the indenture
contemplated thereby.  Business
Day:  a day other than a Saturday,
Sunday or other day on which commercial banks in New York City are authorized
or required by law to close.  Business
Day (Canada): a day (i) on which banks are open for business in Toronto,
Ontario, Canada, but excluding Saturday, Sunday and any other day which is a
legal holiday in Toronto, Ontario, Canada and (ii) that is a Business Day.  Canadian
Borrower: as defined in the preamble hereto.  Canadian
Collateral Agreement:  the Canadian
Collateral Agreement, substantially in the form of Exhibit M, to be made by the
Canadian Borrower in favor of the Administrative  5 
   Agent for the ratable benefit of the Lenders, as the same may be
amended, modified or supplemented from time to time.  Canadian
Dollars or C$: dollars in lawful currency of Canada.  Canadian
Exchange Rate: on a particular date, the rate at which C$ may be exchanged
into US$, which shall be the actual exchange rate at which the Canadian
Fronting Lender, using its reasonable best efforts to obtain the most favorable
rate available to it, is able to obtain US$ on such date.  Canadian
Fronting Lender: The Bank of Nova Scotia or such other Lender acceptable
to the Borrower and the Administrative Agent as may be designated from time to
time, in its capacity as the lender of C$ Loans hereunder.  Canadian
Fronting Lender Joinder Agreement: a Canadian Fronting Lender Joinder Agreement
substantially in the form of Exhibit N.  Canadian
Lending Office: such lending office of the Canadian Fronting Lender (or of
an affiliate thereof) as the Canadian Fronting Lender may from time to time
specify to the Administrative Agent and the Canadian Borrower as the office by
which C$ Loans of each type are to be made and maintained.  Canadian
Participant: any Revolving Credit Lender that has notified the Canadian
Fronting Lender and the Administrative Agent of its election to receive any amounts
payable to it pursuant to subsections 4.3(e) and 5.5(g) at a Canadian location
or address.  Canadian
Portion: the portion of the Acceptance Fee (net of the Retained Amount)
with respect to any Bankers Acceptance or the Applicable Margin (net of the
Retained Amount) with respect to any interest payment on any C$ Prime Loan, as
the case may be, that is equal to the combined ratable shares of such
Acceptance Fee or such Applicable Margin, as the case may be, of each Canadian
Participant.  Capital
Expenditures:  for any period, all
amounts which would, in accordance with GAAP, be set forth as capital
expenditures (exclusive of any amount attributable to capitalized interest) on
the consolidated statement of cash flows or other similar statement of the Borrower
and its Subsidiaries for such period but shall exclude (a) any expenditures
made with the proceeds of condemnation or eminent domain proceedings affecting
real property or with insurance proceeds and (b) any expenditures made in
connection with subsection 9.5(g) or (h); provided that any Capital
Expenditures financed with the proceeds of any Indebtedness permitted hereunder
(other than Indebtedness incurred hereunder) shall be deemed to be a Capital
Expenditure only in the period in which, and by the amount which, any principal
of such Indebtedness is repaid.  Capital
Stock:  any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants or options to purchase any
of the foregoing.  Cash
Equivalents:  (a) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof having maturities of not more than six months from
the date of acquisition, (b) certificates of deposit and eurodollar time
deposits with  6 
   maturities of one year or less from the date of acquisition, bankers acceptances
with maturities not exceeding one year and overnight bank deposits, in each
case with any Lender or with any domestic (in the case of any investments,
acquisitions or holdings by the Borrower or its Domestic Subsidiaries)
commercial bank or trust company having capital and surplus in excess of
$300,000,000, (c) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (a) and (b)
entered into with any financial institution meeting the qualifications
specified in clause (b) above, (d) commercial paper having the highest rating
obtainable from S&P or Moodys and in each case maturing within one year
after date of acquisition; (e) investment funds investing 95% of their assets
in securities of the type described in clauses (a) through (d) above, (f)
readily marketable direct obligations issued by any state of the United States
or any political subdivision thereof having one of the two highest rating
categories obtainable from either S&P or Moodys and (g) indebtedness with
a rating of A or higher from S&P or A2 or higher from Moodys.  CD
Assessment Rate:  for any day the
net annual assessment rate (rounded upwards, if necessary, to the next 1/100 of
1%) determined by the Administrative Agent to be payable on such day to the
Federal Deposit Insurance Corporation or any successor (FDIC) for
FDICs insuring time deposits made in Dollars at offices of the Administrative
Agent in the United States.  C$ Loans:
the collective reference to C$ Prime Loans and Bankers Acceptances; for the
purposes of this Agreement, the principal amount of any C$ Loan constituting a
Bankers Acceptance shall be deemed to be the undiscounted face amount of such
Bankers Acceptance; provided that for purposes of the definitions of
Available Revolving Credit Commitments, Required Lenders and Supermajority
Lenders and for purposes of subsection 5.3, the principal amount of any C$
Loan at any time shall be the equivalent in Dollars at such time of the principal
amount of such C$ Loan (with such equivalent amount to be determined based upon
the Canadian Exchange Rate at such time).  C$ Note:
as defined in subsection 5.13(f) hereof.  C$ Prime
Loans: advances denominated in Canadian Dollars that bear interest at a
rate based upon the C$ Prime Rate.  C$ Prime
Rate: with respect to a C$ Prime Loan, on any day, the greater of (a) the
annual rate of interest announced from time to time by the Canadian Fronting
Lender as its reference rate then in effect for determining interest rates on
C$ denominated commercial loans in Canada and (b) the annual rate of interest
equal to the sum of (i) the CDOR Rate and (ii) 0.50% per annum.  CDOR Rate:
on any date, the per annum rate of interest which is the rate based on the rate
applicable to C$ bankers acceptances for a term of 30 days appearing at 10:00
A.M., Winnipeg time, on the Reuters Screen CDOR Page (as defined in the
International Swap Dealer Association, Inc. definitions, as modified and
amended from time to time) on such date, or if such date is not a Business Day
(Canada), then on the immediately preceding Business Day (Canada); provided,
however, that if no such rate appears on the Reuters Screen CDOR Page as
contemplated, then the CDOR Rate on any date shall be the rate for the term and
amount referred to above applicable to C$ bankers acceptances quoted by the
Canadian Fronting Lender as of 10:00 A.M., Winnipeg time, on such date or, if
such date is not a Business Day (Canada), then on the immediately preceding
Business Day (Canada).  7 
   CD Reserve
Percentage:  for any day, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board for determining maximum reserve requirement for a
Depositary Institution (as defined in Regulation D of the Board) in respect of
new non-personal time deposits in Dollars having a maturity of 30 days or more.  Certificate
of Designation:  the Certificate of
Designation of the redeemable, payment-in-kind preferred stock of Jostens, Inc.
to be filed upon consummation of the Merger.  Change in
Law:  with respect to any Lender,
the adoption of, or change in, any law, rule, regulation, policy, guideline or
directive (whether or not having the force of law) or any change in the
interpretation or application thereof by any Governmental Authority having
jurisdiction over such Lender, in each case after the Closing Date.  Change of
Control:  shall be considered to
have occurred if (i) at any time prior to an IPO by the Borrower: Investcorp or
any of its Affiliates (provided that, for purposes of this definition
only, the reference to 25% in the definition of Affiliate contained in
subsection 1.1 shall be deemed to be 51%) or Subsidiaries, any member of the
Investor Group, any Person that is a member of the senior management of the
Borrower, or any entity the majority of the equity ownership interests of which
is owned by such senior management of the Borrower, shall cease to own,
directly or indirectly, in the aggregate, at least 51% of the issued and
outstanding voting stock of the Borrower, free and clear of all Liens, (ii) at
any time after an IPO by the Borrower: if any Person (other than Investcorp,
any of its Affiliates or Subsidiaries, any member of the Investor Group, any
Person that is a member of the senior management of the Borrower, any entity
the majority of the equity ownership interests of which is owned by such senior
management of the Borrower or any Person acting in the capacity of an
underwriter), whether singly or in concert with one or more Persons, shall,
directly or indirectly, have acquired, or acquire the power (x) to vote or
direct the voting of 30% or more, on a fully diluted basis, of the outstanding
common stock of the Borrower or (y) to elect or designate for election a
majority of the Board of Directors of the Borrower by voting power, contract or
otherwise, or (iii) a Specified Change of Control shall have occurred.  Closing
Date:  May 10, 2000.  Co-Bookrunners:
 as defined in the Preamble hereto.  Co-Lead
Arrangers:  as defined in the
Preamble hereto.  Code:  the Internal Revenue Code of 1986, as
amended from time to time.  Collateral:  all assets of the Credit Parties, now owned
or hereafter acquired, upon which a Lien is purported to be created by any
Security Document.  Collateral
Agreement:  the Collateral
Agreement, substantially in the form of Exhibit E, to be made by the Borrower
and its Domestic Subsidiaries from time to time parties thereto in favor of the
Administrative Agent, for the ratable benefit of the Lenders, as the same may
be amended, modified or supplemented from time to time.  Commercial
L/C:  a commercial documentary
Letter of Credit under which the Issuing Lender agrees to make payments in
Dollars for the account of the Borrower, on behalf of the Borrower or a
Subsidiary of the Borrower, in respect of obligations of the Borrower or such  8 
   Subsidiary in connection with the purchase of goods or services in the
ordinary course of business.  Commitment:  as to any Lender at any time, such Lenders
Swing Line Commitment, Tranche A Term Loan Commitment, Tranche C Term Loan
Commitment  and/or Revolving Credit
Commitment; collectively, as to all the Lenders, the Commitments.  Commitment
Fee Rate:  1⁄2 of 1% per annum; provided,
that from and after the first anniversary of the Closing Date and so long as no
Event of Default has occurred and is continuing, the Commitment Fee Rate will
be determined pursuant to the pricing grid attached hereto as Schedule II based
upon the Leverage Ratio as determined from the relevant financial statements
delivered pursuant to subsection 8.1.  Commitment
Percentage:  as to any Lender at
any time, its Term Loan Commitment Percentage or its Revolving Credit
Commitment Percentage, as the context may require.  Commodity
Hedging Agreements:  any futures
contract or other similar agreement or arrangement designed to protect the
Borrower against fluctuations in commodities prices and not for purposes of
speculation.  Commonly
Controlled Entity:  an entity,
whether or not incorporated, which is under common control with the Borrower
within the meaning of Section 4001 of ERISA or is part of a group which
includes the Borrower and which is treated as a single employer under
Section 414(b) or (c) of the Code.  Consolidated
Current Assets:  at a particular
date, all amounts which would, in conformity with GAAP, be included under
current assets on a consolidated balance sheet of the Borrower and its
Subsidiaries as at such date.  Consolidated
Current Liabilities:  at a
particular date, all amounts which would, in conformity with GAAP, be included
under current liabilities on a consolidated balance sheet of the Borrower and
its Subsidiaries as at such date, excluding the current portion of long-term
debt and the entire outstanding principal amount of the Revolving Credit Loans.  Consolidated
EBITDA:  for any period, the
Consolidated Net Income of the Borrower and its Subsidiaries for such period, plus,
without duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (a) total income tax
expense, (b) interest expense, amortization or write-off of debt discount, debt
issuance, warrant and other equity issuance costs and commissions, discounts,
redemption premium and other fees and charges associated with the Loans,
letters of credit permitted hereunder, Financing Leases (excluding any precious
metals leases) or the acquisition or repayment of any debt securities of the
Borrower or its Subsidiaries permitted hereunder, and net costs associated with
Interest Rate Agreements to which the Borrower is a party in respect of the
Loans (including commitment fees and other periodic bank charges), (c) costs of
surety bonds, (d) depreciation and amortization expense, (e) amortization of
inventory write-up under APB 16, amortization of intangibles (including, but
not limited to, goodwill and costs of interest-rate caps and the cost of
non-competition agreements) and organization costs, (f) non-cash amortization
of Financing Leases, (g) franchise taxes, (h) management fees paid as
contemplated by subsection 12.14 and charges related to management fees prepaid
in connection with the Transactions, (i) all cash dividend payments (and
non-cash dividend expenses) on any series of preferred stock, (j) any expenses
incurred in connection with any merger, any acquisition or joint venture
permitted  9 
   herein, including, without limitation, the Transactions (including any
payments of success/transition bonuses to management of the Borrower in
connection therewith), (k) any other write-downs, write-offs, minority
interests and other non-cash charges or expenses, (l) any non-cash
restructuring or other type of non-cash special charge or reserve, (m) expenses
and charges related to any equity offering, (n) expenses consisting of internal
software development costs that are expensed during the period but could have
been capitalized in accordance with GAAP, (o) securitization expense and (p)
nonrecurring litigation or claim settlement charges or expenses; provided
that (i) the cumulative effect of a change in accounting principles (effected
either through cumulative effect adjustment or a retroactive application) shall
be excluded, (ii) the net income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition
shall be excluded, (iii) the impact of foreign currency and hedging
translations and transactions shall be excluded, (iv) all other extraordinary
or non-recurring gains, losses and charges shall be excluded and (v) up to
$5,000,000 of the amount of expenditures made in any fiscal year of the
Borrower in respect of subsection 9.6(h) shall be excluded.  Consolidated
Indebtedness:  at a particular
date, all Indebtedness other than Indebtedness described in clauses (b) or (c)
of the definition of Indebtedness included in this subsection 1.1 of the
Borrower and its Subsidiaries determined on a consolidated basis in accordance
with GAAP at such date.  Consolidated
Net Income:  for any period, net
income of the Borrower and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP; provided that: (i) the net income (but not
loss) of any Person that is not a Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the Borrower or a wholly owned
Subsidiary and (ii) the net income of any Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that net income is prohibited or not permitted at the date
of determination.  Contingent
Obligation:  as to any Person, any
obligation of such Person guaranteeing or in effect guaranteeing any
Indebtedness (primary obligations) of any other Person (the primary
obligor) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent (a) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (b) to advance or supply funds (i) for the purchase
or payment of any such primary obligation or (ii) to maintain working capital
or equity capital of the primary obligor or otherwise to maintain the net worth
or solvency of the primary obligor, (c) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such
primary obligation or (d) otherwise to assure or hold harmless the owner of any
such primary obligation against loss in respect thereof; provided, that
the term Contingent Obligation shall not include endorsements of instruments
for deposit or collection in the ordinary course of business.  The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount
(based on the maximum reasonably anticipated net liability in respect thereof
as determined by the Borrower in good faith) of the primary obligation or
portion thereof in respect of which such Contingent Obligation is made or, if
not stated or determinable, the maximum reasonably anticipated net liability in
respect thereof (assuming such Person is required to perform thereunder) as
determined by the Borrower in good faith.  10 
   Contractual
Obligation:  as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or undertaking to which such Person is a party or by which it or any of the
property owned by it is bound.  Credit
Documents:  the collective
reference to this Agreement, the Notes, the Security Agreements, the Mortgages
and the Guarantees.  Credit
Parties:  the collective reference
to (i) the Borrower and each of its direct and indirect Subsidiaries other than
any Foreign Subsidiaries of the Borrower (or any other United States Person)
and (ii) the Canadian Borrower.  Default:  any of the events specified in Section 10,
whether or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.  Dollars
and $:  refers to lawful money
of the United States.  Domestic
Subsidiary:  as to any Person, any
Subsidiary of such Person other than a Foreign Subsidiary of such Person.  Draft:
a blank bill of exchange, within the meaning of the Bills of Exchange Act
(Canada), in substantially the form set forth in Exhibit O, drawn by the
Canadian Borrower on the Canadian Fronting Lender, denominated in C$ and
bearing such distinguishing letters and numbers as such Lender may determine, but
which at such time, except as otherwise provided herein, has not been completed
or accepted by such Lender.  Drawing:
the creation and purchase of Bankers Acceptances and/or the purchase of
completed Drafts, by the Canadian Fronting Lender pursuant to subsection 4.3.  Environmental
Laws:  any and all foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees or requirements of any Governmental Authority or
requirements of law (including, without limitation, common law) regulating or
imposing liability or standards of conduct concerning environmental or public
health protection matters, including, without limitation, Hazardous Materials,
as now or may at any time hereafter be in effect.  Environmental
Permits:  any and all permits,
licenses, registrations, notifications, exemptions and any other authorizations
required under any Environmental Law.  Equity
Contribution: as defined in subsection 7.1(c).  ERISA:  the Employee Retirement Income Security Act
of 1974, as amended from time to time.  Eurocurrency
Reserve Requirements:  for any day
as applied to a Eurodollar Loan, the aggregate (without duplication) of the
rates (expressed as a decimal fraction) of reserve requirements in effect on such
day (including, without limitation, basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority
having jurisdiction with respect thereto) dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as Eurocurrency
Liabilities in Regulation D of such Board) maintained by a member bank of such
System.  11 
   Eurodollar
Base Rate:  with respect to each
day during each Interest Period pertaining to a Eurodollar Loan, the rate per
annum determined on the basis of the rate for deposits in Dollars for a period
equal to such Interest Period commencing on the first day of such Interest
Period appearing on Page 3750 of the Dow Jones Markets screen as of 11:00 A.M.,
London time, two Business Days prior to the beginning of such Interest
Period.  In the event that such rate
does not appear on Page 3750 of the Dow Jones Markets screen (or otherwise on
such screen), the Eurodollar Base Rate for purposes of this definition
shall be determined by reference to such other comparable publicly available
service for displaying eurodollar rates as may be selected by the
Administrative Agent or, in the absence of such availability, by reference to
the rate at which the Administrative Agent is offered Dollar deposits at or
about 11:00 A.M., London time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where its eurodollar and
foreign currency and exchange operations are then being conducted for delivery
on the first day of such Interest Period for the number of days comprised
therein.  Eurodollar
Lending Office:  as to any Lender
the office of such Lender which shall be making or maintaining Eurodollar
Loans.  Eurodollar
Loans:  Loans at such time as they
are made and/or being maintained at a rate of interest based upon a Eurodollar
Rate.  Eurodollar
Rate:  with respect to each day
during each Interest Period pertaining to a Eurodollar Loan, a rate per annum
determined for such day in accordance with the following formula (rounded
upward to the nearest 1/100th of 1%):  Eurodollar Base Rate1.00  Eurocurrency Reserve Requirements
  Event of
Default:  any of the events
specified in Section 10; provided that any requirement for the giving of
notice, the lapse of time, or both, has been satisfied.  Excess
Cash Flow:  for any fiscal year of
the Borrower, commencing with the fiscal year ending on December 29, 2001, the
excess of (a) Consolidated EBITDA for such fiscal year over (b) the sum,
without duplication, of (i) the aggregate amount actually paid by the Borrower
and its Subsidiaries in cash during such fiscal year on account of capital
expenditures or acquisitions (other than capital expenditures made with the
proceeds of eminent domain or condemnation proceedings to the extent such
proceeds are not included in the determination of Consolidated EBITDA for such
fiscal year), (ii) the aggregate amount of payments of principal in respect of
any Indebtedness during such fiscal year (other than any such payments of
principal pursuant to subsections 5.4(b)(i), (ii), (iii), (iv) and (v) to the
extent such amounts are not included in Consolidated EBITDA, the repayment of
Tranche B Term Loans in connection with the Restatement Transactions or any
such payments of principal in respect of any revolving credit facility to the
extent that there is not an equivalent reduction in such facility), (iii)
increases in working capital (excluding any customer deposits) (calculated as
Consolidated Current Assets at the end of such fiscal year minus
Consolidated Current Liabilities as at the end of such fiscal year) of the
Borrower and its Subsidiaries for such fiscal year (excluding any increase in
cash or Cash Equivalents above an increase deemed in good faith by the Borrower
to be necessary or desirable for the operation of the business of the Borrower
and its Subsidiaries), (iv) cash interest expense (including fees paid in
connection with letters of credit and surety bonds and commitment fees and
other periodic bank charges) of the Borrower and its Subsidiaries, (v) the
amount of taxes actually paid in cash by the Borrower and its Subsidiaries for
such fiscal year either during such fiscal year or within a normal payment
period thereof, (vi) to the extent added  12 
   to Consolidated Net Income of the Borrower and its Subsidiaries in
calculating Consolidated EBITDA for such fiscal year, the net cash cost of Interest
Rate Agreements, franchise taxes and management fees, (vii) the net income of
any Subsidiary shall be excluded to the extent that such amount is accounted
for under the equity method to the extent cash dividends are not paid or the
declaration or payment of dividends is not permitted without prior governmental
approval (which has not been obtained), (viii) the dividend actually paid in
cash by the Borrower on March 1, 2000, (ix) the amount of cash actually paid by
the Borrower and its Subsidiaries in connection with clauses (b) (without
duplication), (g), (h), (i), (j), (m), (n), (o), (p) and clauses (iii) and (iv)
of the proviso in the definition of Consolidated EBITDA and (x) the amount of
any cash actually paid in connection with reserves established in accordance
with GAAP; provided that to the extent any amount of cash is actually
paid by the Borrower and its Subsidiaries in connection with clause (p) in the
definition of Consolidated EBITDA in any fiscal year in which the Borrower does
not have Excess Cash Flow, such amount, to the extent it was not applied to
reduce Consolidated EBITDA in determining the existence of Excess Cash Flow in
the year such amount was paid, may be carried forward to subsequent fiscal
years of the Borrower and applied once to reduce the amount or any Excess Cash
Flow for any such fiscal years.  Existing
Credit Agreement:  as defined in
the recitals hereto.  Fee
Property:  as defined in subsection
6.13.  Financing
Lease:  (a) any lease of property,
real or personal, the obligations under which are capitalized on a consolidated
balance sheet of the Borrower and its consolidated Subsidiaries and (b) any
other such lease to the extent that the then present value of any rental
commitment thereunder should, in accordance with GAAP, be capitalized on a
balance sheet of the lessee.  First
Restatement Effective Date:  July
31, 2002.  Foreign
Subsidiary:  as to any Person, any
Subsidiary of such Person which is not organized under the laws of the United
States or any state thereof or the District of Columbia.  GAAP:  generally accepted accounting principles in
the United States in effect from time to time.  Goldman:  Goldman Sachs Credit Partners, L.P., and its
successors.  Governmental
Authority:  any nation or government,
any state or other political subdivision thereof or any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.  Guarantees:  the collective reference to the Subsidiary
Guarantee, the Borrower Guarantee and any guarantee which may from time to time
be executed and delivered by a Subsidiary pursuant to subsection 8.9.  Hazardous
Materials:  any hazardous
materials, hazardous wastes, hazardous pesticides or hazardous or toxic substances,
and any other material that may give rise to liability under any Environmental
Law, including, without limitation, asbestos, petroleum, any other petroleum
products (including gasoline, crude oil or any fraction thereof),
polychlorinated biphenyls and urea-formaldehyde insulation.  13 
   Indebtedness:  of a Person, at a particular date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (b) the undrawn face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder and unpaid reimbursement obligations with respect
thereto, (c) all liabilities (other than Lease Obligations and liabilities in
connection with reserves established in accordance with GAAP) secured by any
Lien on any property owned by such Person, even though such Person has not
assumed or become liable for the payment thereof, (d) Financing Leases, (e) all
indebtedness of such Person arising under acceptance facilities, but excluding
(i) trade and other accounts payable and accrued expenses payable in the
ordinary course of business which are not overdue for a period of more than 90
days or, if overdue for more than 90 days, as to which a dispute exists and
adequate reserves in conformity with GAAP have been established on the books of
such Person, (ii) letters of credit supporting the purchase of goods in the
ordinary course of business and expiring no more than six months from the date
of issuance and (iii) precious metal leases, whether capital or operating; provided
that obligations in respect of Interest Rate Agreements and Commodity Hedging
Agreements shall not be included in this definition.  Insolvency:  with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245 of
ERISA.  Insolvent:  pertaining to a condition of Insolvency.  Interest
Coverage Ratio:  on the last day of
any fiscal quarter of the Borrower, the ratio of (a) Consolidated EBITDA for
the period of twelve months ending on such day to (b) cash interest expense
(excluding (i) fees payable on account of letters of credit, (ii) to the extent
included in interest expense in accordance with GAAP, net costs associated with
Interest Rate Agreements to which the Borrower is a party in respect of the
Loans and other periodic bank charges and amortization of debt discount
(including discount of liabilities and reserves established under APB 16), (iii)
interest expense in respect of costs of debt issuance and interest expense on
customer deposits for such period net of interest income and (iv) interest in
respect of seasonal borrowings occurring in the third fiscal quarter of the
Borrower which seasonal borrowings shall be calculated as the lesser of (i)
$85,000,000 and (ii) the amount of Revolving Credit Loans outstanding on the
date of such calculation, at the applicable interest rate for the relevant
period), in each case, for or during such period on a consolidated basis for
the Borrower and its Subsidiaries in accordance with GAAP; and provided,
further, that for the periods ending on December 30, 2000 and March 31,
2001 cash interest expense for the relevant period shall be deemed to equal
actual cash interest expense for such period (excluding interest in respect of
seasonal borrowings occurring in the fiscal quarter ending on
September 30, 2000 which seasonal borrowings shall be calculated as the
lesser of (i) $85,000,000 and (ii) the amount of Revolving Credit Loans
outstanding on the date of such calculation, at the applicable interest rate
for such quarter) multiplied by 2 and 4/3, respectively.  For clarification, cash interest expense
does not include the accretion of interest expense.  Interest
Payment Date:  (a) as to Alternate
Base Rate Loans or C$ Prime Loans, the last day of each March, June, September
and December, commencing on the first such day to occur after any Alternate
Base Rate Loans or C$ Prime Loans are made or any Eurodollar Loans are
converted to Alternate Base Rate Loans, (b) as to any Eurodollar Loan in
respect of which the Borrower has selected an Interest Period of one, two or
three months, the last day of such Interest Period and (c) as to any Eurodollar
Loan in respect of which the Borrower has selected a longer Interest Period
than the periods described in clause (b), the last day of each three calendar
month interval during such Interest Period and, in addition, the last day of
such Interest Period.  14 
   Interest
Period:  with respect to any
Eurodollar Loan:  (a)  initially, the period
commencing on, as the case may be, the Borrowing Date or conversion date with
respect to such Eurodollar Loan and ending one, two, three or six months
thereafter (or, if and when available to all the relevant Lenders, nine or
twelve months thereafter) as selected by the Borrower in its notice of
borrowing as provided in subsection 5.1 or its notice of conversion as provided
in subsection 5.2; and  (b)  thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to
such Eurodollar Loan and ending one, two, three or six months thereafter (or,
if and when available to all the relevant Lenders, nine or twelve months
thereafter) as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect to such Eurodollar Loan;  provided
that the foregoing provisions relating to Interest Periods are subject to the
following:  (A)  if any Interest Period
would otherwise end on a day which is not a Business Day, that Interest Period
shall be extended to the next succeeding Business Day, unless the result of
such extension would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the immediately
preceding Business Day;  (B)  any Interest Period that
would otherwise extend beyond (i) in the case of an Interest Period for a Term
Loan, the final Tranche A or Tranche C Installment Payment Date shall end on
such Tranche A or Tranche C Installment Payment Date or, if such Tranche A or
Tranche C Installment Payment Date shall not be a Business Day, on the next
preceding Business Day; and (ii) in the case of any Interest Period for a
Revolving Credit Loan, the Revolving Credit Termination Date shall end on the
Revolving Credit Termination Date, or if the Revolving Credit Termination Date
shall not be a Business Day, on the next preceding Business Day;  (C)  if the Borrower shall fail
to give notice as provided above in clause (b), it shall be deemed to have
selected a conversion of a Eurodollar Loan into an Alternate Base Rate Loan
(which conversion shall occur automatically and without need for compliance
with the conditions for conversion set forth in subsection 5.2);  (D)  any Interest Period that
begins on the last 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 a calendar month; and  (E)  the Borrower shall select
Interest Periods so as not to require a prepayment (to the extent practicable)
or a scheduled payment of a Eurodollar Loan during an Interest Period for such
Eurodollar Loan.  Interest
Rate Agreement:  any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement or arrangement.  Investcorp:  Investcorp S.A., a Luxembourg corporation.  15 
   Investment
Grade Securities:  (i) securities
issued or directly and fully guaranteed or insured by the Unites States
government or any agency or instrumentality thereof (other than Cash
Equivalents), (ii) debt securities or debt instruments with a rating of BBB- or
higher by S&P or Baa3 by Moodys or the equivalent of such rating by such
rating organization, or if no rating of S&Ps or Moodys then exists, the equivalent
of such rating by any other nationally recognized securities rating agency, but
excluding any debt securities or instruments constituting loans or advances
among the Borrower and its Subsidiaries and (iii) investments in any fund that
invests exclusively in investments of the type described in clauses (i) and
(ii) which fund may also hold immaterial amounts of cash pending investment
and/or distribution.  Investor
Group:  the collective reference to
Investcorp, certain affiliated entities and other international investors
arranged by Investcorp, certain members of senior management of the Borrower,
DB Capital Investors and First Union Leveraged Capital.  IPO:  as to any Person, any sale by such Person
through a public offering of its common (or other voting) stock pursuant to an
effective registration statement (other than a registration statement on Form
S-4, S-8 or any successor or similar form) filed under the Securities Act of
1933, as amended.  Issuing
Lender:  collectively, JPMorgan
Chase and any of its Affiliates, including JPMorgan Chase Bank Delaware, as
issuer of the Letters of Credit; with respect to any Letter of Credit, the term
Issuing Lender shall mean the Issuing Lender with respect to such Letter of
Credit.  JPMorgan
Chase:  JPMorgan Chase Bank  L/C
Application:  as defined in
subsection 3.5(a).  L/C
Obligations:  the obligations of
the Borrower to reimburse the Issuing Lender for any payments made by the
Issuing Lender under any Letter of Credit that have not been reimbursed by the
Borrower pursuant to subsection 3.8(a).  L/C
Participating Interest:  an
undivided participating interest in the face amount of each issued and
outstanding Letter of Credit and the L/C Application relating thereto.  L/C
Participation Certificate:  a
certificate in substantially the form of Exhibit G.  Lease
Obligations:  of the Borrower and
its Subsidiaries, as of the date of any determination thereof, the rental
commitments of the Borrower and its Subsidiaries determined on a consolidated
basis in accordance with GAAP, if any, under leases for real and/or personal
property (net of rental commitments from sub-leases thereof), excluding
however, obligations under Financing Leases.  Leased
Properties:  as defined in
subsection 6.13.  Lenders:  as defined in the Preamble hereto.  Letters of
Credit:  the collective reference
to the Commercial L/Cs, the Standby L/Cs, individually, a Letter of Credit.  16 
   Leverage
Ratio:  as defined in subsection
9.9; provided that for purposes of calculating the Leverage Ratio, the
unencumbered (other than Liens permitted pursuant to subsection 9.2 (other than
subsections 9.2(i) (only to the extent such Lien is in respect of cash and Cash
Equivalents specifically securing Indebtedness in respect of one or more
Commercial L/Cs and not all Indebtedness under this Agreement generally) and
9.2(l)) cash and Cash Equivalents balances of the Borrower and its Subsidiaries
on such date shall be deducted from the amount of Consolidated Indebtedness on
such date; provided, further, the amount of cash and Cash
Equivalent balances of Foreign Subsidiaries of the Borrower deducted pursuant
to the immediately preceding proviso shall not exceed $7,500,000.  Lien:  any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), or
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever (including, without limitation, any conditional sale
or other title retention agreement, any financing lease having substantially
the same economic effect as any of the foregoing, and the filing of any
financing statement under the Uniform Commercial Code or comparable law of any
jurisdiction in respect of any of the foregoing, except for the filing of
financing statements in connection with Lease Obligations incurred by the
Borrower or its Subsidiaries to the extent that such financing statements
relate to the property subject to such Lease Obligations).  Local Loan
Participation Certificate:  a
certificate substantially in the form of Exhibit P.  Loans:  the collective reference to the Swing Line
Loans, the Term Loans, and the Revolving Credit Loans; individually, a Loan.  Merger:  the collective reference to the merger and
recapitalization transactions pursuant to which the Investor Group acquired its
interest in the Borrower.  Merger
Agreement:  the Agreement and Plan
of Merger, as amended, between the Borrower and MergerCo, dated as of December
27, 1999.  MergerCo:  Saturn Acquisition Corporation.  Moodys:  Moodys Investors Service, Inc.  Mortgaged
Properties:  (a) the Real Property
designated as Mortgaged Property on Schedule 6.13 and (b) any fee Real
Property covered by a Mortgage delivered pursuant to subsection 8.9(d).  Mortgages:
each of the mortgages and deeds of trust made by any Credit Party in favor of,
or for the benefit of, the Administrative Agent for the benefit of the Lenders,
in a form reasonably acceptable to the Administrative Agent and the Borrower,
as the same may be amended, supplemented or otherwise modified from time to
time.  Multiemployer
Plan:  a Plan which is a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.  Net
Proceeds:  the aggregate cash
proceeds received by the Borrower or any Subsidiary in respect of:  17 
   (a)(i)any issuance or
borrowing of any debt securities or loans by the Borrower or any of its
Subsidiaries other than debt or loans permitted to be incurred or borrowed
pursuant to subsection 9.1 or (ii) any issuance by the Borrower or any of its
Subsidiaries of Capital Stock (excluding any such issuance to any member of the
Investor Group or any Affiliate thereof or any such issuance to employees of
the Borrower or any of its Subsidiaries);  (b)any Asset Sale,
excluding (i) any net proceeds received upon any condemnation or exercise of
rights of eminent domain to the extent the same shall be deemed not to
constitute Net Proceeds pursuant to the proviso to subsection 9.5(d) and
(ii) any proceeds of insurance received upon any casualty or loss;  (c)any cash received in
respect of substantially like-kind exchanges of property to the extent provided
in the proviso to subsection 9.5(e); and  (d)any cash payments
received in respect of promissory notes delivered to the Borrower or any of its
Subsidiaries in respect of an Asset Sale delivered to the Borrower or such
Subsidiary in respect of an Asset Sale;  in each case
net of (without duplication) (A) the amount required to repay any Indebtedness
(other than the Loans) secured by a Lien on any assets of the Borrower or any
of its Subsidiaries that are collateral for any such debt securities or loans
that are sold or otherwise disposed of in connection with such Asset Sale, (B)
the reasonable expenses (including legal fees and brokers and underwriters
commissions, lenders fees or credit enhancement fees, in any case, paid to
third parties or, to the extent permitted hereby, Affiliates) incurred in
effecting such issuance or sale and (C) any taxes reasonably attributable to
such sale and reasonably estimated by the Borrower or its Subsidiaries to be
actually payable.  Non-Funding
Lender:  as defined in subsection
5.9(c).  Notes:  the collective reference to the Swing Line
Note, the C$ Note, the Revolving Credit Notes and the Term Loan Notes; each of
the Notes, a Note.  Offering
Memorandum:  the offering
memorandum dated May 5, 2000 with respect to the Senior Subordinated Notes.  Original
Credit Agreement:  as defined in
the recitals hereto.  Participants:  as defined in subsection 12.6(b).  Participating
Lender:  any Revolving Credit
Lender (other than the Issuing Lender) with respect to its L/C Participating
Interest in each Letter of Credit.  Payment
Sharing Notice:  a written notice
from the Borrower or any Lender informing the Administrative Agent that an
Event of Default has occurred and is continuing and directing the
Administrative Agent to allocate payments thereafter received from or on behalf
of any Borrower in accordance with the provisions of subsection 5.9.  PBGC:  the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA or any successor.  18 
   Permanent
Subordinated Debt:  (i) unsecured
notes or debentures of the Borrower, subordinated to the prior payment of the
Loans and the other obligations under the Credit Documents, that were issued by
the Borrower on the Closing Date or that may be issued by the Borrower after
the Closing Date (including the Senior Subordinated Notes); provided
that either (x) such notes or debentures have terms which are as favorable to
the Lenders as the terms set forth in the Bridge Commitment Letter or the
Offering Memorandum and the conditions contained in clauses (i)(y)(b) and (c)
of this definition are met or (y) (a) unless otherwise agreed to by the
Required Lenders, (I) the subordination provisions of which are as favorable to
the Lenders as such provisions set forth in the Bridge Commitment Letter or the
Offering Memorandum and (II) the terms and conditions thereof (including,
without limitation, subordination, covenant and events of default provisions
thereof but excluding any call protection provisions) taken as a whole shall be
at least as favorable to the Borrower and the Lenders as such terms and
conditions set forth in the Bridge Commitment Letter or the Offering
Memorandum, (b) no covenant contained in this Agreement or any of the other Credit
Documents would be violated on the proposed issuance date after giving effect
to (I) the issuance of such notes or debentures, (II) the payment of all
issuance costs, commissions, discounts, redemption premiums and other fees and
charges associated therewith, (III) the use of proceeds thereof and (IV) the
redemption, repayment, retirement and repurchase of all Indebtedness of the
Borrower and its Subsidiaries to be redeemed, repaid or repurchased in
connection therewith and (c) substantially final drafts of the documentation
governing any such notes or debentures, showing the terms thereof, shall have
been furnished to the Administrative Agent at least 5 days prior to the date of
issuance of such notes or debentures and (ii) unsecured notes or debentures of
the Borrower, subordinated to the prior payment of the Loans and the other
obligations under the Credit Documents, that may be issued by the Borrower to
refinance previously issued Permanent Subordinated Debt; provided that
(a) unless otherwise agreed to by the Required Lenders, the interest rate and
subordination provisions shall be at least as favorable to the Borrower and the
Lenders as such provisions of refinanced Permanent Subordinated Debt and the
other terms and conditions thereof (including, without limitation, the covenant
and event of default provisions thereof) taken as a whole shall be at least as
favorable to the Borrower and the Lenders as such refinanced Permanent
Subordinated Debt and (b) the conditions contained in clauses (i)(y)(b) and (c)
of this definition shall be met.  Permitted
Liens:  Liens permitted to exist
under subsection 9.2.  Person:  an individual, partnership, corporation,
business trust, joint stock company, limited liability company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.  Photography
Division:  businesses relating to
selling portraits and activity photos.  Plan:  at a particular time, any employee benefit
plan which is covered by ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an employer as defined in
Section 3(5) of ERISA.  Preferred
Stock:  the preferred stock of the
Borrower described in the Certificate of Designation.  Real
Property:  each Fee Property and
Leased Property listed on Schedule 6.13.  19 
   Recognition
Division:  businesses relating to
selling service and related recognition affinity awards to companies or other
Persons.  Refunded
Swing Line Loans:  as defined in
subsection 3.4(b).  Register:  as defined in subsection 12.6(d).  Related
Document:  any agreement,
certificate, document or instrument relating to a Letter of Credit.  Reorganization:  with respect to any Multiemployer Plan, the
condition that such Plan is in reorganization as such term is used in Section
4241 of ERISA.  Reportable
Event:  any of the events set forth
in Section 4043(c) of ERISA, other than those events as to which the thirty day
notice is waived under subpart B of PBGC Reg. § 4042.  Required
Lenders:  at a particular time, the
holders of at least 51% of the sum of (i) the aggregate unpaid principal amount
of the Term Loans, if any, and (ii) the Revolving Credit Commitments or, if the
Revolving Credit Commitments are terminated, the aggregate unpaid principal
amount of (x) the Revolving Credit Loans, (y) participating interests in
outstanding Bankers Acceptances and (z) participations in Swing Line Loans and
the aggregate amount available to be drawn at such time under all outstanding
Letters of Credit and L/C Obligations. 
The Term Loans and the Revolving Credit Commitments of any Non-Funding
Lender shall be disregarded in determining Required Lenders at any time.  Requirement
of Law:  as to any Person, the
Articles or Certificate of Incorporation and By-Laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, order,
or determination of an arbitrator or a court or other Governmental Authority,
in each case, applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.  Responsible
Officer:  with respect to any
Person, the president, treasurer, chief executive officer, the chief operating
officer, the chief financial officer, assistant treasurer, corporate controller
or any vice president of such Person.  Restatement
Transactions:  the execution and delivery
of the Amendment and Restatement Agreement by each Person party thereto, the
satisfaction of the conditions to the effectiveness thereof, and the
consummation of the transactions contemplated thereby, including the borrowing
of Tranche C Loans on the Restatement Effective Date and the use of the
proceeds thereof to prepay all Tranche B Term Loans outstanding on the First
Restatement Effective Date.  Retained
Amount: the amount, equal to 1/4 of 1% per
annum of (i) the aggregate face amount of any Bankers Acceptance in
respect of which any Acceptance Fee is paid or (ii) the aggregate principal
amount of any C$ Prime Loan in respect of which any interest payment is made,
as the case may be, that is retained by the Canadian Fronting Lender pursuant to
and in accordance with subsection 4.3(e) or 5.5(g), as the case may be.  Revolving
Credit Commitment:  as to any
Lender, its obligations to (i) make Revolving Credit Loans (other than C$ Prime
Loans) to the Borrower pursuant to subsection 3.1, (ii) to participate in
Swingline Loans, (iii) to purchase its L/C Participating Interest in any Letter
of Credit and (iv) to purchase its participating interest in C$ Prime Loans and
Bankers  20 
   Acceptances, in an aggregate amount not to exceed the amount set forth
under such Lenders name in Schedule I opposite the caption Revolving Credit
Commitment or in Schedule 1 to the Assignment and Acceptance by which such
Lender acquired its Revolving Credit Commitment, as the same may be reduced
from time to time pursuant to subsection 5.3 or adjusted pursuant to subsection
12.6(c); collectively, as to all the Lenders, the Revolving Credit
Commitments.  The original
aggregate principal amount of the Revolving Credit Commitments is $150,000,000.  Revolving
Credit Commitment Percentage:  as
to any Lender at any time, the percentage of the aggregate Revolving Credit
Commitments then constituted by such Lenders Revolving Credit Commitment.  Revolving
Credit Commitment Period:  the
period from and including the Closing Date to but not including the Revolving
Credit Termination Date.  Revolving
Credit Lender: any Lender with a Revolving Credit Commitment.  Revolving
Credit Loans as defined in subsection 3.1(a).  Revolving
Credit Note:  as defined in
subsection 5.13(f).  Revolving
Credit Termination Date:  the
earlier of (a) May 31, 2006 and (b) such other earlier date as the Revolving
Credit Commitments shall terminate hereunder.  Second
Amendment and Restatement Agreement: the Second Amendment and Restatement
Agreement, dated as of December [     ], 2002, among
the Borrower, the Canadian Borrower, the Required Lenders, the Administrative
Agent, the Syndication Agent and the Canadian Fronting Lender.  Second Restatement
Effective Date:  the date on which
all conditions precedent set forth in Section 3 of the Second Amendment and
Restatement Agreement shall have been satisfied.  Security
Agreements:  the collective
reference to the Collateral Agreement, the Canadian Collateral Agreement and
any security agreement which may from time to time be executed and delivered by
a Subsidiary of the Borrower pursuant to subsection 8.9.  Security
Documents:  the collective
reference to the Security Agreements and the Mortgages.  Senior
Leverage Ratio:  as of any date,
the Leverage Ratio, excluding, for purposes of determining the Senior Leverage
Ratio only, the Permanent Subordinated Debt and other subordinated Indebtedness
permitted pursuant to subsection 9.1(i) from Consolidated Indebtedness to the
extent otherwise included at such date.  Senior
Subordinated Note Indenture:  the
indenture to be entered into by the Borrower in connection with the issuance of
the Senior Subordinated Notes, with such material terms and conditions as are
not materially less favorable to the Lenders than those of the subordinated
bridge loans under the Bridge Commitment Letter or the Offering Memorandum,
together with all instruments and other agreements entered into by the Borrower
in connection therewith, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with subsection 9.16.  21 
   Senior
Subordinated Notes:  the senior
subordinated notes of the Borrower (or any refinancing thereof permitted
hereunder) which shall be issued under the Senior Subordinated Note Indenture
and shall have material terms and conditions not materially less favorable to
the Lenders than those of the subordinated bridge loans under the Bridge
Commitment Letter or the Offering Memorandum.  Single
Employer Plan:  any Plan which is
covered by Title IV of ERISA, but which is not a Multiemployer Plan.  S&P:  Standard and Poors Ratings Services, a
division of McGraw-Hill Companies, Inc.  Specified
Change of Control:  a Change of
Control as defined from time to time in the Senior Subordinated Note
Indenture, so long as the Senior Subordinated Note Indenture exists.  Specified
Debt: the (a) Bridge Subordinated Debt and (b) Permanent Subordinated
Debt.  Standby
L/C:  an irrevocable letter of
credit under which the Issuing Lender agrees to make payments in Dollars for
the account of the Borrower, on behalf of the Borrower or any Subsidiary of the
Borrower in respect of obligations of the Borrower or such Subsidiary incurred
pursuant to contracts made or performances undertaken or to be undertaken or
like matters relating to contracts to which the Borrower or such Subsidiary is
or proposes to become a party in the ordinary course of the Borrowers or such
Subsidiarys business, including, without limiting the foregoing, for insurance
purposes or in respect of advance payments or as bid or performance bonds or
for any other purpose for which a standby letter of credit might customarily be
issued.  Subsection
5.11(d)(2) Certificate:  as defined
in subsection 5.11(d).  Subsidiary:  as to any Person, a corporation,
partnership, limited liability company or other entity of which shares of stock
of each class or other interests having ordinary voting power (other than stock
or other interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, by such Person or by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person.  A Subsidiary shall be deemed
wholly-owned by a Person who owns directly or indirectly all of the voting
shares of stock or other interests of such Subsidiary having voting power under
ordinary circumstances to vote for directors or other managers of such
corporation, partnership or other entity, except for (i) directors qualifying
shares, (ii) shares owned by multiple shareholders to comply with local laws
and (iii) shares owned by employees. 
Unless otherwise qualified, all references to a Subsidiary or to
Subsidiaries in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower; provided that any joint venture or Person in which an
investment is existing on the Closing Date or is made pursuant to subsection
9.6(h) shall, so long as such investment is maintained in reliance on such
subsection, not be a Subsidiary of the Borrower for any purpose of this
Agreement.  Subsidiary
Guarantee:  the Subsidiary
Guarantee, substantially in the form of Exhibit F, to be made by certain
Domestic Subsidiaries of the Borrower in favor of the Administrative  22 
   Agent for the ratable benefit of the Lenders, as the same may be
amended, modified or supplemented from time to time.  Supermajority
Lenders:  at a particular time, the
holders of at least 66-2/3% of the sum of (i) the aggregate unpaid principal
amount of the Term Loans, if any, and (ii) the Revolving Credit Commitments or,
if the Revolving Credit Commitments are terminated, the aggregate unpaid
principal amount of (x) the Revolving Credit Loans, (y) participating interests
in outstanding Bankers Acceptances and (z) participations in Swing Line Loans
and the aggregate amount available to be drawn at such time under all
outstanding Letters of Credit and L/C Obligations.  The Term Loans and the Revolving Credit Commitments of any
Non-Funding Lender shall be disregarded in determining Supermajority Lenders at
any time.  Swing Line
Commitment:  the Swing Line
Lenders obligation to make Swing Line Loans pursuant to subsection 3.4.  Swing Line
Lender:  JPMorgan Chase, in its
capacity as lender of the Swing Line Loans.  Swing Line
Loan Participation Certificate:  a
certificate in substantially the form of Exhibit H.  Swing Line
Loans:  as defined in subsection
3.4(a).  Swing Line
Note:  as defined in subsection
5.13(f).  Term Loan
and Term Loans:  as defined in
subsection 2.1.  Term Loan
Commitment Percentage:  as to any
Lender at any time, the percentage of the aggregate Term Loan Commitments then
constituted by such Lenders Term Loan Commitment (or, after the Term Loans are
made, the percentage of the aggregate outstanding principal amount of all Term
Loans then constituted by the aggregate outstanding principal amount of such
Lenders Term Loans).  Term Loan
Commitments:  collectively, the
Tranche A Term Loan Commitments and the Tranche C Term Loan Commitments;
individually, a Term Loan Commitment.  Term Loan
Lender:  collectively, the Tranche
A Lenders and the Tranche C Lenders.  Term Loan
Note:  a Tranche A Term Note or a
Tranche C Term Note, as the context shall require, collectively, the Term
Notes.  Tranche:  the collective reference to Eurodollar Loans
the then current Interest Periods with respect to all of which begin on the
same date and end on the same later date (whether or not such Loans shall
originally have been made on the same day); Tranches may be identified as
Eurodollar Tranches.  Tranche A
Installment Payment Date:  as
defined in subsection 5.4(c).  Tranche A
Lender:  each Lender that has a
Tranche A Term Loan Commitment or is the holder of a Tranche A Term Loan.  23 
   Tranche A
Maturity Date:  May 31, 2006.  Tranche A
Term Loan:  as defined in
subsection 2.1.  Tranche A
Term Loan Commitment:  as to any
Tranche A Lender, its obligation to make a Tranche A Term Loan to the Borrower
pursuant to subsection 2.1 in an aggregate amount not to exceed the amount set
forth under such Lenders name in Schedule I opposite the caption Tranche A
Term Loan Commitment or in Schedule 1 to the Assignment and Acceptance
pursuant to which a Lender acquires its Tranche A Term Loan Commitment, as the
same may be adjusted pursuant to subsection 12.6(c); collectively, as to all
the Tranche A Lenders, the Tranche A Term Loan Commitments.  The original aggregate principal amount of
the Tranche A Term Loan Commitments was $150,000,000.  Tranche A
Term Loan Commitment Percentage: 
as to any Tranche A Lender at any time, the percentage of the aggregate
Tranche A Term Loan Commitments then constituted by such Lenders Tranche A
Term Loan Commitment (or, after the Tranche A Term Loans are made, the
percentage of the aggregate outstanding principal amount of the Tranche A Term
Loans then constituted by the principal amount of such Tranche A Lenders
Tranche A Term Loan).  Tranche A
Term Note:  as defined in
subsection 5.13(f).  Tranche B
Term Loan:  a Loan made on the
Closing Date pursuant to Section 2.1 of the Original Credit Agreement.  Tranche C
Installment Payment Date:  as
defined in Section 5.4(d).  Tranche C
Lender:  each Lender that has a
Tranche C Term Loan Commitment or is the holder of a Tranche C Term Loan.  Tranche C
Mandatory Prepayment Date:  as
defined in subsection 5.4(e).  Tranche C
Maturity Date:  December 31, 2009.  Tranche C
Prepayment Amount:  as defined in
subsection 5.4(e).  Tranche C
Prepayment Option Notice:  as
defined in subsection 5.4(e).  Tranche C
Term Loan:  as defined in
subsection 2.1.  Tranche C
Term Loan Commitment:  as to any
Tranche C Lender, its obligation to make a Tranche C Term Loan to the Borrower
pursuant to subsection 2.1 in an aggregate amount not to exceed the amount set
forth under such Lenders name in Schedule I opposite the caption Tranche C
Term Loan Commitment or in Schedule 1 to the Assignment and Acceptance
pursuant to which a Lender acquires its Tranche C Term Loan Commitment, as the
same may be adjusted pursuant to subsection 12.6(c); collectively, as to all
the Tranche C Lenders, the Tranche C Term Loan Commitments.  The original aggregate principal amount of
the Tranche C Term Loan Commitments was $330,000,000.  Tranche C
Term Loan Commitment Percentage: 
as to any Tranche C Lender at any time, the percentage of the aggregate
Tranche C Term Loan Commitments then constituted by  24 
   such Lenders Tranche C Term Loan Commitment (or, after the Tranche C
Term Loans are made, the percentage of the aggregate outstanding principal
amount of the Tranche C Term Loans then constituted by the principal amount of
such Tranche C Lenders Tranche C Term Loan).  Tranche C
Term Note:  as defined in
subsection 5.13(f).  Transactions:  the collective reference to the Merger, the
issuance of the Senior Subordinated Notes, the Equity Contribution, the
repayment of certain of the Borrowers existing indebtedness, including,
without limitation, amounts outstanding under the 1995 Credit Agreement, and
the making of the Loans on the Closing Date under the Original Credit
Agreement.  Transferee:  as defined in subsection 12.6(f).  Type:  as to any Loan, its nature as an Alternate
Base Rate Loan or Eurodollar Loan.  Uniform
Customs:  the Uniform Customs and
Practice for Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, and any subsequent revisions thereof.  United
States:  the United States of
America.  United
States Person:  any Person
organized under the laws of the United States or any state thereof or the
District of Columbia.  1.2  Other Definitional Provisions.  (a) 
Unless otherwise specified therein, all terms defined in this Agreement
shall have the defined meanings when used in the Notes, any other Credit
Document or any certificate or other document made or delivered pursuant hereto.  (b)As
used herein and in the Notes, any other Credit Document and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting
terms partly defined in subsection 1.1 to the extent not defined, shall have
the respective meanings given to them under GAAP.  To the extent there are any changes in GAAP from the date of this
Agreement, the financial covenants set forth herein at the option of the
Borrower will either (i) continue to be determined in accordance with GAAP in
effect on the Closing Date, as applicable, or (ii) be adjusted or reset to
reflect such changes in GAAP, such adjustments or resets to be mutually agreed
to by the Borrower and the Administrative Agent.  All references in this Agreement to the 2000 fiscal year of the
Borrower shall mean the fiscal year commencing on January 2, 2000 and ending on
December 30, 2000, and each reference to each subsequent fiscal year of the
Borrower shall refer to the corresponding periods of subsequent calendar years.  (c)The
words hereof, herein and hereunder and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and section, subsection, schedule and
exhibit references are to this Agreement unless otherwise specified.  (d)The
meanings given to terms defined herein shall be equally applicable to the
singular and plural forms of such terms.  25 
   SECTION 2.  TERM LOANS  2.1  Term Loans. 
Subject to the terms and conditions hereof, (i) each Tranche A Lender
severally agrees to make a loan in Dollars (individually, a Tranche A Term
Loan; and collectively, the Tranche A Term Loans) to the Borrower
on the Closing Date, in an aggregate principal amount equal to such Lenders
Tranche A Term Loan Commitment and (ii) each Tranche C Lender severally agrees
to make a loan in Dollars (individually, a Tranche C Term Loan; and
collectively, the Tranche C Term Loans; together with the Tranche A
Term Loans, the Term Loans) to the Borrower on the First Restatement
Effective Date, in an aggregate principal amount equal to such Lenders Tranche
C Term Loan Commitment.  All
Tranche A Term Loans and Tranche C Term Loans outstanding under the
Existing Credit Agreement shall remain outstanding hereunder on the Second
Restatement Effective Date on the terms set forth herein.  2.2  Repayment of Term Loans.  The Borrower shall repay the Term Loans as
provided in subsection 5.4.  2.3  Use of Proceeds. 
The proceeds of the Term Loans, other than Tranche C Term Loans, shall
be used to repay existing indebtedness (including amounts outstanding under the
1995 Credit Agreement), to finance the Transactions and to pay fees, expenses
and financing costs in connection therewith. 
The proceeds of the Tranche C Term Loans shall be used to prepay the
Tranche B Term Loans outstanding on the First Restatement Effective Date.  SECTION 3.  AMOUNT AND TERMS OF
REVOLVING CREDIT COMMITMENTS  3.1  Revolving Credit Commitments.  (a) 
Subject to the terms and conditions hereof, each Lender severally agrees
to the extent of its Revolving Credit Commitment to extend credit to the
Borrower from time to time on any Borrowing Date during the Revolving Credit
Commitment Period (i) by purchasing an L/C Participating Interest in each
Letter of Credit issued by the Issuing Lender and (ii) by making loans in
Dollars (individually, a Revolving Credit Loan, and collectively, together
with any C$ Prime Loans made pursuant to Section 4.1, the Revolving Credit
Loans) to the Borrower from time to time. 
Notwithstanding the above, in no event shall any Revolving Credit Loan
be made, or Letter of Credit be issued, if the aggregate amount of the
Revolving Credit Loans to be made and Letters of Credit to be issued would,
after giving effect to the use of proceeds, if any, thereof, exceed the
aggregate Available Revolving Credit Commitments nor shall any Letter of Credit
be issued if after giving effect thereto the sum of the undrawn amount of all
outstanding Letters of Credit and the amount of all L/C Obligations would
exceed $20,000,000.  All Revolving
Credit Loans outstanding under the Existing Credit Agreement shall remain
outstanding hereunder on the Second Restatement Effective Date on the terms set
forth herein.  (b)During
the Revolving Credit Commitment Period, the Borrower may use the Revolving
Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole
or in part, and reborrowing, all in accordance with the terms and conditions
hereof, and/or by having the Issuing Lender issue Letters of Credit, having
such Letters of Credit expire undrawn upon or if drawn upon, reimbursing the
Issuing Lender for such drawing, and having the Issuing Lender issue new
Letters of Credit.  (c)Each
borrowing of Revolving Credit Loans (other than C$ Prime Loans) pursuant to the
Revolving Credit Commitments shall be in an aggregate principal amount of the
lesser of (i) $500,000 or a whole multiple of $100,000 in excess thereof in the
case of Alternate Base Rate Loans, and $1,000,000 or a whole multiple of
$500,000 in excess thereof, in the case of Eurodollar Loans, and (ii) the
Available Revolving Credit Commitments, except that any borrowing of Revolving
Credit Loans to be  26 
   used solely to
pay a like amount of Swing Line Loans may be in the aggregate principal amount
of such Swing Line Loans.  3.2  Commitment Fee. 
The Borrower agrees to pay to the Administrative Agent for the account
of each Lender (other than any Non-Funding Lender) a commitment fee from and
including the Closing Date to and including the Revolving Credit Termination
Date computed at the Commitment Fee Rate on the average daily amount of the
Available Revolving Credit Commitment of such Lender during the period for
which payment is made (whether or not the Borrower shall have satisfied the
applicable conditions to borrow or for the issuance of a Letter of Credit set
forth in Section 7).  Such commitment
fee shall be payable quarterly in arrears on the last day of each March, June,
September and December and on the Revolving Credit Termination Date, commencing
on the first such date to occur following the Closing Date (or, if earlier, the
Revolving Credit Termination Date).  3.3  Proceeds of Revolving Credit Loans.  The Borrower shall use the proceeds of
Revolving Credit Loans (other than C$ Prime Loans) (a) to finance up to
$5,000,000 of the consideration paid in connection with the Merger (in addition
to seasonal working capital usage of up to $40,000,000), (b) to repay existing
indebtedness and (c) for general corporate purposes.  3.4  Swing Line Commitment.  (a) 
Subject to the terms and conditions hereof, the Swing Line Lender
agrees, so long as the Administrative Agent has not received notice that an
Event of Default has occurred and is continuing, to make swing line loans
(individually, a Swing Line Loan; collectively, the Swing Line Loans)
to the Borrower from time to time during the Revolving Credit Commitment Period
in an aggregate principal amount at any one time outstanding not to exceed
$10,000,000; provided that no Swing Line Loan may be made if the
aggregate principal amount of the Swing Line Loans to be made would exceed the
aggregate Available Revolving Credit Commitments at such time.  Amounts borrowed by the Borrower under this
subsection 3.4 may be repaid and, through but excluding the Revolving Credit
Termination Date, reborrowed.  All Swing
Line Loans shall be made as Alternate Base Rate Loans and shall not be entitled
to be converted into Eurodollar Loans. 
The Borrower shall give the Swing Line Lender irrevocable notice (which
notice must be received by the Swing Line Lender prior to 3:00 P.M., New
York City time) on the requested Borrowing Date specifying the amount of each
requested Swing Line Loan, which shall be in an aggregate minimum amount of
$250,000 or a whole multiple of $100,000 in excess thereof.  The proceeds of each Swing Line Loan will be
made available by the Swing Line Lender to the Borrower by crediting the
account of the Borrower at the office of the Swing Line Lender with such
proceeds.  The proceeds of Swing Line Loans
may be used solely for the purposes referred to in subsection 3.3.  (b)The
Swing Line Lender at any time in its sole and absolute discretion may, and on
the fifteenth day (or if such day is not a Business Day, the next Business Day)
and last Business Day of each month shall, on behalf of the Borrower (which
hereby irrevocably directs the Swing Line Lender to act on its behalf) request
each Revolving Credit Lender, including the Swing Line Lender, to make a
Revolving Credit Loan in an amount equal to such Lenders Revolving Credit
Commitment Percentage of the amount of the Swing Line Loans (the Refunded
Swing Line Loans) outstanding on the date such notice is given.  Unless any of the events described in
paragraph (f) of Section 10 shall have occurred (in which event the procedures
of paragraph (c) of this subsection 3.4 shall apply) each such Lender shall
make the proceeds of its Revolving Credit Loan available to the Swing Line
Lender for the account of the Swing Line Lender at the office of the Swing Line
Lender specified in subsection 12.2 (or such other location as the Swing Line
Lender may direct) prior to 12:00 noon (New York City time) in funds
immediately available on the Business Day next succeeding the date such notice
is given.  The proceeds of such
Revolving Credit Loans shall be immediately applied to repay the Refunded Swing
Line Loans.  27 
   (c)If
prior to the making of a Revolving Credit Loan pursuant to paragraph (b) of
this subsection 3.4 one of the events described in paragraph (f) of Section 10
shall have occurred, each Revolving Credit Lender will, on the date such Loan
was to have been made, purchase an undivided participating interest in the
Refunded Swing Line Loan in an amount equal to its Revolving Credit Commitment
Percentage of such Refunded Swing Line Loan. 
Each such Lender will immediately transfer to the Swing Line Lender in
immediately available funds, the amount of its participation and upon receipt
thereof the Swing Line Lender will deliver to such Lender a Swing Line Loan
Participation Certificate dated the date of receipt of such funds and in such
amount.  (d)Whenever,
at any time after the Swing Line Lender has received from any Revolving Credit
Lender such Lenders participating interest in a Refunded Swing Line Loan, the
Swing Line Lender receives any payment on account thereof, the Swing Line
Lender will distribute to such Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lenders participating interest was
outstanding and funded) in like funds as received; provided that in the
event that such payment received by the Swing Line Lender is required to be
returned, such Lender will return to the Swing Line Lender any portion thereof
previously distributed by the Swing Line Lender to it in like funds as such
payment is required to be returned by the Swing Line Lender.  (e)The
obligation of each Revolving Credit Lender to purchase participating interests
pursuant to subsection 3.4(c) shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (i) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the Swing Line Lender, the Borrower or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of an Event of Default;
(iii) any adverse change in the condition (financial or otherwise) of the
Borrower; (iv) any breach of this Agreement by the Borrower or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.  3.5  Issuance of Letters of Credit.  (a) 
The Borrower may from time to time request the Issuing Lender to issue a
Standby L/C or a Commercial L/C by delivering to the Administrative Agent at
its address specified in subsection 12.2 (or such other location as the Issuing
Lender may direct) a letter of credit application in the Issuing Lenders then
customary form (the L/C Application) completed to the satisfaction of
the Issuing Lender, together with the proposed form of such Letter of Credit
(which shall comply with the applicable requirements of paragraph (b) below)
and such other certificates, documents and other papers and information as the
Issuing Lender may reasonably request; provided that if the Issuing
Lender informs the Borrower that it is for any reason unable to open such
Letter of Credit, the Borrower may request any Lender to open such Letter of
Credit upon the same terms offered to the Issuing Lender and each reference to
the Issuing Lender for purposes of subsections 3.5 through 3.14, 7.1 and 7.2
shall be deemed to be a reference to such Issuing Lender.  In the event of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of any
L/C Application or other document submitted by the Borrower to, or entered into
by the Borrower with, the Issuing Lender relating to any Letter of Credit, the
terms and conditions of this Agreement shall control.  All Letters of Credit outstanding under the Existing Credit
Agreement shall remain outstanding hereunder on the Second Restatement
Effective Date on the terms set forth herein.  (b)Each
Standby L/C and Commercial L/C issued hereunder shall be issued for the account
of the Borrower and shall, among other things, (i) be denominated in Dollars
and be in such form requested by the Borrower as shall be acceptable to the
Issuing Lender in its sole discretion and (ii) have an expiry date occurring
not later than 365 days after the date of issuance of such Letter of Credit
and, in the case of Standby L/Cs, may be automatically renewed on its expiry
date for an additional period equal to the initial term, but in no case shall
any Letter of Credit have an expiry date occurring later than the  28 
   Revolving
Credit Termination Date.  Each L/C
Application and each Letter of Credit shall be subject to the International
Standby Practices (ISP 98) of the International Chamber of Commerce (in the
case of Standby L/Cs) or the Uniform Customs (in the case of Commercial L/Cs)
and, to the extent not inconsistent therewith, the laws of the State of New
York.  3.6  Participating Interests.  Effective in the case of each Standby L/C
and Commercial L/C (if applicable) as of the date of the opening thereof, the
Issuing Lender agrees to allot and does allot, to itself and each other
Revolving Credit Lender, and each such Lender severally and irrevocably agrees to
take and does take in such Letter of Credit and the related L/C Application (if
applicable), an L/C Participating Interest in a percentage equal to such
Lenders Revolving Credit Commitment Percentage.  3.7  Procedure for Opening Letters of
Credit.  The Issuing Lender will
notify each Lender after the end of each calendar month of any L/C Applications
received by the Issuing Lender from the Borrower during such month.  Upon receipt of any L/C Application from the
Borrower, the Issuing Lender will process such L/C Application, and the other
certificates, documents and other papers delivered to the Issuing Lender in
connection therewith, in accordance with its customary procedures and, subject
to the terms and conditions hereof, shall promptly open such Letter of Credit
by issuing the original of such Letter of Credit to the beneficiary thereof and
by furnishing a copy thereof to the Borrower and, after the end of the calendar
month in which such Letter of Credit was opened, to the other Lenders; provided
that no such Letter of Credit shall be issued if subsection 3.1 would be
violated thereby.  3.8  Payments in Respect of Letters of
Credit.  (a)  The
Borrower agrees forthwith upon demand by the Issuing Lender and otherwise in
accordance with the terms of the L/C Application relating thereto, (i) to
reimburse the Issuing Lender for any payment made by the Issuing Lender under
any Letter of Credit issued for the account of the Borrower and (ii) to pay
interest on any unreimbursed portion of any such payment from the date of such
payment until reimbursement in full thereof at a rate per annum equal to (A) on
or prior to the date which is one Business Day after the day on which the
Issuing Lender demands reimbursement from the Borrower for such payment, the
Alternate Base Rate plus the Applicable Margin for the Revolving Credit
Loans and (B) thereafter, the Alternate Base Rate plus the
Applicable Margin for the Revolving Credit Loans plus 2%.  (b)In
the event that the Issuing Lender makes a payment under any Letter of Credit
and is not reimbursed in full therefor forthwith upon demand of the Issuing
Lender, and otherwise in accordance with the terms of the L/C Application
relating to such Letter of Credit, the Issuing Lender will promptly notify each
other Revolving Credit Lender. 
Forthwith upon its receipt of any such notice, each such other Lender
will transfer to the Issuing Lender, in immediately available funds, an amount
equal to such other Lenders pro  rata share (based on its
Revolving Credit Commitment) of the L/C Obligation arising from such
unreimbursed payment.  Promptly, upon
its receipt from such other Lender of such amount, the Issuing Lender will
complete, execute and deliver to such other Lender an L/C Participation
Certificate dated the date of such receipt and in such amount.  (c)Whenever,
at any time after the Issuing Lender has made a payment under any Letter of
Credit and has received from any other Revolving Credit Lender such other
Lenders pro  rata share of the L/C Obligation arising therefrom,
the Issuing Lender receives any reimbursement on account of such L/C Obligation
or any payment of interest on account thereof, the Issuing Lender will
promptly  distribute to such other
Lender its pro  rata share thereof in like funds as received; provided
that in the event that the receipt by the Issuing Lender of such reimbursement
or such payment of interest (as the case may be) is required to be returned,
such other Lender will return to the Issuing Lender any portion thereof
previously distributed by the Issuing Lender to it in like funds as such
reimbursement or payment is required to be returned by the Issuing Lender.  29 
   3.9  Letter of Credit Fees.  (a) 
In lieu of any letter of credit commissions and fees provided for in any
L/C Application relating to Standby or Commercial L/Cs (other than standard
issuance, amendment and negotiation fees), the Borrower agrees to pay the
Administrative Agent, for the account of the Issuing Lender and the Participating
Lenders, with respect to each Standby or Commercial L/C issued for the account
of the Borrower, a Standby or Commercial L/C fee, as the case may be, equal to
the Applicable Margin for Revolving Credit Loans which are Eurodollar Loans per
annum (of which the Issuing Lender shall retain for its own account, as the
issuing bank and not on account of its L/C Participating Interest therein,
0.25% per annum) on the daily average amount available to be drawn under each
Standby L/C in the case of a Standby L/C and on the maximum face amount of each
Commercial L/C in the case of a Commercial L/C, in either case, payable, in
arrears, on the last day of each fiscal quarter of the Borrower.  The Administrative Agent will disburse any
Standby or Commercial L/C fees received pursuant to this subsection 3.9(a) to
the respective Lenders promptly following the receipt of any such fees.  Notwithstanding the foregoing, the Borrower
agrees to pay standard issuance, amendment and negotiation fees to the Issuing
Lender.  (b)For
purposes of any payment of fees required pursuant to this subsection 3.9, the
Administrative Agent agrees to provide to the Borrower a statement of any such
fees to be so paid; provided that the failure by the Administrative
Agent to provide the Borrower with any such invoice shall not relieve the
Borrower of its obligation to pay such fees.  3.10  Letter of Credit Reserves.  (a) 
If any Change in Law shall either (i) impose, modify, deem or make
applicable any reserve, special deposit, assessment or similar requirement
against letters of credit issued by the Issuing Lender or (ii) impose on the
Issuing Lender any other condition regarding this Agreement (with respect to
Letters of Credit) or any Letter of Credit, and the result of any event
referred to in clause (i) or (ii) above shall be to increase the cost of the
Issuing Lender of issuing or maintaining any Letter of Credit (which increase
in cost shall be the result of the Issuing Lenders reasonable allocation of
the aggregate of such cost increases resulting from such events), then, upon
demand by the Issuing Lender, the Borrower shall immediately pay to the Issuing
Lender, from time to time as specified by the Issuing Lender, additional
amounts which shall be sufficient to compensate the Issuing Lender for such
increased cost, together with interest on each such amount from the date
demanded until payment in full thereof at a rate per annum equal to the rate
applicable to Alternate Base Rate Loans pursuant to subsection 5.5(b).  The Borrower shall not be required to make
any payments to the Issuing Lender for any additional amounts pursuant to this
subsection 3.10(a) unless the Issuing Lender has given written notice to the
Borrower of its intent to request such payments prior to or within 60 days after
the date on which the Issuing Lender became entitled to claim such
amounts.  A certificate, setting forth
in reasonable detail the calculation of the amounts involved, submitted by the
Issuing Lender to the Borrower concurrently with any such demand by the Issuing
Lender, shall be conclusive, absent manifest error, as to the amount thereof.  (b)In
the event that any Change in Law with respect to the Issuing Lender shall, in
the opinion of the Issuing Lender, require that any obligation under any Letter
of Credit be treated as an asset or otherwise be included for purposes of
calculating the appropriate amount of capital to be maintained by the Issuing
Lender or any corporation controlling the Issuing Lender, and such Change in
Law shall have the effect of reducing the rate of return on the Issuing
Lenders or such corporations capital, as the case may be, as a consequence of
the Issuing Lenders obligations under such Letter of Credit to a level below
that which the Issuing Lender or such corporation, as the case may be, could
have achieved but for such Change in Law (taking into account the Issuing
Lenders or such corporations policies, as the case may be, with respect to
capital adequacy) by an amount deemed by the Issuing Lender to be material,
then from time to time following notice by the Issuing Lender to the Borrower
of such Change in Law, within 15 days after demand by the Issuing Lender, the
Borrower shall pay to the Issuing Lender such additional amount or amounts as
will compensate the Issuing Lender or such corporation, as the case may be, for  30 
   such
reduction.  The Issuing Lender agrees
that, upon the occurrence of any event giving rise to the operation of
paragraph (a) or (b) of this subsection 3.10 with respect to the Issuing
Lender, it will, if requested by the Borrower and to the extent permitted by
law or by the relevant Governmental Authority, endeavor in good faith to avoid
or minimize the increase in costs or reduction in payments resulting from such
event; provided that such avoidance or minimization can be made in such
a manner that the Issuing Lender, in its sole determination, suffers no
economic, legal or regulatory disadvantage. 
The Borrower shall not be required to make any payments to the Issuing
Lender for any additional amounts pursuant to this subsection 3.10(b) unless
the Issuing Lender has given written notice to the Borrower of its intent to
request such payments prior to or within 60 days after the date on which the
Issuing Lender became entitled to claim such amounts.  A certificate, in reasonable detail setting forth the calculation
of the amounts involved, submitted by the Issuing Lender to the Borrower
concurrently with any such demand by the Issuing Lender, shall be conclusive,
absent manifest error, as to the amount thereof.  (c)The
Borrower and each Participating Lender agree that the provisions of the
foregoing paragraphs (a) and (b) shall apply equally to each Participating
Lender in respect of its L/C Participating Interest in such Letter of Credit,
as if the references in such paragraphs and provisions referred to, where
applicable, such Participating Lender or, in the case of paragraph (b), any
corporation controlling such Participating Lender.  3.11  Further Assurances.  The Borrower hereby agrees, from time to time, to do and perform
any and all acts and to execute any and all further instruments reasonably
requested by the Issuing Lender more fully to effect the purposes of this
Agreement and the issuance of Letters of Credit hereunder.  3.12  Obligations Absolute.  The payment obligations of the Borrower
under this Agreement with respect to the Letters of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:  (i)the
existence of any claim, set-off, defense or other right which the Borrower or
any of its Subsidiaries may have at any time against any beneficiary, or any
transferee, of any Letter of Credit (or any Persons for whom any such
beneficiary or any such transferee may be acting), the Issuing Lender, the
Administrative Agent or any Lender, or any other Person, whether in connection
with this Agreement, any Credit Document, the transactions contemplated herein,
or any unrelated transaction;  (ii)any
statement or any other document presented under any Letter of Credit proving to
be forged, fraudulent or invalid or any statement therein being untrue or
inaccurate in any respect;  (iii)payment
by the Issuing Lender under any Letter of Credit against presentation of a
draft or certificate or other document which does not comply with the terms of
such Letter of Credit or is insufficient in any respect, except where such
payment constitutes gross negligence or willful misconduct on the part of the
Issuing Lender; or  (iv)any
other circumstances or happening whatsoever, whether or not similar to any of
the foregoing, except for any such circumstances or happening constituting
gross negligence or willful misconduct on the part of the Issuing Lender.  3.13  Assignments. 
No Participating Lenders participation in any Letter of Credit or any
of its rights or duties hereunder shall be subdivided, assigned or transferred
(other than in connection with  31 
   a transfer of part or all of such Participating
Lenders Revolving Credit Commitment in accordance with subsection 12.6(c))
without the prior written consent of the Issuing Lender, which consent will not
be unreasonably withheld.  Such consent
may be given or withheld without the consent or agreement of any other
Participating Lender.  Notwithstanding
the foregoing, a Participating Lender may subparticipate its L/C Participating
Interest without obtaining the prior written consent of the Issuing Lender.  3.14  Participations. 
The obligation of each Revolving Credit Lender to purchase participating
interests pursuant to subsection 3.6 shall be absolute and unconditional and
shall not be affected by any circumstance, including, without limitation, (i)
any set-off, counterclaim, recoupment, defense or other right which such Lender
may have against the Issuing Lender, the Borrower or any other Person for any
reason whatsoever; (ii) the occurrence or continuance of an Event of Default;
(iii) any adverse change in the condition (financial or otherwise) of the
Borrower; (iv) any breach of this Agreement by the Borrower or any other
Lender; or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing.  SECTION 4.  AMOUNT AND TERMS OF LOCAL
LOAN SUB-FACILITY  4.1  The Local Loan Commitment.  Subject to the terms and conditions hereof,
the Canadian Fronting Lender agrees to make revolving credit loans (which shall
be C$ Prime Loans) to, and, at the option of the Canadian Borrower, to accept
and purchase Bankers Acceptances from, the Canadian Borrower from time to time
during the Revolving Credit Commitment Period in an aggregate principal amount
at any one time outstanding not to exceed the lesser of (i) the equivalent in
Canadian Dollars of $20,000,000 and (ii) the equivalent in Canadian Dollars of
the aggregate Available Revolving Credit Commitments, such equivalent in each
case to be determined by reference to the Canadian Exchange Rate.  During the Revolving Credit Commitment
Period, the Canadian Borrower may use the commitment for C$ Prime Loans and
Bankers Acceptances provided for in this Section by borrowing, prepaying
(other than Bankers Acceptances) or repaying the C$ Prime Loans or Bankers
Acceptances, in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof.  4.2  Procedure for C$ Prime Loan Borrowing.  The Canadian Borrower may borrow C$ Prime
Loans during the Revolving Credit Commitment Period on any Business Day
(Canada), provided that the Canadian Borrower shall give the Canadian Fronting
Lender irrevocable written or telephonic notice (in the case of telephonic
notice, to be promptly confirmed in writing, and in either case, with a copy to
the Administrative Agent) (which notice must be received by the Canadian
Fronting Lender prior to 12:00 noon, Winnipeg time, one Business Day (Canada)
prior to the requested Borrowing Date (Canada)), specifying (a) the amount to
be borrowed and (b) the requested Borrowing Date (Canada).  Each borrowing of C$ Prime Loans shall be in
an amount equal to C$500,000 or a whole multiple of C$100,000 in excess
thereof.  The Canadian Fronting Lender
will make the amount of each such borrowing available for the account of the
Canadian Borrower at the Canadian Lending Office prior to 11:00 A.M., Winnipeg
time, on the Borrowing Date (Canada) requested by the Canadian Borrower in
funds immediately available by crediting the account of the Canadian Borrower
on the books of the Canadian Lending Office with the aggregate amount of such
borrowing.  4.3  Bankers Acceptances.  (a)The
Canadian Borrower may issue Bankers Acceptances denominated in C$ for, at the
Canadian Borrowers option, acceptance and purchase by the Canadian Fronting
Lender, each in accordance with the provisions of this subsection 4.3.  (b)Procedures.  32 
   (1)Notice.  The Canadian Borrower shall notify the
Canadian Fronting Lender by irrevocable written or telephonic notice (in the
case of telephonic notice, to be promptly confirmed in writing, and in either
case, with a copy to the Administrative Agent) by 12:00 noon, Winnipeg time,
two Business Days (Canada) prior to the date of the relevant borrowing in
respect of any borrowing by way of Bankers Acceptances.  (2)Minimum
Borrowing Amount.  Each borrowing by
way of Bankers Acceptances shall be in a minimum aggregate face amount of
C$1,000,000 or a whole multiple of C$100,000 in excess thereof.  (3)Face
Amounts.  The face amount of each
Bankers Acceptance shall be C$100,000 or any whole multiple thereof.  (4)Term.  Bankers Acceptances shall be issued and
shall mature on a Business Day (Canada). 
Each Bankers Acceptance shall have a term of 30, 60, 90 or 180 days (or
such shorter or longer term as shall be agreed to by the Canadian Fronting
Lender), shall mature on or before the Revolving Credit Termination Date and
shall be in form and substance reasonably satisfactory to the Canadian Fronting
Lender.  (5)Bankers
Acceptances in Blank.  To facilitate
the acceptance of Bankers Acceptances under this Agreement, the Canadian
Borrower shall, from time to time as required, provide to the Canadian Fronting
Lender Drafts duly executed and endorsed in blank by the Canadian Borrower in
quantities sufficient for the Canadian Fronting Lender to fulfill its
obligations hereunder.  In addition, the
Canadian Borrower hereby appoints the Canadian Fronting Lender as its attorney
with respect to Bankers Acceptances for which the Canadian Borrower has
provided a Bankers Acceptance notice:  (i)to complete and
sign on behalf of the Canadian Borrower, either manually or by facsimile or
mechanical signature, the Drafts to create the Bankers Acceptances (with, in
the Canadian Fronting Lenders discretion, the inscription This is a
depository bill subject to the Depository Bills and Notes Act (Canada));  (ii)after the acceptance
thereof by the Canadian Fronting Lender, to endorse on behalf of the Canadian
Borrower, either manually or by facsimile or mechanical signature, such
Bankers Acceptance in favor of the applicable purchaser or endorsee thereof
including, in the Canadian Fronting Lenders discretion, the Canadian Fronting
Lender or a clearing house (as defined by the Depository Bills and Notes Act
(Canada));  (iii)to deliver such Bankers
Acceptances to such purchaser or to deposit such Bankers Acceptances with such
clearing house; and  (iv)to comply with the procedures
and requirements established from time to time by the Canadian Fronting Lender
or such clearing house in respect of the delivery, transfer and collection of
bankers acceptances and depository bills.  The Canadian
Borrower recognizes and agrees that all Bankers Acceptances signed, endorsed,
delivered or deposited on its behalf by the Canadian Fronting Lender shall bind
the Canadian Borrower as fully and effectually as if signed in the handwriting
of and duly issued, delivered or deposited by the proper signing officer of the
Canadian Borrower.  The Canadian
Fronting Lender is hereby authorized to accept such Drafts or issue such
Bankers Acceptances endorsed in blank in such face amounts as may be determined
by  33 
   the Canadian
Fronting Lender in accordance with the terms of this Agreement, provided
that the aggregate amount thereof is less than or equal to the aggregate amount
of Bankers Acceptances required to be accepted by the Canadian Fronting
Lender.  The Canadian Fronting Lender
shall not be responsible or liable for its failure to accept a Bankers
Acceptance if the cause of such failure is, in whole or in part, due to the
failure of the Canadian Borrower to provide duly executed and endorsed Drafts
to the Canadian Fronting Lender on a timely basis, nor shall the Canadian
Fronting Lender be liable for any damage, loss or other claim arising by reason
of any loss or improper use of any such instrument except loss or improper use
arising by reason of the gross negligence or willful misconduct of the Canadian
Fronting Lender, its officers, employees, agents or representatives.  The Canadian Fronting Lender shall exercise
such care in the custody and safekeeping of Drafts as it would exercise in the
custody and safekeeping of similar property owned by it.  The Canadian Fronting Lender will, upon the
request of the Canadian Borrower, promptly advise the Canadian Borrower of the
number and designation, if any, of Drafts then held by it for the Canadian
Borrower.  The Canadian Fronting Lender
shall maintain a record with respect to Drafts and Bankers Acceptances (i)
received by it from the Canadian Borrower in blank hereunder, (ii) voided by it
for any reason, (iii) accepted by it hereunder, (iv) purchased by it hereunder
and (v) canceled at their respective maturities.  The Canadian Fronting Lender further agrees to retain such
records in the manner and for the statutory periods provided in the various
Canadian provincial or federal statutes and regulations which apply to the
Canadian Fronting Lender.  (6)Execution
of Bankers Acceptances.  Drafts of
the Canadian Borrower to be accepted as Bankers Acceptances hereunder shall be
duly executed on behalf of the Canadian Borrower.  Notwithstanding that any person whose signature appears on any
Bankers Acceptance as a signatory for the Canadian Borrower may no longer be
an authorized signatory for the Canadian Borrower at the date of issuance of a
Bankers Acceptance, such signature shall nevertheless be valid and sufficient
for all purposes as if such authority had remained in force at the time of such
issuance, and any such Bankers Acceptance so signed shall be binding on the
Canadian Borrower.  (7)Acceptance
of Bankers Acceptances.  Each Draft
to be accepted by the Canadian Fronting Lender shall be accepted at the
Canadian Lending Office.  (8)Purchase
of Bankers Acceptances.  The
Canadian Fronting Lender shall be required to purchase (subject to the
commercial availability of a resale market in the case of Bankers Acceptances
with a term of approximately 30, 60, 90 or 180 days, as the case may be) from
the Canadian Borrower on the Borrowing Date (Canada), at the Applicable BA
Discount Rate, the Bankers Acceptances accepted by it on such date and to
provide the BA Discount Proceeds thereof not later than 12:00 Noon, Winnipeg
time, on such Borrowing Date (Canada) for the account of the Canadian
Borrower.  The Acceptance Fee payable by
the Canadian Borrower to the Canadian Fronting Lender under subsection 4.3(e)
in respect of each Bankers Acceptance accepted and purchased by the Canadian
Fronting Lender from the Canadian Borrower shall be set off against the BA
Discount Proceeds payable by the Canadian Fronting Lender under this subsection
4.3(b)(8).  Not later than 2:00 P.M.,
Winnipeg time, on such Borrowing Date (Canada), the Canadian Fronting Lender
shall make such BA Discount Proceeds available to the Canadian Borrower in
funds immediately available by crediting the account of the Canadian Borrower on
the books of the Canadian Lending Office.  34 
   (9)Sale
of Bankers Acceptances.  The
Canadian Fronting Lender may at any time and from time to time hold, sell,
rediscount or otherwise dispose of any or all Bankers Acceptances accepted and
purchased by it.  (10)Waiver
of Presentment and Other Conditions. 
To the extent permitted by applicable law, the Canadian Borrower waives
presentment for payment and any other defense to payment of any amounts due to the
Canadian Fronting Lender in respect of a Bankers Acceptance accepted by it
pursuant to this Agreement which might exist solely by reason of such Bankers
Acceptance being held, at the maturity thereof, by the Canadian Fronting Lender
in its own right, and the Canadian Borrower agrees not to claim any days of
grace if such Canadian Fronting Lender as holder sues the Canadian Borrower on
the Bankers Acceptances for payment of the amount payable by the Canadian
Borrower thereunder.  (c)The
Canadian Borrower hereby unconditionally promises to reimburse the Canadian
Fronting Lender for, and there shall become due and payable at 10:00 A.M.,
Winnipeg time, on the maturity date for each Bankers Acceptance, an amount in
Canadian Dollars in same day funds equal to the face amount of such Bankers
Acceptance.  The Canadian Borrower shall
make each such reimbursement payment (i) by causing any proceeds of a Refunding
Bankers Acceptance (as defined in subsection 4.3(d) below) issued in
accordance with subsection 4.3(d) or conversion of such Bankers Acceptance in
accordance with subsection 4.4 to be applied in reduction of such reimbursement
payment; and (ii) by depositing the amount of such reimbursement payment (or
any portion thereof remaining unpaid after application of any proceeds referred
to in clause (i)) with the Canadian Lending Office.  The Canadian Borrowers payment in accordance with this
subsection shall satisfy its obligations under any Bankers Acceptance to which
it relates, and the Canadian Fronting Lender shall thereafter be solely
responsible for the payment of such Bankers Acceptance.  (d)The
Canadian Borrower shall give irrevocable written or telephonic notice (in the
case of telephonic notice, to be promptly confirmed in writing) (or such other
method of notification as may be agreed upon between the Canadian Fronting
Lender and the Canadian Borrower) to the Canadian Fronting Lender (with a copy
to the Administrative Agent) at or before 12:00 noon, Winnipeg time, two
Business Days (Canada) prior to the maturity date of each Bankers Acceptance
of the Canadian Borrowers intention to issue a Bankers Acceptance on such
maturity date (a Refunding Bankers Acceptance) to provide for the
payment of such maturing Bankers Acceptance (it being understood that payments
by the Canadian Borrower and fundings by the Canadian Fronting Lender in
respect of each maturing Bankers Acceptance and the related Refunding Bankers
Acceptance shall be made on a net basis reflecting the difference between the face
amount of such maturing Bankers Acceptance and the BA Discount Proceeds (net
of the applicable Acceptance Fee) of such Refunding Bankers Acceptance).  If the Canadian Borrower fails to give such
notice or does not have sufficient funds on deposit in the amount of
reimbursement payment in accordance with subsection 4.3(c)(ii), the Canadian
Borrower shall be deemed to have requested that such maturing Bankers
Acceptances be repaid with the proceeds of C$ Prime Loans (without any
requirement to give notice with respect thereto), commencing on the maturity
date of such maturing Bankers Acceptances.  (e)(i)  An Acceptance Fee shall be payable by the
Canadian Borrower to the Canadian Fronting Lender in advance (in the manner
specified in subsection 4.3(b)(8) hereof) upon the issuance of a Bankers
Acceptance to be accepted by the Canadian Fronting Lender calculated at the
rate per annum equal to the Applicable Margin for Revolving Credit Loans that
are Eurodollar Loans, such Acceptance Fee to be calculated on the face amount
of such Bankers Acceptance and to be computed on the basis of the number of
days in the term of such Bankers Acceptance and a year of 365 days.  35 
   (ii)  As
promptly as is practicable following each date upon which the Canadian Fronting
Lender receives the Acceptance Fee on account of any Bankers Acceptance, the
Canadian Fronting Lender shall convert into Dollars (at the Canadian Exchange
Rate) the amount equal to (x) (1) the amount of such Acceptance Fee  minus
(2) 1/4 of 1% per annum on the
aggregate face amount of the Bankers Acceptance on account of which such
Acceptance Fee was paid (which unconverted amount shall be retained by the
Canadian Fronting Lender for its own account) minus
(y) the Canadian Portion of such Acceptance Fee.  In consideration of the agreement of the Revolving Credit Lenders
to purchase participating interests in the Bankers Acceptances, the Canadian
Fronting Lender hereby agrees to pay (A) to the Administrative Agent, for the
ratable accounts of the Revolving Credit Lenders that are not Canadian
Participants, a risk participation fee in the amount equal to the proceeds
received by Canadian Fronting Lender from such conversion (other than any such
proceeds payable for the account of a Non-Funding Lender, which proceeds shall
be retained by the Canadian Fronting Lender for its own account) and (B) to
each Canadian Participant, at the location or address designated by such
Canadian Participant, a risk participation fee in the amount equal to such
Canadian Participants ratable share of the Canadian Portion of such Acceptance
Fee (other than the ratable share of any Canadian Participant that is a
Non-Funding Lender, which shall be retained by the Canadian Fronting Lender for
its own account); provided, however, that, in the event that the
Revolving Credit Lenders have funded the purchase of participating interests in
the Bankers Acceptances on account of which such Acceptance Fee was paid
pursuant to subsection 4.6(a), the Canadian Fronting Lender shall instead (A)
convert into Dollars (at the Canadian Exchange Rate) and pay to the
Administrative Agent, for the ratable accounts of the Revolving Credit Lenders
(that are not Canadian Participants) which have so funded such purchase, the
amount equal to the sum of each such Revolving Credit Lenders Revolving Credit
Commitment Percentage of such Acceptance Fee and (B) pay to each Canadian
Participant which has so funded such purchase the amount equal to such Canadian
Participants Revolving Credit Commitment Percentage of such Acceptance
Fee.  Amounts payable to each Canadian
Participant under this subsection shall be payable in Canadian Dollars on the
date upon which the Canadian Fronting Lender receives such Acceptance Fee.  Amounts payable to the Administrative Agent
under this subsection shall be payable in Dollars on the date upon which the
Canadian Fronting Lender receives the proceeds of such conversion.  For purposes of this subsection 4.3(e), the
Acceptance Fee shall be deemed to have been received by the Canadian Fronting
Lender on account of any Bankers Acceptance on the last day of the calendar
month in which such Bankers Acceptance matures.  4.4  Conversion Option.  Subject to the provisions of this Agreement, the Canadian
Borrower may, prior to the Revolving Commitment Termination Date, effective on
any Business Day (Canada), convert, in whole or in part, C$ Prime Loans into
Bankers Acceptances or vice versa upon giving to the Canadian Fronting Lender
prior irrevocable written or telephonic notice (in the case of telephonic
notice, to be promptly confirmed in writing, and in each case with a copy to
the Administrative Agent) within the notice period and in the form which would
be required to be given to the Canadian Fronting Lender in respect of the
category of C$ Loan into which the outstanding C$ Loan is to be converted in
accordance with the provisions of subsection 4.2 or 4.3, as applicable, provided
that:  (a)no C$ Prime Loan may
be converted into a Bankers Acceptance when any Event of Default has occurred
and is continuing;  (b)each conversion to
Bankers Acceptances shall be for an aggregate amount of C$1,000,000 (and whole
multiples of C$100,000 in excess thereof), and each conversion to C$ Prime Loans
shall be in a minimum aggregate amount of C$500,000; and  (c)Bankers Acceptances
may be converted only on the maturity date of such Bankers Acceptances and, provided
that, if less than all Bankers Acceptances  36 
   are converted, then after such conversion not less than C$1,000,000
(and whole multiples of C$100,000 in excess thereof) shall remain as Bankers
Acceptances.  4.5  Circumstances Making Bankers
Acceptances Unavailable.  (a)If
the Canadian Fronting Lender determines in good faith, which determination
shall be final, conclusive and binding upon the Canadian Borrower, and notifies
the Canadian Borrower that, by reason of circumstances affecting the money
market, there is no market for Bankers Acceptances, then:  (i)the
right of the Canadian Borrower to request a borrowing by way of Bankers
Acceptance shall be suspended until the Canadian Fronting Lender determines
that the circumstances causing such suspension no longer exist and the Canadian
Fronting Lender so notifies the Canadian Borrower; and  (ii)any
notice relating to a borrowing by way of Bankers Acceptance which is
outstanding at such time shall be deemed to be a notice requesting a borrowing
by way of C$ Prime Loans (all as if it were a notice given pursuant to
subsection 4.2).  (b)The
Canadian Fronting Lender shall promptly notify the Canadian Borrower (with a
copy to the Administrative Agent) of the suspension of the Canadian Borrowers
right to request a borrowing by way of Bankers Acceptance and of the
termination of such suspension.  4.6  Currency Conversion and Contingent
Funding Agreement. 
(a)  Each Revolving Credit Lender hereby unconditionally and
irrevocably agrees to purchase (in Dollars) an undivided participating interest
in its ratable share of such C$ Prime Loans and Bankers Acceptances made by
the Canadian Fronting Lender as the Administrative Agent may at any time
request; provided that:  (1)the
Administrative Agent hereby agrees that it will not request any such purchase
of participating interests unless an Event of Default has occurred and is
continuing and the Administrative Agent has given to the Borrower and the
Canadian Borrower three Business Days prior notice thereof;  (2)the
Administrative Agent hereby agrees that it promptly will request that the
Revolving Credit Lenders purchase such participating interest in all C$ Prime
Loans and Bankers Acceptances upon receiving from the Canadian Fronting Lender
a written certification that an Event of Default described in Section 10(a) is
continuing with respect to the C$ Prime Loans or Bankers Acceptances made by
the Canadian Fronting Lender and with a request that such request be made by
the Administrative Agent; and  (3)in
the event that any of the events specified in clauses (i), (ii) or (iii) of
Section 10(f) shall have occurred with respect to the Canadian Borrower, each
Revolving Credit Lender shall be deemed to have purchased, automatically and
without request, such participating interest in the C$ Prime Loans and Bankers
Acceptances made to the Canadian Borrower.  Any such
request by the Administrative Agent shall be made in writing to each Revolving
Credit Lender and shall specify (A) in the case of each Canadian Participant,
the amount of Canadian Dollars and (B) in the case of each Revolving Credit
Lender that is not a Canadian Participant, the amount of Dollars (based upon
the actual exchange rate at which the Administrative Agent anticipates being
able to obtain Canadian Dollars, with any excess payment being refunded to the
Revolving Credit Lenders and any deficiency remaining payable by the Revolving
Credit Lenders), in each case required from such  37 
   Revolving
Credit Lender in order to effect the purchase by such Revolving Credit Lender
of a participating interest in the amount equal to its Revolving Credit
Commitment Percentage times the aggregate then outstanding principal
amount (in Canadian Dollars) of the relevant C$ Prime Loans and Bankers Acceptances
(together with accrued interest thereon and other amounts owing in connection
therewith).  Promptly upon receipt of
such request, each Canadian Participant shall deliver to the Canadian Fronting
Lender (in immediately available funds), and each Revolving Credit Lender shall
deliver to the Administrative Agent (in immediately available funds), the
amount so specified by the Administrative Agent.  The Administrative Agent shall convert such amounts received by
it into Canadian Dollars and shall promptly deliver the proceeds of such
conversion to the Canadian Fronting Lender in immediately available funds.  Promptly following receipt of such amounts
from the Administrative Agent and the Canadian Participants, the Canadian
Fronting Lender will deliver to each Revolving Credit Lender (through the
Administrative Agent) a Local Loan Participation Certificate dated the date of
receipt of such funds and in such amount. 
From and after such purchase, (i) the outstanding C$ Prime Loans and
Bankers Acceptances in which the Revolving Credit Lenders have purchased such
participations shall be deemed to have been converted into Alternate Base Rate
Loans denominated in Dollars (with such conversion constituting, for purposes
of subsection 5.12, a prepayment of such C$ Prime Loans and Bankers
Acceptances before the last day of the Interest Period with respect thereto),
(ii) any further Loans to be made to the Canadian Borrower shall be made in
Dollars, with each Revolving Lender purchasing a participating interest therein
in the manner described in the foregoing provisions of this subsection 4.6(a)
immediately upon the making thereof in the amount equal to such Revolving
Credit Lenders Revolving Credit Commitment Percentage thereof (with the
Administrative Agent hereby agreeing to provide prompt notice to each such
Revolving Credit Lender of its receipt from the Canadian Fronting Lender of a
notice of borrowing and of the making of the Loan with respect thereto), (iii)
no further Bankers Acceptances shall be created for the account of the
Canadian Borrower, (iv) all amounts from time to time accruing, and all amounts
from time to time payable, on account of such C$ Prime Loans and Bankers
Acceptances (including, without limitation, any interest and other amounts which
were accrued but unpaid on the date of such purchase) shall be payable in
Dollars as if such C$ Prime Loan or Acceptance, as the case may be, had
originally been made in Dollars and shall (other than with respect to the
portion of the Applicable Margin and the Acceptance Fee which, pursuant to
subsections 5.5(g) and 4.3(e), respectively, is expressly stated to be paid for
the account of the Canadian Fronting Lender), subject to paragraph (c)
below,  be distributed by the Canadian
Fronting Lender to the Administrative Agent, for the accounts of the Revolving
Credit Lenders, on account of such participating interests.  Notwithstanding anything to the contrary
contained in this subsection 4.6, the failure of any Revolving Credit Lender to
purchase its participating interest in any C$ Prime Loan or Bankers Acceptance
shall not relieve any other Revolving Credit Lender of its obligation hereunder
to purchase its participating interest in a timely manner, but no Revolving
Credit Lender shall be responsible for the failure of any other Revolving
Credit Lender to purchase the participating interest to be purchased by such
other Revolving Credit Lender on any date.  (b)If
any amount required to be paid by any Revolving Credit Lender pursuant to
subsection 4.6(a) is paid to the Administrative Agent within three Business
Days following the date upon which such Revolving Credit Lender receives notice
from the Administrative Agent that the C$ Prime Loan or Bankers Acceptance in
which such Revolving Credit Lender has purchased a participating interest has
been made or created (as the case may be), such Revolving Credit Lender shall
pay to the Administrative Agent on demand an amount equal to the product of
such amount, times the daily average Federal Funds Effective Rate, as quoted by
the Administrative Agent, during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Administrative Agent, times a fraction the numerator of which is
the number of days that elapse during such period and the denominator of which
is 360.  If any such amount required to
be paid by any Revolving Credit Lender pursuant to subsection 4.6(a) is not in
fact made available to the Administrative Agent within three Business Days
following the date upon which such Revolving Credit Lender receives  38 
   notice from
the Administrative Agent that the C$ Prime Loan or Bankers Acceptance in which
such Revolving Credit Lender has purchased a participating interest has been
made or created (as the case may be), the Administrative Agent shall be
entitled to recover from such Revolving Credit Lender, on demand, such amount
with interest thereon calculated from such due date at the rate per annum
applicable to Alternate Base Rate Loans hereunder.  A certificate of the Administrative Agent submitted to any
Revolving Credit Lender with respect to any amounts owing under this subsection
4.6(b) shall be conclusive in the absence of manifest error.  Amounts payable by any Revolving Credit
Lender pursuant to this subsection 4.6(b) shall be paid to the Administrative
Agent, for the account of the Canadian Fronting Lender; provided that,
if the Administrative Agent (in its sole discretion) has elected to fund on
behalf of such Revolving Credit Lender the amounts owing to the Canadian
Fronting Lender, then the amounts shall be paid to the Administrative Agent,
for its own account.  (c)Whenever
at any time after the Canadian Fronting Lender has received from any Revolving
Credit Lender such Revolving Credit Lenders participating interest in a C$
Prime Loan or Bankers Acceptance pursuant to paragraph (a) above, the Canadian
Fronting Lender receives any payment on account thereof, the Canadian Fronting
Lender will distribute to the Administrative Agent, for the account of such
Revolving Credit Lender, such Revolving Credit Lenders participating interest
in such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Revolving Credit Lenders
participating interest was outstanding) in like funds as received; provided,
however, that in the event that such payment received by the Canadian
Fronting Lender is required to be returned, such Revolving Credit Lender will
return to the Canadian Fronting Lender any portion thereof previously
distributed by the Canadian Fronting Lender to such Revolving Credit Lender in
like funds as such payment is required to be returned by the Canadian Fronting
Lender.  (d)Each
Revolving Credit Lenders obligation to purchase participating interests
pursuant to clause (a) above shall be absolute and unconditional and shall not
be affected by any circumstance, including, without limitation, (a) any
set-off, counterclaim, recoupment, defense or other right which such Revolving
Credit Lender may have against the Canadian Fronting Lender, the Canadian
Borrower or any other Person for any reason whatsoever; (b) the occurrence or
continuance of an Event of Default; (c) any adverse change in the condition
(financial or otherwise) of the Canadian Borrower or any other Person; (d) any
breach of this Agreement by the Canadian Borrower or any other Lender; or (e)
any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing; provided that no Revolving Credit Lender shall
be obligated to purchase participating interests in any C$ Prime Loans or
Bankers Acceptances made by the Canadian Fronting Lender to the extent that
such C$ Prime Loans or Bankers Acceptances (at the time when made) caused the
amount of C$ Loans outstanding from the Canadian Fronting Lender to be in
excess of the maximum amount permitted pursuant to Section 4.1.  4.7  Reports.  The
Canadian Fronting Lender shall deliver to the Administrative Agent on the first
Business Day of each calendar week and on the first Business Day of each
calendar month (and at any time and from time to time when the Administrative
Agent may so request) a statement, substantially in the form of Exhibit Q,
showing (i) the aggregate principal amount of C$ Prime Loans in Canadian
Dollars outstanding from the Canadian Fronting Lender as of the close of
business on each Business Day during the prior week (or portion thereof), (ii)
the aggregate principal amount of C$ Prime Loans in Dollars outstanding from
the Canadian Fronting Lender as of the close of business on each Business Day
during the prior week (or portion thereof), (iii) the aggregate undiscounted
face amount of Bankers Acceptances outstanding from the Canadian Fronting
Lender as of the close of business on each Business Day during the prior week
(or prior thereof) and (iv) such other matters as are contained therein.  The Administrative Agent hereby agrees to
deliver a copy of each such statement to the Borrower and the Canadian Borrower
promptly following its receipt thereof and of any such statement to any Lender
promptly upon its request therefore.  39 
   4.8  Use of Proceeds of C$ Loans.  The proceeds of the C$ Prime Loans and the
Bankers Acceptances hereunder shall be used by the Canadian Borrower to
partially fund the prepayment of the Term Loans to be made pursuant to
subsection 5.4(b)(vi) and to finance the working capital needs and for the general
corporate purposes of the Canadian Borrower.  4.9  Withholding Taxes.  (a)  All payments made by
the Canadian Borrower under this Agreement shall be made free and clear of, and
without reduction for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding, in the case of the Administrative
Agent, the Canadian Fronting Lender, the Syndication Agent and each Lender, net
income and franchise taxes imposed on the Administrative Agent, the Canadian
Fronting Lender, the Syndication Agent or such Lender by the jurisdiction under
the laws of which it is organized or any political subdivision or taxing
authority thereof or therein, or by the jurisdiction of the principal office of
the Administrative Agent, the Canadian Fronting Lender, the Syndication Agent
or such Lender or the office of such Lender from which it is making its Loans
or any political subdivision or taxing authority thereof or therein, but not
excluding any such tax imposed on or with respect to a Lender that is required
to be withheld by the Canadian Fronting Lender with respect to any payments due
to such Lender from the Canadian Fronting Lender pursuant to this Agreement
(all such non-excluded taxes being called Taxes).  If any Taxes are required to be withheld
from any amounts payable by the Canadian Borrower to the Administrative Agent,
the Canadian Fronting Lender, the Syndication Agent or any Lender hereunder,
under the C$ Note (if any) or in respect of any Bankers Acceptance or Draft,
the amounts so payable to it shall (without any obligation on the part of the
Canadian Borrower to pay such amounts ratably in accordance with the provisions
of subsection 5.9) be increased to the extent necessary to yield to the
Administrative Agent, the Canadian Fronting Lender, the Syndication Agent or
such Lender (after payment of all Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement
and the C$ Note (if any).  Whenever any
Taxes are payable by the Canadian Borrower, as promptly as possible thereafter,
the Canadian Borrower shall send to the Administrative Agent, for its own
account or for the account of the Canadian Fronting Lender, the Syndication
Agent or such Lender, as the case may be, a certified copy of an original
official receipt showing payment thereof. 
If the Canadian Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, the Canadian Borrower
shall indemnify the Administrative Agent, the Canadian Fronting Lender, the Syndication
Agent and the Lenders for any incremental taxes, interest or penalties that may
become payable by the Administrative Agent, Canadian Fronting Lender, the
Syndication Agent or any Lender as a result of any such failure.  For purposes of this Section 4.9 all
payments made by the Canadian Fronting Lender pursuant to this Agreement shall
be treated as if such payments were made by the Canadian Borrower.  (b)Each
Lender agrees to use reasonable efforts (including reasonable efforts to change
the office in which it is booking its Loans) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this subsection 4.9; provided,
however, that such efforts shall not cause the imposition on such Lender
of any additional costs or legal or regulatory burdens deemed by such Lender to
be material or otherwise be deemed by such Lender to be disadvantageous to it
or contrary to its policies.  4.10  Resignation or Removal of the
Canadian Fronting Lender. 
(a)  In the event that the
Canadian Fronting Lender shall so elect, the Canadian Fronting Lender shall
resign as Canadian Fronting Lender by giving written notice of its resignation
to the Borrower, the Canadian Borrower and the Administrative Agent, with such
resignation becoming effective on the date which is the earlier of (i) the date
upon which a Lender reasonably acceptable to the Administrative Agent and the
Borrower (on its own behalf and as agent for the Canadian Borrower) is
designated as a substitute Canadian Fronting  40 
   Lender in accordance with the provisions of subsection
4.10(c) and (ii) such other date upon which such Canadian Fronting Lender, the
Borrower and the Canadian Borrower otherwise agree; provided that such
effective date shall in no event be later than the date which is 60 days
following the date upon which such written notice is delivered to the
Borrower.  Any C$ Loans made by the
Canadian Fronting Lender which are outstanding on such effective date shall be
due and payable on such effective date.  (b)The
Borrower (on its own behalf and as agent for the Canadian Borrower) at any time
may request that the Canadian Fronting Lender cease to be designated as such by
giving written notice of such request to the Administrative Agent (which notice
the Administrative Agent promptly shall deliver to the Canadian Fronting
Lender).  Immediately upon receipt of
such request, the Canadian Fronting Lender shall cease to make any additional
C$ Loans, and all C$ Loans then maintained by the Canadian Fronting Lender
shall be due and payable on the date requested by the Borrower (which date
shall be not earlier than the earlier of (i) 60 days following delivery of such
notice and (ii) such other date upon which the Canadian Fronting Lender, the
Borrower and the Canadian Borrower otherwise agree).  From and after the date upon which all such C$ Loans are repaid
(together with accrued interest and other amounts owing to the Canadian
Fronting Lender on account thereof), the Canadian Fronting Lender shall cease
to be the Canadian Fronting Lender hereunder.  (c)In
the event that the Canadian Fronting Lender shall cease to serve as such
pursuant to subsection 4.10(a) or (b), the Borrower (on its own behalf and as
agent of the Canadian Borrower) may designate another Lender reasonably
acceptable to the Administrative Agent to serve as the Canadian Fronting
Lender; provided that no Lender shall be so designated without its
agreement (in its sole discretion) to serve in such capacity hereunder.  Upon any such designation and the receipt by
the Administrative Agent of a Canadian Fronting Lender Joinder Agreement, duly
executed and delivered by such designated Lender, such Lender shall be deemed
to be the Canadian Fronting Lender for all purposes under this Agreement and
the other Credit Documents.  (d)During
any period when no substitute Canadian Fronting Lender has been duly appointed
in accordance with the terms of subsection 4.10(c), the right of the Canadian
Borrower to borrow any C$ Loan shall be suspended.  SECTION 5.  GENERAL PROVISIONS
APPLICABLE TO LOANS  5.1  Procedure for Borrowing.  (a) 
The Borrower may borrow under the Commitments on any Business Day; provided
that, with respect to any borrowing, the Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by the Administrative
Agent (i) before 12:00 noon, New York City time, three Business Days prior to
the requested Borrowing Date if all or any part of the Loans are to be
Eurodollar Loans and (ii) on the requested Borrowing Date if the applicable
notice is received prior to 9:00 A.M. (or, with respect to Swing Line Loans,
3:00 P.M.), New York City time, on such Borrowing Date and if the borrowing is
to be solely of Alternate Base Rate Loans) and specifying (A) the amount of the
borrowing, (B) whether such Loans are initially to be Eurodollar Loans or
Alternate Base Rate Loans or a combination thereof, (C) if the borrowing is to
be entirely or partly Eurodollar Loans, the length of the Interest Period for
such Eurodollar Loans and (D) whether the Loan is a Term Loan, a Swing Line
Loan or Revolving Credit Loan.  Upon
receipt of such notice the Administrative Agent shall promptly notify each
affected Lender thereof.  Not later than
12:00 noon, New York City time, on the Borrowing Date specified in such notice,
each affected Lender shall make available to the Administrative Agent at the
office of the Administrative Agent specified in subsection 12.2 (or at such
other location as the Administrative Agent may direct) an amount in immediately
available funds equal to the amount of the Loan to be made by such Lender
(except that proceeds of Swing Line Loans will be made available to the
Borrower in accordance with subsection 3.4(a)).  Loan proceeds received by the Administrative Agent hereunder
shall promptly be made available  41 
   to the Borrower by the Administrative Agents
crediting the account of the Borrower, at the office of the Administrative
Agent specified in subsection 12.2, with the aggregate amount actually received
by the Administrative Agent from the Lenders and in like funds as received by
the Administrative Agent.  (b)Any
borrowing of Eurodollar Loans hereunder shall be in such amounts and be made
pursuant to such elections so that, after giving effect thereto, (i) the
aggregate principal amount of all Eurodollar Loans having the same Interest
Period shall not be less than $1,000,000 or a whole multiple of $500,000 in
excess thereof and (ii) no more than sixteen Interest Periods shall be in
effect at any one time.  5.2  Conversion and Continuation Options.  (a) 
Subject to subsection 5.12, the Borrower may elect from time to time to
convert Eurodollar Loans into Alternate Base Rate Loans by giving the
Administrative Agent irrevocable notice of such election, to be received by the
Administrative Agent prior to 12:00 noon, New York City time, at least three
Business Days prior to the proposed conversion date.  The Borrower may elect from time to time to convert all or a
portion of the Alternate Base Rate Loans (other than Swing Line Loans) then
outstanding to Eurodollar Loans by giving the Administrative Agent irrevocable
notice of such election, to be received by the Administrative Agent prior to 12:00
noon, New York City time, at least three Business Days prior to the proposed
conversion date, specifying the Interest Period selected therefor, and, if no
Default or Event of Default has occurred and is continuing, such conversion
shall be made on the requested conversion date or, if such requested conversion
date is not a Business Day, on the next succeeding Business Day.  Upon receipt of any notice pursuant to this
subsection 5.2, the Administrative Agent shall promptly notify each affected
Lender thereof.  All or any part of the
outstanding Loans (other than Swing Line Loans) may be converted as provided
herein; provided that partial conversions of Alternate Base Loans shall
be in the aggregate principal amount of $500,000 or a whole multiple of $100,000
in excess thereof and the aggregate principal amount of the resulting
Eurodollar Loans outstanding in respect of any one Interest Period shall be at
least $1,000,000 or a whole multiple of $500,000 in excess thereof.  (b)Any
Eurodollar Loans may be continued as such upon the expiration of the then
current Interest Period with respect thereto by the Borrower giving notice to
the Administrative Agent, in accordance with the applicable provisions of the
term Interest Period set forth in subsection 1.1, of the length of the next
Interest Period to be applicable to such Loans; provided that no
Eurodollar Loan may be continued as such (i) when any Event of Default has
occurred and is continuing and the Administrative Agent or the Required Lenders
have, by written notice to the Borrower, determined that such a continuation is
not appropriate, (ii) if, after giving effect thereto, subsection 5.1(b) would
be contravened or (iii) after the date that is one month prior to the Revolving
Credit Termination Date (in the case of continuations of Revolving Credit
Loans) or the final Installment Payment Date of the Term Loans.  5.3  Changes of Commitment Amounts.  (a) 
The Borrower shall have the right, upon not less than three Business
Days notice to the Administrative Agent, to terminate or from time to time to
permanently reduce the Revolving Credit Commitments, subject to the provisions
of this subsection 5.3.  To the extent,
if any, that the sum of the amount of the Revolving Credit Loans, Swing Line
Loans, L/C Obligations then outstanding, Bankers Acceptances then outstanding
and amounts available to be drawn under outstanding Letters of Credit exceeds
the amount of the Revolving Credit Commitments as then reduced, the Borrower
shall be required to make a prepayment equal to such excess amount, the
proceeds of which shall be applied, first, to payment of the Swing Line
Loans then outstanding, second, to payment of the Revolving Credit Loans
(other than C$ Prime Loans) then outstanding, third, to payment of any
L/C Obligations then outstanding, fourth, to payment of C$ Loans then
outstanding, fifth, to the cash collateralization of any Bankers
Acceptances then outstanding on terms reasonably satisfactory to the
Administrative Agent, and sixth, to cash collateralize any outstanding
Letters of Credit on terms reasonably satisfactory to the Administrative Agent,
provided that any portion of any such prepayment to be applied to the
payment of C$ Loans shall be paid by the Canadian Borrower.  Any such termination of  42 
   the Revolving Credit Commitments shall be accompanied
by prepayment in full of the Revolving Credit Loans, Bankers Acceptances,
Swing Line Loans and L/C Obligations then outstanding and by cash collateralization
of any outstanding Letters of Credit on terms reasonably satisfactory to the
Administrative Agent, provided that any such prepayment in full of
outstanding C$ Loans shall be paid by the Canadian Borrower.  Upon termination of the Revolving Credit Commitments,
any Letter of Credit then outstanding that has been so cash collateralized
shall no longer be considered a Letter of Credit as defined in subsection 1.1
and any L/C Participating Interests heretofore granted by the Issuing Lender to
the Lenders in such Letter of Credit shall be deemed terminated (subject to
automatic reinstatement in the event that such cash collateral is returned and
the Issuing Lender is not fully reimbursed for any such L/C Obligations) but
the Letter of Credit fees payable under subsection 3.9 shall continue to accrue
to the Issuing Lender and the Participating Lenders (or, in the event of any
such automatic reinstatement, as provided in subsection 3.9) with respect to
such Letter of Credit until the expiry thereof (provided that in lieu of
paying a Standby or Commercial L/C fee, as the case may be, equal to the
Applicable Margin for Revolving Credit Loans which are Eurodollar Loans per
annum, the Borrower shall pay to the Administrative Agent an amount equal to
0.25% per annum).  (b)In
the case of termination of the Revolving Credit Commitments, interest accrued
on the amount of any prepayment relating thereto and any unpaid commitment fee
accrued hereunder shall be paid on the date of such termination.  Any such partial reduction of the Revolving
Credit Commitments shall be in an amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof and shall, in each case, reduce permanently the
amount of the Revolving Credit Commitments then in effect.  5.4  Optional and Mandatory Prepayments;
Repayments of Term Loans. 
(a)  Subject to subsection 5.12,
the Borrower may at any time and from time to time prepay Loans, in whole or in
part, without premium or penalty, by irrevocable notice to the Administrative
Agent by 10:00 A.M., New York City time, on the same Business Day (or, in the
case of Swing Line Loans, by irrevocable notice to the Administrative Agent by
12:00 noon, New York City time, on the same Business Day) in the case of
Alternate Base Rate Loans, and three Business Days irrevocable notice to the
Administrative Agent in the case of Eurodollar Loans, specifying the date and
amount of prepayment and whether the prepayment is of Revolving Credit Loans or
Term Loans.  Upon receipt of such notice
the Administrative Agent shall promptly notify each Lender thereof.  If such notice is given, the Borrower shall
make such  prepayment, and the payment
amount specified in such notice shall be due and payable, on the date specified
therein.  Partial prepayments (i) of
Term Loans shall be in an aggregate principal amount equal to the lesser of
(A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with
respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000
in excess thereof with respect to Alternate Base Rate Loans and (B) the
aggregate unpaid principal amount of the Term Loans, and (ii) of Revolving
Credit Loans shall be in an aggregate principal amount equal to the lesser of
(A) (I) $1,000,000, or a whole multiple of $500,000 in excess thereof with
respect to Eurodollar Loans or (II) $500,000, or a whole multiple of $100,000
in excess thereof with respect to Alternate Base Rate Loans and (B) the
aggregate unpaid principal amount of the Revolving Credit Loans, as the case
may be.  Prepayments of the Term Loans
pursuant to this subsection 5.4(a) shall be applied pro  rata to
the Tranche A Term Loans and the Tranche C Term Loans, and shall be applied first,
to any installment due to be paid within three months of such prepayment and, second,
ratably to the remaining installments thereof.  (b)(i)So long as any Term Loans are
outstanding, if, subsequent to the Closing Date, the Borrower or any of its
Subsidiaries shall issue any Capital Stock (other than warrants issued in
connection with the issuance of Preferred Stock or the Senior Subordinated
Notes), 50% of the Net Proceeds thereof (excluding amounts provided by the
Investor Group or their Affiliates or by management employees of such issuer)
shall be promptly applied toward the prepayment of the Term Loans pro  rata
to the Tranche A Term Loans and Tranche C Term Loans (with such application
being made first, to any installment due to be paid within three months
of such  43 
   prepayment and, second, ratably to the remaining installments
thereof); provided that Net Proceeds of such issuance shall be deemed to
be Net Proceeds of such issuance for purposes of this subsection 5.4(b)(i) only
after deducting therefrom any cash proceeds therefrom actually applied to the
redemption of (a) any then outstanding aggregate principal amount of Bridge
Subordinated Debt (including all accrued interest on such subordinated bridge
loans and the amount of all expenses, premium or penalties associated
therewith) and (b) up to 35% of the Specified Debt under any equity clawback
provisions and (c) the redemption of up to 35% of the Preferred Stock under any
equity clawback provisions and the payment of any expenses, premium or
penalties or accrued interest with respect thereto.  (ii)If,
subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall
incur or permit the incurrence of any Indebtedness (other than Indebtedness
permitted pursuant to subsection 9.1, unless otherwise specified in such
subsection), 100% of the Net Proceeds thereof shall be promptly applied toward
the prepayment of the Term Loans pro  rata to the Tranche A Term
Loans and Tranche C Term Loans (with such application being made first,
to any installment due to be paid within three months of such prepayment and, second,
ratably to the remaining installments thereof).  (iii)If,
subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall
incur or permit the incurrence of any Indebtedness permitted pursuant to
subsection 9.1(c)(ii) in excess of the Permitted Specified Debt Amount (as
defined in subsection 9.1(c)(ii)), 100% of the Net Proceeds thereof shall be
promptly applied toward the prepayment of the Tranche C Term Loans (with such
application being made first, to any installment due to be paid within three
months of such prepayment and, second, ratably to the remaining installments
thereof).  (iv)If,
subsequent to the Closing Date, the Borrower or any of its Subsidiaries shall
receive Net Proceeds from any Asset Sale, such Net Proceeds shall be promptly
applied toward the prepayment of the Term Loans pro  rata to the
Tranche A Term Loans and Tranche C Term Loans (with such application being made
first, to any installment due to be paid within three months of such prepayment
and, second, ratably to the remaining installments thereof); provided
that such Net Proceeds need not be applied to the prepayment of the Term Loans
until the earlier of the date that the aggregate amount of Net Proceeds
received by the Borrower or any of its Subsidiaries from any Asset Sales
exceeds $1,000,000 (and has not yet been applied to the prepayment of the Term
Loans hereunder) and the date which is six months after the last application of
Net Proceeds pursuant to this subsection 5.4(b)(iv).  (v)If
for any fiscal year commencing with its fiscal year ending on December 29,
2001, there shall be Excess Cash Flow for such fiscal year, 50% of such Excess
Cash Flow shall be promptly applied toward prepayment of the Term Loans pro
rata to the Tranche A Term Loans and Tranche C Term Loans (with such
application being made first, to any installment due to be paid within
three months of such prepayment and, second, ratably to the remaining
installments thereof).   Each such
prepayment shall be made not later than 120 days after the end of such fiscal
year.  (vi)On
December 27, 2002, the Borrower shall prepay the Term Loans in an aggregate
principal amount of $20,000,000, such prepayment to be made using the proceeds
of a dividend to be paid to the Borrower by the Canadian Borrower.  The prepayment of the Term Loans pursuant to
this subsection 5.4(b)(vi) shall be applied ratably to the Tranche A Term Loans
and the Tranche C Term Loans, and shall be applied ratably to the remaining
installments of each thereof.  The pro
rata application of such prepayment to such remaining installments shall
be calculated after giving effect to the amortization payment in respect of the
Tranche A Term Loans  44 
   and Tranche C Term
Loans to be made by the Borrower on such date (it being understood that such
amortization payment will be in satisfaction of the installments otherwise
scheduled to be paid by the Borrower on December 31, 2002 pursuant to
subsections 5.4(c) and 5.4(d)).  (vii)The
Borrower shall give the Administrative Agent (which shall promptly notify each
Lender) at least one Business Days notice of each prepayment or mandatory
reduction pursuant to this subsection 5.4(b) setting forth the date and amount
thereof.  Except as otherwise may be
agreed by the Administrative Agent, as agent for the Required Lenders, any
prepayment of Loans pursuant to this subsection 5.4 shall be applied, first,
to any Alternate Base Rate Loans then outstanding and the balance of such prepayment,
if any, to the Eurodollar Loans then outstanding; provided that
prepayments of Eurodollar Loans, if not on the last day of the Interest Period
with respect thereto, shall, at the option of the Borrower, be prepaid subject
to the provisions of subsection 5.12 or the amount of such prepayment (after
application to any Alternate Base Rate Loans) shall be deposited with the
Administrative Agent as cash collateral for the Loans on terms reasonably
satisfactory to the Administrative Agent and thereafter shall be applied in the
order of the Interest Periods next ending most closely to the date such
prepayment is required to be made and on the last day of each such Interest
Period.  After such application, unless
an Event of Default shall have occurred and be continuing, any remaining
interest earned on such cash collateral shall be paid to the Borrower.  (c)The
Tranche A Term Loans shall be repaid in consecutive semi-annual installments on
the dates set forth below (each such day, a Tranche A Installment Payment
Date), commencing on December 31, 2002, in an aggregate amount equal to
the amount specified for each such Tranche A Installment Payment Date:  Installment
  Payment Date
  
  Installment
  AmountDecember 31, 2002
  
  9,580,981.83June 30, 2003
  
  10,539,080.01December 31, 2003
  
  11,497,178.20June 30, 2004
  
  12,455,276.38December 31, 2004
  
  13,413,374.56June 30, 2005
  
  14,371,472.74December 31, 2005
  
  15,329,570.93Tranche A Maturity Date
  
  7,664,785.46  (d)The
Tranche C Term Loans shall be repaid in consecutive semi-annual installments on
the dates set forth below (each such day, a Tranche C Installment Payment
Date), commencing on December 31, 2002, in an aggregate amount equal to
the amount specified for each such Tranche
C Installment Payment Date:  Installment
  Payment Date
  
  Installment
  AmountDecember 31, 2002
  
  1,000,000.00June 30, 2003
  
  1,000,000.00December 31, 2003
  
  1,000,000.00June 30, 2004
  
  1,000,000.00December 31, 2004
  
  1,000,000.00June 30, 2005
  
  1,000,000.00December 31, 2005
  
  1,000,000.00June 30, 2006
  
  1,000,000.00December 31, 2006
  
  1,000,000.00June 30, 2007
  
  1,000,000.00December 31, 2007
  
  1,000,000.00June 30, 2008
  
  1,000,000.00December 31, 2008
  
  106,000,000.00June 30, 2009
  
  106,000,000.00Tranche C Maturity Date
  
  106,000,000.00  45 
   Amounts repaid
on account of the Term Loans pursuant to this subsection or otherwise may not
be reborrowed.  Accrued interest on the
amount of any prepayments shall be paid on the Interest Payment Date next
succeeding the date of any partial prepayment and on the date of such
prepayment in the case of a prepayment in full of the Term Loans.  (e)Notwithstanding
the provisions of subsection 5.4, with respect to the amount of any mandatory
prepayment described therein that is allocated to Tranche C Term Loans (such amount,
the Tranche C Prepayment Amount), at any time when Tranche A Term
Loans remain outstanding,  the
Administrative Agent shall promptly provide to each Tranche C Lender a notice
(each a Tranche C Prepayment Option Notice) as described below.  Each Tranche C Prepayment Option Notice
shall be in writing, shall refer to this subsection 5.4(e) and shall (i) set
forth the Tranche C Prepayment Amount and the portion thereof that the
applicable Tranche C Lender will be entitled to receive if it accepts such
mandatory prepayment in accordance with this subsection 5.4(e), (ii) state that
the Borrower is offering to prepay on a specified date (each a Tranche C
Mandatory Prepayment Date), which shall be not less than four days or more
than six days after the date of the Tranche C Option Prepayment Notice, the
Tranche C Term Loans of such Tranche C Lender in an amount equal to the portion
of the Tranche C Prepayment Amount indicated in such Tranche C Lenders Tranche
C Prepayment Option Notice as being applicable to such Tranche C Lender, (iii)
request such Tranche C Lender to notify the Borrower and the Administrative
Agent in writing, no later than the second day prior to the Tranche C Mandatory
Prepayment Date, of such Tranche C Lenders acceptance or rejection of such
offer of prepayment and (iv) inform such Tranche C Lender that failure by
such Tranche C Lender to accept or reject such offer in writing on or before
the second day prior to the Tranche C Mandatory Prepayment Date shall be deemed
an acceptance of such prepayment offer. 
Each Tranche C Prepayment Option Notice shall be given by telecopy,
confirmed by hand delivery, overnight courier service or registered or
certified mail, in each case addressed as provided in subsection 12.2.  On the Tranche C Mandatory Prepayment Date,
the Borrower shall pay the Administrative Agent in immediately available funds
(i) the aggregate amount necessary to prepay the portion of the Tranche C
Prepayment Amount in respect of which the Tranche C Lenders have accepted prepayment
as described above (such Tranche C Lenders, the Accepting Tranche C Lenders),
and the Administrative Agent shall apply such amount on behalf of the Borrower pro
rata against the remaining installments of principal due in respect of
the Tranche C Term Loans of the Accepting Tranche C Lenders, and (ii) the
aggregate amount of the portion of the Tranche C Prepayment Amount not accepted
by the Tranche C Lenders, and the Administrative Agent shall apply such amount  46 
   on behalf of
the Borrower pro  rata against the remaining installments of
principal due in respect of the Tranche A Term Loans.  (f)The
Canadian Borrower may, subject to subsection 5.12, at any time and from time to
time, prepay the C$ Loans in whole or in part, without premium or penalty, provided
that the Canadian Borrower shall give the Canadian Fronting Lender at least one
Business Days (Canada) irrevocable notice of each such payment in the case of
C$ Prime Loans, and three Business Days irrevocable notice of each such
prepayment in the case of Bankers Acceptances, specifying (i) the date and
amount of such prepayment and (ii) whether the amounts prepaid are on account
of C$ Prime Loans or Bankers Acceptances. 
If such notice is given, the amount specified in such notice shall be
due and payable on the date specified therein. 
Partial prepayments shall be in an aggregate principal amount of
C$1,000,000 or a whole multiple of C$500,000 in excess thereof with respect to
Bankers Acceptances, and C$500,000 or a whole multiple of C$100,000 in excess
there of in the case of C$ Prime Loans.  (g)If,
at any time, the Borrower shall cease to own 100% of the Capital Stock of the
Canadian Borrower, all C$ Loans outstanding at such time shall become
immediately due and payable in full by the Canadian Borrower, and the right of
the Canadian Borrower to borrow C$ Loans hereunder shall be immediately
terminated.  (h)(i)
If, at any time and from time to time, the equivalent in Dollars of 105% of the
aggregate outstanding principal amount of the C$ Loans at such time exceeds
$20,000,000, the Canadian Borrower shall, within three Business Days (Canada),
repay the C$ Loans to the Canadian Fronting Lender by the amount equal to such
excess and (ii) if, at any time and from time to time, the sum of (A) the
equivalent in Dollars of 105% of the aggregate amount of the C$ Loans
outstanding at such time plus (B) the aggregate principal amount of the
sum of (1) Revolving Credit Loans (other than C$ Prime Loans) then outstanding,
(2) Swing Line Loans then outstanding, (3) amounts available to be drawn under
all outstanding Letters of Credit at such time and (4) L/C Obligations then
outstanding exceeds the aggregate principal amount of the Revolving Credit
Commitment then in effect, the Borrower (or the Canadian Borrower) shall repay
the Loans (or the C$ Loans) to the Administrative Agent (or the Canadian
Fronting Lender, as applicable) by the amount of such excess.  5.5  Interest Rates and Payment Dates.  (a) 
Eurodollar Loans shall bear interest for each day during each Interest
Period applicable thereto, commencing on (and including) the first day of such
Interest Period to, but excluding, the last day of such Interest Period, on the
unpaid principal amount thereof at a rate per annum equal to the Eurodollar
Rate determined for such Interest Period plus the Applicable Margin.  (b)Alternate
Base Rate Loans shall bear interest for the period from and including the date
such Loans are made to, but excluding, the maturity date thereof, or to, but
excluding, the conversion date if such Loans are earlier converted into
Eurodollar Loans on the unpaid principal amount thereof at a rate per annum
equal to the Alternate Base Rate plus the Applicable Margin.  (c)C$
Prime Loans shall bear interest for the period from and including the date such
Loans are made to, but excluding, the maturity date thereof, or to, but
excluding the conversion date if such Loans are earlier converted into Bankers
Acceptances, on the unpaid principal amount thereof at a rate per annum equal
to the C$ Prime Rate plus the Applicable Margin for Revolving Credit
Loans that are Eurodollar Loans.  (d)If
all or a portion of (i) the principal amount of any of the Loans or any
Bankers Acceptance or (ii) any interest payable thereon shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise) such Loan,
if a Eurodollar Loan, shall be converted into an Alternate Base  47 
   Rate Loan at
the end of the then-current Interest Period for such Eurodollar Loan (which
conversion shall occur automatically and without need for compliance with the
conditions for conversion set forth in subsection 5.2), and any such overdue
amount shall, without limiting the rights of the Lenders under Section 10, bear
interest (which shall be payable on demand) at a rate per annum which is 2% plus
the Alternate Base Rate plus the Applicable Margin (or, in the case of a
Eurodollar Loan, the Eurodollar Rate for the Interest Period plus the
Applicable Margin plus 2%, if higher) from the date of such non-payment
until paid in full (as well after as before judgment).  (e)Except
as otherwise expressly provided for in this subsection 5.5, interest shall be
payable in arrears on each Interest Payment Date.  (f)(i)If
any provision of this Agreement would obligate any party to this Agreement to
make any payment of interest or other amount payable to the Canadian Fronting
Lender in an amount or calculated at a rate which would be prohibited by law or
would result in a receipt by the Canadian Fronting Lender of interest at a
criminal rate (as such terms are construed under the Criminal Code
(Canada)), then notwithstanding such provision, such amount or rate shall be
deemed to have been adjusted with retroactive effect to the maximum amount or
rate of interest, as the case may be, as would not be so prohibited by law or
so result in a receipt by the Canadian Fronting Lender of interest at a
criminal rate, such adjustment to be effected, to the extent necessary, as
follows:  (x)first,
by reducing the amount or rates of interest required to be paid under this
subsection 5.5; and  (y)thereafter,
by reducing any fees, commissions, premiums and other amounts which would
constitute interest for purposes of Section 347 of the Criminal Code
(Canada).  (ii)If,
notwithstanding the provisions of clause (i) of this subsection 5.5(f), and
after giving effect to all adjustments contemplated thereby, the Canadian
Fronting Lender shall have received an amount in excess of the maximum
permitted by such clause, then the party having paid such amount shall be
entitled, by notice in writing to the Canadian Fronting Lender, to obtain
reimbursement from the Canadian Fronting Lender of an amount equal to such
excess, and, pending such reimbursement, such amount shall be deemed to be an
amount payable by the Canadian Fronting Lender to such party.  (iii)Any
amount or rate of interest referred to in this subsection 5.5(f) shall be
determined in accordance with generally accepted actuarial practices and
principles as an effective annual rate of interest over the term of any C$
Prime Loan on the assumption that any charges, fees or expenses that fall
within the meaning of interest (as defined in the Criminal Code
(Canada)) shall, if they relate to a specific period of time, be prorated over
that period of time and otherwise be prorated over the Revolving Credit
Commitment Period and, in the event of dispute, a certificate of a Fellow of
the Canadian Institute of Actuaries appointed by the Administrative Agent shall
be conclusive for the purposes of such determination absent manifest error.  (g)Interest
on each C$ Prime Loan shall be payable to the Canadian Fronting Lender on each
Interest Payment Date in Canadian Dollars. 
As promptly as is practicable following each date upon which the
Canadian Fronting Lender receives a payment of interest under this Agreement on
account of C$ Prime Loans, the Canadian Fronting Lender shall convert into
Dollars (at the Canadian Exchange Rate) the amount equal to (x) (1) the portion
of such payment which constitutes the Applicable Margin  48 
   thereon (the Applicable
Margin Payment) minus (2)
1/4 of 1% per annum on the
aggregate principal amount of the C$ Prime Loans on account of which such
interest payment was made (which unconverted amount shall be retained by the
Canadian Fronting Lender for its own account) minus
(y) the Canadian Portion of such Applicable Margin Payment.  In consideration of the agreement of the
Revolving Credit Lenders to purchase participating interests in the C$ Prime
Loans, the Canadian Fronting Lender hereby agrees to pay (A) to the
Administrative Agent, for the ratable accounts of the Revolving Credit Lenders
that are not Canadian Participants, a risk participation fee in the amount
equal to the proceeds received by Canadian Fronting Lender from such conversion
(other than any such proceeds payable for the account of a Non-Funding Lender,
which proceeds shall be retained by the Canadian Fronting Lender for its own
account) and (B) to each Canadian Participant, at the location or address
designated by such Canadian Participant, a risk participation fee in the amount
equal to such Canadian Participants ratable share of the Canadian Portion of
such Applicable Margin Payment (other than the ratable share of any Canadian
Participant that is a Non-Funding Lender, which shall be retained by the
Canadian Fronting Lender for its own account); provided, however,
that, in the event that the Revolving Credit Lenders have funded the purchase
of participating interests in the C$ Prime Loans on account of which such
interest payment was made pursuant to subsection 4.6(a), the Canadian Fronting
Lender shall instead (A) convert into Dollars and pay to the Administrative
Agent, for the ratable accounts of the Revolving Credit Lenders (that are not
Canadian Participants) which have so funded such purchase, the amount equal to
the sum of each such Revolving Credit Lenders Revolving Credit Commitment
Percentage of such Applicable Margin Payment and (B) pay to each Canadian
Participant that has so funded such purchase the amount of such Canadian
Participants Revolving Credit Commitment Percentage of such Applicable Margin
Payment.  Amounts payable to each
Canadian Participant under this subsection shall be payable in Canadian Dollars
on the date upon which the Canadian Fronting Lender receives such Applicable
Margin Payment.  Amounts payable to the
Administrative Agent under this subsection shall be payable in Dollars on the
date upon which the Canadian Fronting Lender receives the proceeds of such
conversion.  5.6  Computation of Interest and Fees.  (a) 
(i)  Interest in respect of
Alternate Base Rate Loans, at any time that the Alternate Base Rate is
determined by reference to the Prime Rate, (ii) interest in respect of C$ Prime
Loans (and all other amounts denominated in C$) and (iii) all fees hereunder
shall be calculated on the basis of a 365 (or 366 as the case may be) day year
for the actual days elapsed.  Interest
in respect of Eurodollar Loans and in respect of Alternate Base Rate Loans at
any time that the Alternate Base Rate is determined by reference to the Base CD
Rate or the Federal Funds Effective Rate shall be calculated on the basis of a
360 day year for the actual days elapsed. 
The Administrative Agent shall as soon as practicable notify the
Borrower and the Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting
from a change in the Alternate Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change in the Alternate Base Rate is announced or such change in the
Eurocurrency Reserve Requirements becomes effective, as the case may be.  The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change.  (b)For
the purposes of the Interest Act (Canada), in any case in which an
interest rate is stated in this Agreement to be calculated on the basis of a
year of 360 days or 365 days, as the case may be, the yearly rate of interest
to which such interest rate is equivalent is equal to such interest rate multiplied
by the number of days in the year in which the relevant interest payment
accrues and divided by 360 or 365, respectively.  In addition the principles of deemed investment or reinvestment
of interest do not apply to any interest calculations under this Agreement and
the rates of interest stipulated in this Agreement are intended to be nominal
rates and not effective rates or yields.  (c)Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error. 
The Administrative Agent shall, at the request of the Borrower, or any
Lender,  49 
   deliver to the
Borrower or such Lender a statement showing the quotations used by the
Administrative Agent in determining the Eurodollar Rate.  5.7  Certain Fees. 
The Borrower agrees to pay to the Administrative Agent, for its own
account, a non-refundable agents fee in an amount previously agreed to with
the Administrative Agent, payable in advance on the Closing Date and on the
first day of each fiscal year of the Borrower thereafter.  5.8  Inability to Determine Interest Rate.  In the event that the Administrative Agent
shall have determined (which determination shall be conclusive and binding upon
the Borrower) that (a) by reason of circumstances affecting the interbank
eurodollar market, adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate for any Interest Period with respect to (i) proposed Loans
that the Borrower has requested be made as Eurodollar Loans, (ii) any
Eurodollar Loans that will result from the requested conversion of all or part
of the Alternate Base Rate Loans into Eurodollar Loans or (iii) the
continuation of any Eurodollar Loan as such for an additional Interest Period,
or (b) dollar deposits in the relevant amount and for the relevant period with
respect to any such Eurodollar Loan are not generally available to the Lenders
in their respective Eurodollar Lending Offices interbank eurodollar markets,
the Administrative Agent shall forthwith give telecopy or e-mail notice of such
determination, confirmed in writing, to the Borrower and the Lenders at least
one day prior to, as the case may be, the requested Borrowing Date, the
conversion date or the last day of such Interest Period.  If such notice is given (i) any requested
Eurodollar Loans shall be made as Alternate Base Rate Loans, (ii) any Alternate
Base Rate Loans that were to have been converted to Eurodollar Loans shall be
continued as Alternate Base Rate Loans, and (iii) any outstanding Eurodollar
Loans shall be converted on the last day of the then current Interest Period
applicable thereto into Alternate Base Rate Loans.  Until such notice has been withdrawn by the Administrative Agent,
no further Eurodollar Loans shall be made and no Alternate Base Rate Loans
shall be converted to Eurodollar Loans.  5.9  Pro Rata Treatment and Payments.  (a) 
Except to the extent otherwise provided herein, each borrowing of Loans
by the Borrower from the Lenders and any reduction of the Commitments of the
Lenders hereunder shall be made pro  rata according to the
relevant Commitment Percentages of the Lenders with respect to the Loans
borrowed or the Commitments to be reduced.  (b)Whenever
any payment received by the Administrative Agent under this Agreement or any
Note or any other Credit Document is insufficient to pay in full all amounts
then due and payable to the Administrative Agent and the Lenders under this
Agreement:  (i)If
the Administrative Agent has not received a Payment Sharing Notice (or, if the
Administrative Agent has received a Payment Sharing Notice but the Event of
Default specified in such Payment Sharing Notice has been cured or waived in
accordance with the provisions of this Agreement), such payment shall be
distributed by the Administrative Agent and applied by the Administrative Agent
and the Lenders in the following order: 
first, to the payment of fees and expenses due and payable to the
Administrative Agent (or to the payment of fees and expenses due and payable to
the Canadian Fronting Lender with respect to payments in respect of Alternate
Base Rate Loans converted from C$ Loans pursuant to subsection 4.6(a)) under and
in connection with this Agreement and the other Credit Documents; second,
to the payment of all expenses due and payable under subsection 12.5, ratably
among the Lenders in accordance with the aggregate amount of such payments owed
to each such Lender; third, to the payment of fees due and payable under
subsections 3.2 and 3.9, ratably among the Lenders in accordance with the
Commitment Percentage of each Lender of the Commitment for which such payment
is owed and, in the case of the Issuing Lender, the amount retained by the
Issuing Lender for its own account pursuant to subsection 3.9; fourth,
to the payment of interest then due and payable on the Loans and the L/C
Obligations ratably in accordance with the aggregate amount of interest owed  50 
   to each such
Lender; and fifth, to the payment of the principal amount of the Loans
and the L/C Obligations which is then due and payable ratably among the Lenders
in accordance with the aggregate principal amount owed to each such Lender; or  (ii)If
the Administrative Agent has received a Payment Sharing Notice which remains in
effect, all payments received by the Administrative Agent under this Agreement
or any Note shall be distributed by the Administrative Agent and applied by the
Administrative Agent and the Lenders in the following order:  first, to the payment of all amounts
described in clauses first through third of the foregoing
clause (i) in the order set forth therein; second, to the payment of the
interest accrued on all Loans and L/C Obligations, regardless of whether any
such amount is then due and payable, ratably among the Lenders in accordance
with the aggregate accrued interest plus the aggregate principal amount of all
Loans and L/C Obligations then due and payable and owed to such Lender; and third,
to the payment of the principal amount of all Loans and L/C Obligations,
regardless of whether any such amount is then due and payable, ratably among
the Lenders in accordance with the aggregate principal amount owed to such
Lender.  (c)If
any Lender (a Non-Funding Lender) has (x) failed to make a Revolving
Credit Loan or failed to make a payment in respect of its participating
interest in any C$ Loan required to be made by it hereunder, and the Administrative
Agent has determined that such Lender is not likely to make such Revolving
Credit Loan or such payment or (y) given notice to the Borrower or the
Administrative Agent that it will not make, or that it has disaffirmed or
repudiated any obligation to make, any Revolving Credit Loan or any payment in
respect of its participating interest in any C$ Loan as required hereunder, in
each case by reason of the provisions of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended, or otherwise, (i) any payment
made on account of the principal of the Revolving Credit Loans (other than C$
Prime Loans) outstanding shall be made as follows:  (A)  in the case of any such payment made on any
date when and to the extent that in the determination of the Administrative
Agent the Borrower would be able under the terms and conditions hereof to
reborrow the amount of such payment under the Commitments and to satisfy any
applicable conditions precedent set forth in Section 7 to such reborrowing,
such payment shall be made on account of the outstanding Revolving Credit Loans
held by the Lenders other than the Non-Funding Lender pro  rata
according to the respective outstanding principal amounts of the Revolving
Credit Loans of such Lenders; and  (B)  otherwise, such payment shall be made on
account of the outstanding Revolving Credit Loans held by the Lenders pro
rata according to the respective outstanding principal amounts of such
Revolving Credit Loans; and  (ii) any
payment made on account of interest on the Revolving Credit Loans (other than
C$ Prime Loans) shall be made pro  rata according to the
respective amounts of accrued and unpaid interest due and payable on the
Revolving Credit Loans with respect to which such payment is being made. The
Borrower agrees to give the Administrative Agent such assistance in making any
determination pursuant to subparagraph (i)(A) of this paragraph as the
Administrative Agent may reasonably request. 
Any such determination by the Administrative Agent shall be conclusive
and binding on the Lenders.  (d)All
payments (including prepayments) to be made by the Borrower on account of
principal, interest and fees shall be made without set-off or counterclaim and
shall be made to the Administrative Agent, for the account of the Lenders at
the Administrative Agents office located at 270 Park Avenue, New York,
New York 10017, in lawful money of the United States and in immediately
available funds.  The Administrative
Agent shall promptly distribute such payments in accordance with  51 
   the provisions
of subsection 5.9(b) upon receipt in like funds as received.  If any payment hereunder (other than
payments on Eurodollar Loans) would become due and payable on a day other than
a Business Day, such payment shall become due and payable on the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.  If any payment on a Eurodollar Loan becomes
due and payable on a day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day (and with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension), unless the result of such extension would be to extend
such payment into another calendar month in which event such payment shall be
made on the immediately preceding Business Day.  All payments (including prepayments) to be made by the Canadian
Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without set off or counterclaim and shall be made to
the Canadian Fronting Lender at the Canadian Lending Office in C$ (subject to
the provisions of subsection 4.6(a)) and in immediately available funds.  If any payment hereunder becomes due and
payable on a day other than a Business Day (Canada), such payments shall be
extended to the next succeeding Business Day (Canada) (and, with respect to
payments of principal, interest thereon shall be payable at the then applicable
rate during such extension), unless the result of such extension would be to
extend such payment into another calendar month, in which event such payment
shall be made on the immediately preceding Business Day (Canada).  (e)Unless
the Administrative Agent shall have been notified in writing by any Lender
prior to a borrowing that such Lender will not make the amount which would
constitute its Commitment Percentage of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent in accordance with
subsection 5.1 and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available
to the Administrative Agent.  A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this subsection 5.9(e) shall be conclusive absent
manifest error.  If such Lenders
Commitment Percentage of such borrowing is not in fact made available to the
Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to Alternate Base
Rate Loans hereunder (in lieu of any otherwise applicable interest), on demand,
from the Borrower, without prejudice to any rights which the Borrower or the
Administrative Agent may have against such Lender hereunder.  Nothing contained in this subsection 5.9
shall relieve any Lender which has failed to make available its ratable portion
of any borrowing hereunder from its obligation to do so in accordance with the
terms hereof.  (f)The
failure of any Lender to make the Loan to be made by it on any Borrowing Date
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Loan on such Borrowing Date, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
such Borrowing Date.  (g)All
payments and optional prepayments (other than prepayments as set forth in subsection
5.11 with respect to increased costs) of Eurodollar Loans hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of all Eurodollar Loans with the
same Interest Period shall not be less than $1,000,000 or a whole multiple of
$500,000 in excess thereof.  52 
   5.10  Illegality. 
Notwithstanding any other provision herein, if (i) any Change in Law
occurring after the date that any lender becomes a Lender party to this
Agreement, shall make it unlawful for such Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, the commitment of such
Lender hereunder to make Eurodollar Loans or to convert all or a portion of
Alternate Base Rate Loans into Eurodollar Loans shall forthwith be suspended
until such time, if any, as such illegality shall no longer exist and such
Lenders Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Alternate Base Rate Loans for the duration of the respective
Interest Periods (or, if permitted by applicable law, at the end of such
Interest Periods) and all payments of principal which would otherwise be
applied to such Eurodollar Loans shall be applied instead to such Lenders
Alternate Base Rate Loans.  The Borrower
hereby agrees to pay any Lender, promptly upon its demand, any amounts payable
pursuant to subsection 5.12 in connection with any conversion in accordance
with this subsection 5.10 (such Lenders notice of such costs, as certified in
reasonable detail as to such amounts to the Borrower through the Administrative
Agent, to be conclusive absent manifest error).  5.11  Requirements of Law.  (a) 
In the event that any Change in Law or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority occurring after the date that any lender
becomes a Lender party to this Agreement:  (i)does
or shall subject any such Lender or its Eurodollar Lending Office or Canadian
Lending Office to any tax of any kind whatsoever with respect to this
Agreement, any Note, any Eurodollar Loans or any C$ Prime Loans made by it, or
change the basis of taxation of payments to such Lender or its Eurodollar
Lending Office or Canadian Lending Office of principal, the commitment fee,
interest or any other amount payable hereunder (except for (x) net income
and franchise taxes imposed on the net income of such Lender or its Eurodollar
Lending Office or Canadian Lending Office by the jurisdiction under the laws of
which such Lender is organized or any political subdivision or taxing authority
thereof or therein, or by any jurisdiction in which such Lenders Eurodollar
Lending Office or Canadian Lending Office is located or any political
subdivision or taxing authority thereof or therein, including changes in the
rate of tax on the overall net income of such Lender or such Eurodollar Lending
Office or Canadian Lending Office, and (y) taxes resulting from the
substitution of any such system by another system of taxation; provided
that the taxes payable by Lenders subject to such other system of taxation are
not generally charged to borrowers from such Lenders having loans or advances
bearing interest at a rate similar to the Eurodollar Rate);  (ii)does
or shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or
other liabilities in or for the account of, advances or loans by, or other
credit extended by, or any other acquisition of funds by, any office of such
Lender which are not otherwise included in the determination of the Eurodollar
Rate or the rate with respect to C$ Loans, as applicable; or  (iii)does
or shall impose on such Lender any other condition;  and the result
of any of the foregoing is to increase the cost to such Lender or its
Eurodollar Lending Office or Canadian Lending Office of making, converting,
renewing or maintaining advances or extensions of credit or to reduce any
amount receivable hereunder, in each case, in respect of its Eurodollar Loans
or C$ Loans, as the case may be, then, in any such case, the Borrower (or the
Canadian Borrower in the case of C$ Loans) shall promptly pay such Lender, upon
its demand, any additional amounts necessary to compensate such Lender for such
additional cost or reduced amount receivable which such Lender deems to be
material as determined by such Lender with respect to such Eurodollar  53 
   Loans or C$
Loans, as the case may be, together with interest on each such amount from the
date demanded until payment in full thereof at a rate per annum equal to the
Alternate Base Rate in the case of Eurodollar Loans, and the C$ Prime Rate in
the case of C$ Loans, plus 1%.  (b)In
the event that any Change in Law occurring after the date that any lender
becomes a Lender party to this Agreement with respect to any such Lender shall,
in the opinion of such Lender, require that any Commitment of such Lender be
treated as an asset or otherwise be included for purposes of calculating the
appropriate amount of capital to be maintained by such Lender or any
corporation controlling such Lender, and such Change in Law shall have the
effect of reducing the rate of return on such Lenders or such corporations
capital, as the case may be, as a consequence of such Lenders obligations
hereunder to a level below that which such Lender or such corporation, as the
case may be, could have achieved but for such Change in Law (taking into
account such Lenders or such corporations policies, as the case may be, with
respect to capital adequacy) by an amount deemed by such Lender to be material,
then from time to time following notice by such Lender to the Borrower of such
Change in Law as provided in paragraph (c) of this subsection 5.11, within 15
days after demand by such Lender, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such corporation
on an after-tax basis, as the case may be, for such reduction.  (c)The
Borrower or the Canadian Borrower, as the case may be, shall not be required to
make any payments to any Lender for any additional amounts pursuant to this
subsection 5.11 unless such Lender has given written notice to the Borrower or
the Canadian Borrower, as the case may be, through the Administrative Agent, of
its intent to request such payments prior to or within 60 days after the date
on which such Lender became entitled to claim such amounts.  If any Lender has notified the Borrower or
the Canadian Borrower, as the case may be, through the Administrative Agent of
any increased costs pursuant to paragraph (a) of this subsection 5.11, the
Borrower or the Canadian Borrower, as the case may be, at any time thereafter
may, upon at least three Business Days notice to the Administrative Agent
(which shall promptly notify the Lenders thereof), and subject to subsection
5.12, prepay (or convert into Alternate Base Rate Loans in the case of
Eurodollar Loans) all (but not a part) of the Eurodollar Loans or the C$ Loans,
as applicable, then outstanding.  Each
Lender agrees that, upon the occurrence of any event giving rise to the operation
of paragraph (a) of this subsection 5.11 with respect to such Lender, it will,
if requested by the Borrower to the extent permitted by law or by the relevant
Governmental Authority, endeavor in good faith to avoid or minimize the
increase in costs or reduction in payments resulting from such event
(including, without limitation, endeavoring to change its Eurodollar Lending
Office or Canadian Lending Office, as applicable); provided, that such
avoidance or minimization can be made in such a manner that such Lender, in its
sole determination, suffers no economic, legal or regulatory disadvantage.  If any Lender requests compensation from the
Borrower or the Canadian Borrower, as the case may be, under this subsection
5.11, the Borrower or the Canadian Borrower, as the case may be, may, by notice
to such Lender (with a copy to the Administrative Agent), suspend the
obligation of such Lender thereafter to make or continue Loans of the Type with
respect to which such compensation is requested, or to convert Loans of any
other Type into Loans of such Type, until the Requirement of Law giving rise to
such request ceases to be in effect; provided that such suspension shall
not affect the right of such Lender to receive the compensation so requested.  (d)Each
Lender (and in case of an Assignee on the date it becomes a Lender) that is not
a United States Person (as defined in Section 7701(a)(30) of the Code) for
federal income tax purposes either (1) in the case of a Lender that is a bank
within the meaning of Section 881(c)(3)(A) of the Code, (i) represents to
Borrower (for the benefit of the Borrower and the Administrative Agent) that
under applicable law and treaties no taxes are required to be withheld by the
Borrower or the Administrative Agent with respect to any payments to be made to
such Lender in respect of the Loans or the L/C Participating Interests, (ii)
agrees to furnish to the Borrower, with a copy to the Administrative Agent,
either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue
Service Form W-8BEN  54 
   (wherein such
Lender claims entitlement to complete exemption from U.S. federal withholding
tax on all interest payments hereunder) and (iii) agrees (for the benefit of
the Borrower and the Administrative Agent), to the extent it may lawfully do so
at such times, to provide the Borrower, with a copy to the Administrative
Agent, a new Form W-8ECI or Form W-8BEN upon the expiration or obsolescence of
any previously delivered form and comparable statements in accordance with
applicable U.S. laws and regulations and amendments duly executed and completed
by such Lender, and to comply from time to time with all applicable U.S. laws
and regulations with regard to such withholding tax exemption or (2) in the
case of a Lender that is not a bank within the meaning of Section
881(c)(3)(A) of the Code, (i) agrees to furnish to the Borrower, with a copy to
the Administrative Agent, (A) a certificate substantially in the form of
Exhibit I hereto (any such certificate, a Subsection 5.11(d)(2) Certificate)
and (B) two accurate and complete original signed copies of Internal Revenue
Service Form W-8BEN, certifying to such Lenders legal entitlement at the
Closing Date (or, in the case of an Assignee, on the date it becomes a Lender)
to an exemption from U.S. withholding tax under the provisions of Section
881(c) of the Code with respect to all payments to be made under this
Agreement, and (ii) agrees, to the extent legally entitled to do so, upon
reasonable request by the Borrower, to provide to the Borrower (for the benefit
of the Borrower and the Administrative Agent) such other forms as may be
required in order to establish the legal entitlement of such Lender to an
exemption from withholding with respect to payments under this Agreement.  Notwithstanding any provision of this
subsection 5.11 or 5.9(d) to the contrary, the Borrower shall have no
obligation to pay any amount to or for the account of any Lender (or the
Eurodollar Lending Office of any Lender) on account of any taxes pursuant to
this subsection 5.11, to the extent that such amount results from (i) the
failure of any Lender to comply with its obligations pursuant to this
subsection 5.11, (ii) any representation or warranty made or deemed to be made
by any Lender pursuant to this subsection 5.11(d) proving to have been
incorrect, false or misleading in any material respect when so made or deemed
to be made or (iii) any Change in Law or compliance by any Lender with any
request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority, the effect of which would be to subject
to any taxes any payment made pursuant to this Agreement to any Lender making
the representation and covenants set forth in subsection 5.11(d)(2), which payment
would not be subject to such taxes were such Lender eligible to make and comply
with, and actually made and complied with, the representation and covenants set
forth in subsection 5.11(d)(1) hereinabove.  (e)A
certificate in reasonable detail as to any amounts submitted by such Lender,
through the Administrative Agent, to the Borrower, shall be conclusive in the
absence of manifest error.  The
covenants contained in this subsection 5.11 shall survive the termination of
this Agreement and repayment of the Loans.  5.12  Indemnity. 
(a)  The Borrower agrees to
indemnify each Lender and to hold such Lender harmless from any loss or expense
(but without duplication of any amounts payable as default interest) which such
Lender may sustain or incur as a consequence of (a) default by the Borrower in
payment of the principal amount of or interest on any Eurodollar Loans of such
Lender, including, but not limited to, any such loss or expense arising from
interest or fees payable by such Lender to lenders of funds obtained by it in
order to make or maintain its Eurodollar Loans hereunder, (b) default by the
Borrower in making a borrowing after the Borrower has given a notice in
accordance with subsection 5.1 or in making a conversion of Alternate Base Rate
Loans to Eurodollar Loans or in continuing Eurodollar Loans as such, in either
case, after the Borrower has given notice in accordance with subsection 5.2,
(c) default by the Borrower in making any prepayment after the Borrower has
given a notice in accordance with subsection 5.4 or (d) a payment or
prepayment of a Eurodollar Loan or conversion (including without limitation, as
a result of subsection 5.4 and/or a conversion pursuant to subsection 5.10) of
any Eurodollar Loan into an Alternate Base Rate Loan, in either case on a day
which is not the last day of an Interest Period with respect thereto,
including, but not limited to, any such loss or expense arising from interest
or fees payable by such Lender to lenders of funds obtained by it in order to
maintain its  55 
   Eurodollar Loans hereunder (but excluding loss of
profit).  This covenant shall survive
termination of this Agreement and repayment of the Loans.  (b)The
Canadian Borrower agrees to indemnify the Canadian Fronting Lender and to hold
such Lender harmless from any loss or expense (but without duplication of any
amounts payable as default interest) which such Lender may sustain or incur as
a consequence of (a) default by the Canadian Borrower in payment of the
principal amount of or interest on any C$ Loans, including, but not limited to,
any such loss or expense arising from interest or fees payable by such Lender
to lenders of funds obtained by it in order to make or maintain C$ Loans
hereunder, (b) default by the Canadian Borrower in making a borrowing after the
Canadian Borrower has given a notice in accordance with subsection 4.3 or 5.1
or in making a conversion of C$ Loans, after the Canadian Borrower has given
notice in accordance with subsection 5.2 or (c) default by the Borrower in
making any prepayment after the Canadian Borrower has given a notice in
accordance with subsection 5.4.  This
covenant shall survive termination of this Agreement and repayment of the
Loans.  5.13  Repayment of Loans; Evidence of Debt.  (a) 
The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender (i) the then unpaid
principal amount of each Revolving Credit Loan (other than any C$ Prime Loan)
of such Lender on the Revolving Credit Termination Date, (ii) the principal
amount of the Tranche A Term Loan of such Lender, in eight consecutive
installments, payable on each Tranche A Installment Payment Date, in accordance
with subsection 5.4(c) (or the then unpaid principal amount of such Tranche A
Term Loan on the date that the Tranche A Term Loans become due and payable
pursuant to Section 10), (iii) the principal amount of the Tranche C Term Loan
of such Lender, in fifteen consecutive installments, payable on each Tranche C Installment
Payment Date, in accordance with subsection 5.4(d) (or the then unpaid
principal amount of such Tranche C Term Loan on the date that the Tranche C
Term Loans become due and payable pursuant to Section 10), and (iv) the then
unpaid principal amount of the Swing Line Loans of the Swing Line Lender on the
Revolving Credit Termination Date.  The
Borrower hereby further agrees to pay interest on the unpaid principal amount
of the Loans (other than the C$ Prime Loans) from time to time outstanding from
the date hereof until payment in full thereof at the rates per annum and on the
dates set forth in subsection 5.5.  (b)The
Canadian Borrower hereby unconditionally promises to pay to the Canadian
Fronting Lender on the Revolving Credit Termination Date the then unpaid
principal amount of each C$ Prime Loan. 
The Canadian Borrower hereby further agrees to pay interest on the
unpaid principal amount of the C$ Prime Loans from time to time outstanding
from the date hereof until payment in full thereof at the rates per annum and
on the dates set forth in subsection 5.5.  (c)Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of the Borrower and the Canadian Borrower to
such Lender resulting from each Loan of such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.  (d)The
Administrative Agent shall maintain the Register pursuant to subsection
12.6(d), and a subaccount therein for each Lender, in which shall be recorded
(i) the amount of each Revolving Credit Loan, Tranche A Term Loan and Tranche C
Term Loan made hereunder, the Type thereof and each Interest Period applicable
thereto, (ii) the Borrower, (iii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower and the Canadian
Borrower to each Lender hereunder and (iv) both the amount of any sum received
by the Administrative Agent hereunder from the Borrower or the Canadian
Borrower and each Lenders share thereof.  56 
   (e)The
entries made in the Register and the accounts of each Lender maintained
pursuant to subsection 5.13(b) shall, to the extent permitted by applicable
law, be prima  facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided that the failure
of any Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Loans made to the Borrower
by such Lender or to repay any other obligations in accordance with the terms
of this Agreement.  (f)(i)
The Borrower agrees that, upon the request to the Administrative Agent by any
Lender, the Borrower will execute and deliver to such Lender (A) a promissory
note of the Borrower evidencing the Revolving Credit Loans (other than the C$
Prime Loans) of such Lender, substantially in the form of Exhibit A with
appropriate insertions as to date and principal amount (a Revolving Credit
Note), (B) a promissory note of the Borrower evidencing the Tranche A Term
Loan of such Lender, substantially in the form of Exhibit B-1 with appropriate
insertions as to date and principal amount (a Tranche A Term Note),
(C) a promissory note of the Borrower evidencing the Tranche C Term Loan
of such Lender, substantially in the form of Exhibit B-2 with appropriate
insertions as to date and principal amount (a Tranche C Term Note),
and/or (D) in the case of the Swing Line Lender, a promissory note of the
Borrower evidencing the Swing Line Loans of the Swing Line Lender,
substantially in the form of Exhibit C with appropriate insertions as to date
and principal amount (the Swing Line Note) and (ii) the Canadian
Borrower agrees that, upon the request of the Canadian Fronting Lender, the
Canadian Borrower will execute and deliver to the Canadian Fronting Lender a
promissory note of the Canadian Borrower evidencing the C$ Prime Loans made by
the Canadian Fronting Lender, substantially in the form of Exhibit N with
appropriate insertions as to date and principal amount (the C$ Note).  5.14  Replacement of Lenders.  In the event any Lender or the Issuing
Lender is a Non-Funding Lender, exercises its rights pursuant to subsection
5.10 or requests payments pursuant to subsections 3.10 or 5.11, the
Borrower may require, at its own expense (including payment of any processing
fees under subsection 12.6(e)) and subject to subsection 5.12, such Lender or
the Issuing Lender to assign, at par plus accrued interest and fees, without
recourse (in accordance with subsection 12.6) all of its interests, rights and
obligations hereunder (including all of its Commitments and the Loans and other
amounts at the time owing to it hereunder and its Notes and its interest in the
Letters of Credit) to a bank, financial institution or other entity specified
by the Borrower; provided that (i) such assignment shall not conflict
with or violate any law, rule or regulation or order of any court or other
Governmental Authority, (ii) the Borrower shall have received the written
consent of the Administrative Agent, which consent shall not unreasonably be
withheld, to such assignment, (iii) the Borrower shall have paid to the
assigning Lender or the Issuing Lender all monies other than principal,
interest and fees accrued and owing hereunder to it (including pursuant to
subsections 3.10, 5.10, 5.11 and 5.12) and (iv) in the case of a required
assignment by the Issuing Lender, the Letters of Credit shall be canceled and
returned to the Issuing Lender.  5.15  Reliance on Representation of the
Borrower.  Each of the Borrower
and the Canadian Borrower hereby agrees that the Administrative Agent and the
Lenders may rely on any representation, warranty, certificate, notice, document
or telephone request which purports to be executed or made, and which the
Administrative Agent, the Canadian Fronting Lender or the Lenders, as the case
may be, in good faith believe to have been executed or made, by the Borrower or
the Canadian Borrower or any of their respective authorized officers, and (i)
the Borrower hereby further agrees to indemnify and hold the Administrative
Agent, the Canadian Fronting Lender and the Lenders harmless for any action,
including the making of the borrowings hereunder, and any loss or expense,
taken or incurred by any of them as a result of their good faith reliance upon
any such representations, warranty, certificate, notice, document or telephone
request and (ii) the Canadian Borrower hereby further agrees to indemnify and
hold harmless the Administrative Agent, the Canadian Fronting Lender and the
Lenders for any action,  57 
   including the making of the borrowings hereunder, and
any loss or expense, taken or incurred by any of them as a result of their good
faith reliance on upon any representation, warranty, certificate, notice,
documents or telephonic request made by the Canadian Borrower or to which the
Canadian Borrower is a party.  SECTION 6.  REPRESENTATIONS AND
WARRANTIES  In order to
induce the Lenders to enter into this Agreement and to make the Loans and to
induce the Issuing Lender to issue, and the Participating Lenders to
participate in, the Letters of Credit, and to induce the Canadian Fronting
Lender to make the C$ Loans the Borrower hereby represents and warrants to each
Lender and the Administrative Agent as of the Second Restatement Effective Date
and as of the making of any extension of credit hereunder:  6.1  Financial Condition.  (a) 
The audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at December 29, 2001, and the related consolidated
statements of income and of cash flows for the fiscal year ended on such date,
reported on by and accompanied by an unqualified report from Pricewaterhouse
Coopers LLP, present fairly the consolidated financial condition of the
Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
respective fiscal years then ended.  (b)  The unaudited consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at September 30, 2002, and
the related unaudited consolidated statements of income and cash flows for the
three-month period ended on each such date, certified by a Responsible Officer
of the Borrower, copies of which have heretofore been furnished to each Lender,
present fairly the consolidated financial condition of the Borrower and its
consolidated Subsidiaries as at such date, and the consolidated results of its
operations and its consolidated cash flows for the three-month period then
ended.  All such financial statements,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by the aforementioned firm of accountants and disclosed
therein).  The Borrower and its
Subsidiaries do not have any material Contingent Obligations, contingent
liabilities and liabilities for taxes, or any long-term leases or unusual
forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph.  6.2  No Change. 
Since January 1, 2000, (a) there has been no change, and (as of the
Closing Date, as of the First Restatement Effective Date and as of the Second
Restatement Effective Date only) no development or event which has had or could
reasonably be expected to have a material adverse effect on (i) the business,
assets, condition (financial or otherwise) or results of operations of the
Borrower and its Subsidiaries taken as a whole, (ii) the ability of the
Borrower and its Subsidiaries to perform their obligations under the Credit
Documents and with respect to the other financings contemplated hereby or (iii)
the rights and remedies of the Lenders under the Credit Documents and (b) no
dividends or other distributions (other than the dividend paid March 1, 2000)
have been declared, paid or made upon the Capital Stock of the Borrower nor has
any of the Capital Stock of the Borrower been redeemed, retired, repurchased or
otherwise acquired for value by the Borrower or any of its Subsidiaries, except
in connection with the Transactions and as permitted under this Agreement.  6.3  Existence; Compliance with Law.  Each of the Borrower and its Subsidiaries
(a) is duly organized and validly existing under the laws of the jurisdiction
of its incorporation, (b) has full power and authority and possesses all
governmental franchises, licenses, permits, authorizations and approvals necessary
to enable it to use its corporate name and to own, lease or otherwise hold its
properties and assets and to carry on its business as presently conducted other
than such franchises,  58 
   licenses, permits, authorizations and approvals the
lack of which, individually or in the aggregate, would not have a material
adverse effect on the business, assets, condition (financial or otherwise) or
results of operations of the Borrower and its Subsidiaries taken as a whole,
(c) is duly qualified and in good standing (to the extent such concept is
applicable in the applicable jurisdiction) to do business in each jurisdiction
in which the nature of its business or the ownership, leasing or holding of its
properties makes such qualification necessary, except such jurisdictions where
the failure so to qualify would not have a material adverse effect on the
business, assets, condition (financial or otherwise) or results of operations
of the Borrower and its Subsidiaries taken as a whole and (d) is in compliance
with all applicable statutes, laws, ordinances, rules, orders, permits and
regulations of any governmental authority or instrumentality, domestic or
foreign (including, without limitation, those related to Hazardous Materials
and substances), except where noncompliance would not have a material adverse
effect on the business, assets, condition (financial or otherwise) or results
of operations of the Borrower and its Subsidiaries taken as a whole.  Neither the Borrower nor any of its
Subsidiaries has received any written communication from a Governmental
Authority that alleges that the Borrower or any of its Subsidiaries is not in
compliance with federal, state, local or foreign laws, ordinances, rules and
regulations except to the extent such noncompliance, individually or in the
aggregate, would not reasonably be expected to have a material adverse effect
on the Borrower and its Subsidiaries taken as a whole.  6.4  Power; Authorization.  Each of the Borrower and its Subsidiaries
has the power and authority to make, deliver and perform each of the Credit
Documents to which it is a party, and each of the Borrower and the Canadian
Borrower has the power and authority and legal right to borrow hereunder and,
in the case of the Borrower only, to have Letters of Credit issued for its
account hereunder.  Each of the Borrower
and its Subsidiaries has taken all necessary action to authorize the execution,
delivery and performance of each of the Credit Documents to which it is or will
be a party and each of the Borrower and the Canadian Borrower has taken all
necessary action to authorize the borrowings hereunder and, in the case of the
Borrower only, the issuance of Letters of Credit for its account hereunder.  No consent or authorization of, or filing
with, any Person (including, without limitation, any Governmental Authority) is
required in connection with the execution, delivery or performance by the
Borrower or any of its Subsidiaries, or for the validity or enforceability in accordance
with its terms against the Borrower or any of its Subsidiaries, of any Credit
Document except for consents, authorizations and filings which have been
obtained or made and are in full force and effect and except (i) such consents,
authorizations and filings, the failure to obtain or perform (x) which would
not have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Borrower and its
Subsidiaries taken as a whole and (y) which would not adversely affect the
validity or enforceability of any of the Credit Documents or the rights or
remedies of the Administrative Agent or the Lenders thereunder, and (ii) such
filings as are necessary to perfect the Liens of the Lenders created pursuant to
this Agreement and the Security Documents.  6.5  Enforceable Obligations.  This Agreement and the Merger Agreement have
been, and each of the other Credit Documents and any other agreement to be
entered into by any Credit Party pursuant to the Merger Agreement has been or
will be, duly executed and delivered on behalf of each Credit Party that is
party thereto.  This Agreement and the
Merger Agreement each constitutes, and each of the other Credit Documents and
any other agreements entered into by any Credit Party pursuant to the Merger
Agreement constitute the legal, valid and binding obligation of each Credit
Party that is party thereto, and is enforceable against each Credit Party that
is party thereto in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).  6.6  No Legal Bar. 
The execution, delivery and performance of each Credit Document, the
incurrence or issuance of and use of the proceeds of the Loans and of drawings
under the Letters of  59 
   Credit and the transactions contemplated by the Merger
Agreement and the Credit Documents, (a) will not violate any Requirement
of Law or any Contractual Obligation applicable to or binding upon each of the
Borrower or any Subsidiary of the Borrower or any of their respective properties
or assets, in any manner which, individually or in the aggregate, (i) would
have a material adverse effect on the ability of the Borrower or any such
Subsidiary taken as a whole to perform its obligations under the Credit
Documents and the Merger Agreement and any other agreement entered into
pursuant to the Merger Agreement, to which it is a party, (ii) would give rise
to any liability on the part of the Administrative Agent or any Lender, or
(iii) would have a material adverse effect on the business, assets, condition
(financial or otherwise) or results of operations of the Borrower and its
Subsidiaries taken as a whole, and (b) will not result in the creation or
imposition of any Lien on any of its properties or assets pursuant to any
Requirement of Law applicable to it, as the case may be, or any of its
Contractual Obligations, except for the Liens arising under the Security
Documents and Permitted Liens.  6.7  No Material Litigation.  Other than as set forth on Schedule 6.7, (i)
no litigation by, investigation known to the Borrower by, or proceeding of, any
Governmental Authority is pending against the Borrower or any of its
Subsidiaries (including after giving effect to the Transactions) with respect
to the validity, binding effect or enforceability of the Merger Agreement, any
Credit Document, the Loans made hereunder, the use of proceeds thereof, or of
any drawings under a Letter of Credit and the other transactions contemplated
hereby or by the Merger Agreement and (ii) no lawsuits, claims, proceedings
or investigations are pending or, to the best knowledge of the Borrower,
threatened as of the Second Restatement Effective Date against or affecting the
Borrower or any of its Subsidiaries or any of their respective properties,
assets, operations or businesses (including after giving effect to the
Transactions), in which there is a probability of an adverse determination, and
is reasonably likely, if adversely decided, to have a material adverse effect
on the business, assets, condition (financial or otherwise) or results of
operations of the Borrower and its Subsidiaries taken as a whole.  6.8  Investment Company Act.  Neither the Borrower nor any of its
Subsidiaries is an investment company or a company controlled by an
investment company (as each of the quoted terms is defined or used in the
Investment Company Act of 1940, as amended).  6.9  Federal Regulation.  No part of the proceeds of any of the Loans or any drawing under
a Letter of Credit will be used for any purpose which violates the provisions
of Regulation T, U or X of the Board. Neither the Borrower nor any of its
Subsidiaries is engaged or will engage, principally or as one of its important
activities, in the business of extending credit for the purpose of purchasing
or carrying any margin stock within the respective meanings of each of the
quoted terms under said Regulation U.  6.10  No Default. 
The Borrower and each of its Subsidiaries have performed all material
obligations required to be performed by them under their respective Contractual
Obligations (including after giving effect to the Transactions and the
Restatement Transactions) and they are not (with or without the lapse of time
or the giving of notice, or both) in breach or default in any respect
thereunder, except to the extent that such breach or default would not have a
material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries taken
as a whole.  Neither the Borrower nor
any of its Subsidiaries (including after giving effect to the Transactions and
the Restatement Transactions) is in default under any material judgment, order
or decree of any Governmental Authority, domestic or foreign, applicable to it
or any of its respective properties, assets, operations or business, except to
the extent that any such defaults would not, in the aggregate, have a material
adverse effect on the business, assets, condition (financial or otherwise) or
results of operations of the Borrower and its Subsidiaries taken as a whole.  60 
   6.11  Taxes.  Each of the Borrower and its Subsidiaries
(including after giving effect to the Transactions) has filed or caused to be
filed all material tax returns which, to the knowledge of the Borrower, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it or any of its property and all
other taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority (other than any the amount of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves (or other sufficient provisions) in conformity with GAAP have been
provided on the books of the Borrower or its Subsidiaries (including after
giving effect to the Transactions), as the case may be); and no tax Lien has
been filed, and, to the knowledge of the Borrower, no written claim is being
asserted, with respect to any such tax, fee or other charges.  6.12  Subsidiaries. 
The Subsidiaries of the Borrower and their jurisdictions of
incorporation on the Second Restatement Effective Date are as set forth on
Schedule 6.12.  6.13  Ownership of Property; Liens.  As of the Second Restatement Effective Date
and as of the making of any extension of credit hereunder (subject to transfers
and dispositions of property permitted under subsection 9.5), each of the
Borrower and its Subsidiaries has good and valid title to all of its material
assets (other than real property or interests in real property) in each case
free and clear of all mortgages, liens, security interests or encumbrances of
any nature whatsoever except Permitted Liens. 
With respect to real property or interests in real property, as of the
First Restatement Effective Date, each of the Borrower and its Subsidiaries has
(i) fee title to all of the real property listed on Schedule 6.13 under the
heading Fee Properties (each, a Fee Property), and (ii) good and
valid title to the leasehold estates in all of the real property leased by it
and, in the case of any such leasehold estates located in the United States
with a base aggregate annual rent in excess of $50,000, listed on Schedule 6.13
under the heading Leased Properties (each, a Leased Property), in
each case, free and clear of all mortgages, liens, security interests,
easements, covenants, rights-of-way and other similar restrictions of any
nature whatsoever, except (A) Permitted Liens and (B) as to Leased Property,
the terms and provisions of the respective lease therefor, including, without
limitation, the matters set forth on Schedule 6.13, and any matters affecting
the fee title and any estate superior to the leasehold estate related thereto.  The Fee Properties and the Leased Properties
constitute, as of the Second Restatement Effective Date, all of the real
property owned in fee or leased by the Borrower and its Subsidiaries in the
United States.  6.14  ERISA.  Neither a Reportable Event nor an
accumulated funding deficiency (within the meaning of Section 412 of the Code
or Section 302 of ERISA) has occurred during the five-year period prior to the
date on which this representation is made or deemed made with respect to any
Plan that would result in a material liability to the Borrower or any of its
Subsidiaries, and each Plan has complied during such period in all material
respects with the applicable provisions of ERISA and the Code.  Neither the Borrower nor any Commonly
Controlled Entity has been involved in any transaction that would cause the
Borrower or any of its Subsidiaries to be subject to material liability with
respect to a Plan to which the Borrower or any of its Subsidiaries or any
Commonly Controlled Entity contributed or was obligated to contribute during
the six-year period ending on the date this representation is made or deemed
made; or incurred any material liability under Title IV of ERISA which would
become or remain a material liability of the Borrower or any of its
Subsidiaries after the Second Restatement Effective Date.  No termination of a Single Employer Plan has
occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period that would result in a material liability to the Borrower or
any of its Subsidiaries.  The present
value of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
that would result in a material liability to the Borrower or any of its
Subsidiaries.  Neither the Borrower, nor
any of its Subsidiaries nor any Commonly Controlled Entity has had a complete
or partial withdrawal from any Multiemployer Plan, and neither the Borrower,
nor any of its  61 
   Subsidiaries nor any Commonly Controlled Entity would
become subject to any liability under ERISA if the Borrower or any of its
Subsidiaries or any such Commonly Controlled Entity were to withdraw completely
from all Multiemployer Plans as of the valuation date most closely preceding
the date on which this representation is made or deemed made, in either case
that would result in a material liability to the Borrower or any of its
Subsidiaries.  To the knowledge of the
Borrower, no such Multiemployer Plan is in Reorganization or Insolvent.  The present value (determined using
actuarial and other assumptions which are reasonable in respect of the benefits
provided and the employees participating) of the liability of the Borrower, its
Subsidiaries and each Commonly Controlled Entity for post retirement benefits
to be provided to their current and former employees under Plans which are
welfare benefit plans (as defined in Section 3(1) of ERISA) does not, in the
aggregate, exceed the assets under all such Plans allocable to such benefits by
an amount that would result in a material liability to the Borrower or any of
its Subsidiaries except as disclosed in the audited financial statements of the
Borrower and its consolidated Subsidiaries provided to the Lenders prior to the
Second Restatement Effective Date.  For
purposes of this subsection 6.14, a material liability shall exceed
$10,000,000.  6.15  Collateral Documents.  (a) 
The Collateral Agreement is effective to create in favor of the
Administrative Agent, for the ratable benefit of the Lenders, a legal, valid
and enforceable security interest in the pledged stock described therein (to
the extent such matter is governed by the law of the United States or a
jurisdiction therein) and, when stock certificates representing or constituting
the pledged stock described in the Collateral Agreement are delivered to the
Administrative Agent, such security interest shall constitute a perfected first
lien on, and security interest in, all right, title and interest of the pledgor
party thereto in the pledged stock described therein (to the extent such matter
is governed by the law of the United States or a jurisdiction therein).  (b)Each
of the Collateral Agreement and the Canadian Collateral Agreement is effective
to create in favor of the Administrative Agent, for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the collateral
described therein (to the extent such matter is governed by the law of the
United States or a jurisdiction therein or Canada, as applicable), and Uniform
Commercial Code financing statements have been filed in each of the
jurisdictions listed on Schedule 6.15(b), or arrangements have been made for
such filing in such jurisdictions, and upon such filing, and upon the taking of
possession by the Administrative Agent of any such collateral the security
interests in which may be perfected only by possession, such security interests
will, subject to the existence of Permitted Liens, constitute perfected first
priority liens on, and security interests in, all right, title and interest of
the debtor party thereto in the collateral described therein, except to the
extent that a security interest cannot be perfected therein by the filing of a
financing statement or the taking of possession under the Uniform Commercial
Code of the relevant jurisdiction.  (c)Upon
execution and delivery thereof by the relevant Credit Party, each Mortgage will
be effective to create in favor of the Administrative Agent, for the ratable
benefit of the Lenders, a legal, valid and enforceable security interest in the
collateral described therein, and upon recording the Mortgages in the
jurisdictions listed on Schedule 6.13 (or, in the case of a Mortgage delivered
pursuant to subsection 8.9, the jurisdiction in which the property covered by
such Mortgage is located), such security interests will, subject to the
existence of Permitted Liens, constitute first liens on, and perfected security
interests in, all rights, title and interest of the debtor party thereto in the
collateral described therein.  6.16  Copyrights, Patents, Permits, Trademarks and Licenses.  Schedule 6.16 sets forth a true and complete
list as of the Second Restatement Effective Date of all material registered
trademarks, trade names, service marks, patents, pending patent applications
and registered copyrights and applications therefor owned, used or filed by or
licensed to the Borrower and its Subsidiaries (after giving effect to the
Transactions) and, with respect to registered trademarks (if any), contains a
list of all jurisdictions in which such trademarks are registered or applied
for and all registration and application  62 
   numbers. 
Except as set forth on Schedule 6.16, the Borrower or one of its
Subsidiaries (after giving effect to the Transactions) owns or has the right to
use, registered trademarks, trade names, service marks, patents, pending patent
applications and copyrights and applications therefor referred to in such
Schedule.  Except as set forth on
Schedule 6.16, to the best knowledge of the Borrower, no claims are pending by
any Person with respect to the ownership, validity, enforceability or the
Borrowers or any Subsidiarys use of any such registered trademarks, trade
names, service marks, patents, pending patent applications and copyrights, or
applications therefor, challenging or questioning the validity or effectiveness
of any of the foregoing, in any jurisdiction, domestic or foreign, except to
the extent such claims could not reasonably be expected to have a material
adverse effect on the business, assets, condition (financial or otherwise) or
results of operations of the Borrower and its Subsidiaries taken as a whole.  6.17  Environmental Matters.  Other than as disclosed in the annual report
on Form 10-K of the Borrower for the fiscal year ended December 29, 2001 or
except insofar as any exceptions to the following, individually or in the
aggregate, could not reasonably be expected to result in a material adverse
effect on the business, assets, condition (financial or otherwise) or results
of operations of the Borrower and its Subsidiaries taken as a whole:  (a)to
the best knowledge of the Borrower, the properties owned, leased, or otherwise
operated by the Borrower or any of its Subsidiaries do not contain, and have
not previously contained, in, on or under, including, without limitation, the
soil and groundwater thereunder, any Hazardous Materials in amounts or
concentrations that constitute or constituted a violation of, or could
reasonably give rise to liability under, Environmental Laws;  (b)to
the best knowledge of the Borrower, the properties owned or leased, or
otherwise operated by the Borrower or any of its Subsidiaries and all
operations and facilities at such properties are in compliance with all
Environmental Laws, and there is no contamination or violation of any
Environmental Law which could interfere with the continued operation of, or
impair the fair saleable value of, such property;  (c)neither
the Borrower nor any of its Subsidiaries has received or is aware of any
written complaint, notice of violation, alleged violation, or notice of
investigation or of potential liability under Environmental Laws with regard to
the Borrower or its Subsidiaries, nor does the Borrower or any of its
Subsidiaries have knowledge that any such action is being contemplated,
considered or threatened;  (d)to
the best knowledge of the Borrower, Hazardous Materials have not been
generated, treated, stored or disposed of at, on or under any properties
presently or formerly owned, leased, or otherwise operated by the Borrower or
any of its Subsidiaries, nor have any Hazardous Materials been transported from
any such property, or come to be located at any other property, in violation of
or in a manner that could reasonably give rise to liability under any
Environmental Laws; and  (e)there
are no governmental administrative actions or judicial proceedings pending or,
to the best knowledge of the Borrower, threatened under any Environmental Law
to which the Borrower or any of its Subsidiaries is a party, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements, other than permits
authorizing operations by the Borrower or any of its Subsidiaries, outstanding
under any Environmental Law.  6.18  Accuracy and Completeness of
Information.  The factual
statements contained in the financial statements referred to in subsection 6.1,
the Credit Documents (including the schedules  63 
   thereto), the Merger Agreement and any other
certificates or documents furnished or to be furnished to the Administrative
Agent or the Lenders from time to time in connection with this Agreement, taken
as a whole, do not and will not, to the best knowledge of the Borrower, as of
the date when made, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
therein not misleading in light of the circumstances in which the same were
made, all except as otherwise qualified herein or therein, such knowledge
qualification being given only with respect to factual statements made by
Persons other than the Borrower or any of its Subsidiaries; provided
that with respect to projected financial information, the Borrower represents
only that such information has been and will be prepared in good faith based
upon assumptions (in accordance with GAAP) believed by the Borrower to be
reasonable at the time.  SECTION 7.  CONDITIONS PRECEDENT  7.1  Conditions to Initial Loans and
Letters of Credit.  The
obligation of each Lender to make its Loans, and the obligation of the Issuing
Lender to issue any Letter of Credit, on the Closing Date are subject to the
satisfaction, or waiver by such Lender, immediately prior to or concurrently
with the making of such Loans or the issuance of such Letters of Credit, as the
case may be, of the following conditions:  (a)Agreement;
Notes.  The Administrative Agent
shall have received (i) a counterpart of the Original Credit Agreement for each
Lender duly executed and delivered by a duly authorized officer of the
Borrower, (ii) for the account of each Revolving Credit Lender requesting the
same pursuant to subsection 5.13, a Revolving Credit Note of the Borrower
conforming to the requirements hereof and executed by a duly authorized officer
of Borrower, (iii) for the account of each Tranche A Term Loan Lender
requesting the same pursuant to subsection 5.13, a Tranche A Term Note,
conforming to the requirements hereof and executed by a duly authorized officer
of Borrower, (iv) for the account of each Tranche B Term Loan Lender requesting
the same pursuant to subsection 5.13, a Tranche B Term Note, conforming to the
requirements hereof and executed by a duly authorized officer of  Borrower, and (v) if requested by JPMorgan
Chase, for the account of JPMorgan Chase, a Swing Line Note, conforming to the
requirements hereof and executed by a duly authorized officer of the Borrower.  (b)Transactions.  (i) The Transactions shall be consummated
simultaneously pursuant to the Merger Agreement with all fees, costs and
expenses incurred in connection therewith not to exceed approximately
$82,000,000 (provided that if such fees exceed $82,000,000, the Investor
Group shall contribute any such excess amount) and (ii) no material provision
of the Merger Agreement shall have been amended, supplemented, waived or
otherwise modified in any material respect without the prior written consent of
the Administrative Agent, which consent shall not be unreasonably withheld.  (c)Capitalization;
Capital Structure.  (i)  MergerCo shall have received directly or
indirectly (A) at least $275,000,000 in equity from the Investor Group (which
includes equity retained by existing shareholders of up to $20,000,000) and up
to $60,000,000 of Preferred Stock (the Equity Contribution), and (B)
the Borrower and MergerCo shall have collectively received at least
$215,871,750 in gross cash proceeds from the issuance of the Specified Debt.  (ii)The
terms, conditions and documentation of the Senior Subordinated Note Indenture
and of all equity securities (excluding any Preferred Stock) of the Borrower or
any of its Subsidiaries to be outstanding at or after the Closing Date, the
certificate of incorporation, by-laws, other governing documents and the
corporate and capital structure of the Borrower and its Subsidiaries (excluding
the identity and amount  64 
   of equity contribution of any member of the Investor Group), in each case
after giving effect to the consummation of the Transactions, shall be in form
and substance as set forth in the Offering Memorandum or otherwise acceptable
to the Administrative Agent.  (iii)The
terms, conditions and documentation of the Preferred Stock to be outstanding at
or after the Closing Date after giving effect to the consummation of the
Transactions, shall be in form and substance as set forth in the Certificate of
Designation or otherwise acceptable to the Administrative Agent.  The execution
and delivery of this Agreement by the Lenders and the Administrative Agent
shall be deemed to evidence the satisfaction of the Lenders and the
Administrative Agent with such of the matters referenced and in clauses (i) and
(ii) of this paragraph (c) as shall have been disclosed and made available to
the Administrative Agent prior to the date hereof.  (d)Financial
Statements.   The Administrative
Agent shall have received the financial statements described in subsection 6.1.  (e)Fees.  The Administrative Agent, the Co-Lead
Arrangers and the Lenders shall have received all fees, expenses and other
consideration presented for payment required to be paid or delivered on or
before the Closing Date.  (f)Lien
Searches; Lien Perfection.  (i) The
Administrative Agent shall have received the results of a search of Uniform
Commercial Code, tax and judgment filings made with respect to the Borrower and
its Subsidiaries in the jurisdictions set forth on Schedule 6.15(b), together
with copies of financing statements disclosed by such searches and such
searches shall disclose no Liens on any assets encumbered by any Security
Document, except for Liens permitted hereunder or, if unpermitted Liens are
disclosed, the Administrative Agent shall have received satisfactory evidence
of the release of such Liens and (ii) the Administrative Agent shall have
received duly executed financing statements on Form UCC-1, necessary or, in the
opinion of the Administrative Agent, desirable to perfect the Liens created by
the Security Documents.  (g)Environmental.  The Agents shall be reasonably satisfied,
based upon the results of the environmental diligence conducted by the
Administrative Agent and its advisors in cooperation with the Borrower, with
respect to environmental hazards, conditions or liabilities to which the
Borrower or any of its Subsidiaries may be subject (the execution and delivery
of this Agreement by the Lenders and the Administrative Agent being deemed to
evidence the satisfaction of the Administrative Agent with such due diligence
as shall have been disclosed and made available to the Administrative Agent
prior to the date hereof).  (h)Collateral
Agreement.  The Administrative Agent
shall have received the Collateral Agreement executed and delivered by a duly
authorized officer of the parties thereto, together with stock certificates
representing 100% (or 65%, in the case of Foreign Subsidiaries of the Borrower)
of all issued and outstanding certificated shares of Capital Stock of each
Subsidiary of the Borrower (excluding Jostens Can Investments B.V., a
Netherlands corporation and Jostens International Holdings B.V., a Netherlands
corporation), and undated stock powers for each certificate, executed in blank
and delivered by a duly authorized officer of the applicable pledgor and the
acknowledgment and consent of the issuer thereunder in the form annexed
thereto.  (i)Indebtedness.  After giving effect to the Transactions, the
Borrower and its Subsidiaries shall have no (i) outstanding preferred stock
(other than up to $60,000,000 of  65 
   Preferred Stock issued to the Investor Group on the Closing Date) and
(ii) Indebtedness other than any Indebtedness permitted under Section 9.1
hereof.  (j)Subsidiary
Guarantee.  The Administrative Agent
shall have received a Subsidiary Guarantee, executed and delivered by a duly
authorized officer of each of the Subsidiaries of the Borrower (other than
Foreign Subsidiaries of the Borrower).  (k)Merger
Agreement.  The Administrative Agent
shall have received the Merger Agreement, executed and delivered by a duly
authorized officer of the parties thereto and in form and substance reasonably
satisfactory to the Administrative Agent, with no material change to such
agreement from the copy thereof delivered to the Administrative Agent prior to
the Closing Date.  (l)Legal
Opinions.  The Administrative Agent
shall have received, dated the Closing Date and addressed to the Administrative
Agent and the Lenders, (i) an opinion of Gibson, Dunn & Crutcher LLP,
counsel to the Credit Parties, in substantially the form of Exhibit J-1, (ii)
an opinion of the general counsel of the Borrower, in substantially the form of
Exhibit J-2, and (iii) an opinion of local counsel in each of Minnesota
and Kansas, each with such changes thereto as may be approved by the
Administrative Agent and its counsel.  (m)Closing
Certificate.  The Administrative
Agent shall have received a Closing Certificate of the Borrower and each other
Credit Party dated the Closing Date, in substantially the form of Exhibits K-1
and K-2, respectively, with appropriate insertions and attachments, in form and
substance satisfactory to the Administrative Agent and its counsel, executed by
the President or any Vice President and the Secretary or any Assistant
Secretary (or other appropriate officers or representatives) of the Borrower
and its Subsidiaries, respectively.  (n)Solvency
Certificate.  The Administrative
Agent shall have received a certificate of the chief financial officer of the
Borrower in form and substance reasonably satisfactory to it which shall
document the solvency of the Borrower and its Subsidiaries after giving effect
to the consummation of the Transactions and the other transactions and related
financings contemplated hereby.  (o)Insurance.  The Administrative Agent shall have received
(i) a schedule describing all insurance (including but not limited to business
interruption insurance as reasonably requested by the Administrative Agent)
maintained by the Borrower and its Subsidiaries pursuant to subsection 8.5 and
(ii) binders (or other customary evidence as to the obtaining and maintenance
by the Borrower of such insurance) for each policy set forth on such schedule
insuring against casualty and other usual and customary risks.  (p)Other
Agreements.  The Administrative
Agent shall have received each additional document or instrument reasonably
requested by the Required Lenders.  (q)Litigation.  On the Closing Date, other than as disclosed
in the Offering Memorandum, there shall be no actions, suits, injunctions,
restraining orders or proceedings pending or threatened against any Credit
Party (a) with respect to this Agreement or any other Credit Document or the
transactions contemplated hereby or thereby (including the Transactions) which
would be reasonably expected to have a material adverse effect on the rights or
remedies of the Lenders under the Credit Documents or on the ability of any
Credit Party to perform its respective obligations to the Lenders hereunder or under
any other Credit Document or (b) which the Administrative Agent or the Required
Lenders shall determine could reasonably be expected  66 
   to have a material adverse effect on the rights or remedies of the
Lenders hereunder or under any other Credit Document or on the ability of any
Credit Party to perform its respective obligations to the Lenders hereunder or
under any other Credit Document.  (r)Consents,
Approvals and Filings.  Except for
the financing statements contemplated by the Collateral Agreement, on the
Closing Date, all necessary governmental and other third party authorizations,
consents, approvals or waivers required in connection with the execution,
delivery and performance by the Credit Parties, and the validity and
enforceability against the Credit Parties, of the Credit Documents to which any
of them is a party, or otherwise in connection with the transactions
contemplated by the Credit Documents and the Merger Agreement, shall have been obtained
or made and remain in full force and effect (except where the failure to do so
would not reasonably be expected to have a material adverse effect on (x) the
business, operations, property, condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole or (y) (I) the validity or
enforceability of this Agreement, any of the Notes or the other Credit
Documents or (II) the rights or remedies of the Administrative Agent or the
Lenders hereunder or thereunder), and all applicable waiting periods shall have
expired without any action being taken by any competent authority which
restrains or prevents such transactions or imposes materially adverse
conditions upon the consummation of such transactions.  (s)Contractual
Restrictions.  Neither the Borrower
nor any of its Subsidiaries shall be subject to any Requirement of Law or any
contractual or other restrictions that would be violated by the consummation of
the Transactions or the other transactions hereby, including the granting of security
interests and guarantees required by this Agreement, except to the extent that
any such violation would not reasonably be expected to have a material adverse
effect on (i) the business, assets, condition (financial or otherwise) or
results of operations of the Borrower and its Subsidiaries taken as a whole,
(ii) (A) the validity or enforceability of this Agreement or the other Credit
Documents, or (B) the rights or remedies of the Administrative Agent or the
Lenders hereunder or thereunder, or (iii) the ability of the Borrower or any of
its Subsidiaries taken as a whole to satisfy their obligations hereunder or
thereunder.  (t)Consolidated
EBITDA.  The Administrative Agent
shall be satisfied that Consolidated EBITDA for the twelve month period ending
January 1, 2000 shall equal or exceed $123,000,000 from planned continuing
operations (excluding restructuring and special charges and related adjustments
taken by the Borrower and any charges relating to the Transactions and the
other transactions contemplated hereby), and the Borrower shall have provided
support for such calculation of a nature that is reasonably satisfactory to the
Administrative Agent.  7.2  Conditions to All Loans and Letters
of Credit.  The obligation of
each Lender to make any Loan (other than any Revolving Credit Loan the proceeds
of which are to be used to repay Refunded Swing Line Loans), the obligation of
the Issuing Lender to issue any Letter of Credit and the obligation of the
Canadian Fronting Lender to accept or purchase any Bankers Acceptance is
subject to the satisfaction of the following conditions precedent on the
relevant Borrowing Date (or Borrowing Date (Canada), as applicable):  (a)Representations
and Warranties.  Each of the
representations and warranties made in or pursuant to Section 6 or which are
contained in any other Credit Document shall be true and correct in all
material respects on and as of the date of such Loan, of the acceptance of such
Bankers Acceptance or of the issuance of such Letter of Credit as if made on
and as of such date (unless stated to relate to a specific earlier date, in
which case, such representations and warranties shall be true and correct in
all material respects as of such earlier date).  67 
   (b)No
Default or Event of Default.  No
Default or Event of Default shall have occurred and be continuing on such
Borrowing Date (or Borrowing Date (Canada), as applicable) or after giving
effect to such Loan to be made, such Bankers Acceptance to be accepted or such
Letter of Credit to be issued on such Borrowing Date.  Each borrowing
by the Borrower or the Canadian Borrower hereunder and the issuance of each
Letter of Credit by the Issuing Lender hereunder shall constitute a
representation and warranty by the Borrower as of the date of such borrowing or
issuance that the conditions in clauses (a) and (b) and of this subsection 7.2
have been satisfied.  7.3  Conditions to Effectiveness of
Second Amended and Restated Credit Agreement.  The conditions precedent to the effectiveness of this Second
Amended and Restated Credit Agreement shall be as set forth in Section 3 of the
Second Amendment and Restatement Agreement.  SECTION 8.  AFFIRMATIVE COVENANTS  The Borrower
hereby agrees that, so long as the Commitments remain in effect, any Loan,
Bankers Acceptance, Note or L/C Obligation remains outstanding and unpaid, any
amount (unless cash in an amount equal to such amount has been deposited to a
cash collateral account established by the Administrative Agent) remains
available to be drawn under any Letter of Credit or any other amount is owing
to any Lender or the Administrative Agent hereunder or under any of the other
Credit Documents, it shall, and, in the case of the agreements contained in
subsections 8.3 through 8.6, and 8.8 through 8.9, the Borrower shall cause each
of its Subsidiaries to:  8.1  Financial Statements.  Furnish to the Administrative Agent (which
furnishing may be made to the Administrative Agent via a secured internet web
page or via delivery of a hard copy to the Administrative Agent with sufficient
copies for each Lender which the Administrative Agent shall promptly furnish to
each Lender):  (a)as
soon as available, but in any event within 95 days after the end of each fiscal
year of the Borrower to end after the Closing Date, a copy of the consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at the end
of such fiscal year and the related consolidated statements of stockholders
equity and cash flows and the consolidated statements of income of the Borrower
and its Subsidiaries for such fiscal year, setting forth in each case in
comparative form the figures for the previous year and, in the case of the
consolidated balance sheet referred to above, reported on, without a going
concern or like qualification or exception, or qualification arising out of
the scope of the audit, or qualification which would affect the computation of
financial covenants, by independent certified public accountants of nationally
recognized standing;  (b)as
soon as available, but in any event not later than 50 days after the end of
each of the first three quarterly periods of each fiscal year of the Borrower
to end after the Closing Date, the unaudited consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of each such quarter and the
related unaudited consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for such quarterly period and the portion of the
fiscal year of the Borrower through such date, setting forth in each case in
comparative form the figures for the corresponding quarter in, and year to date
portion of, the previous year, and the figures for such periods in the budget
prepared by the Borrower and furnished to the Administrative Agent, certified
by the chief financial officer, controller or treasurer of  the Borrower as being fairly stated in all
material respects;  68 
   (c)as
soon as available, but in any event not later than 45 days after the beginning
of each fiscal year of the Borrower to end after the Closing Date, to which
such budget relates, a preliminary consolidated operating budget for the
Borrower and its Subsidiaries taken as a whole; and as soon as available, any
material revision to or any final revision of any such preliminary annual
operating budget or any such consolidated operating budget; and  (d)concurrently
with the delivery of financial statements pursuant to subsection 8.1(a) or (b),
a certificate of the chief financial officer or treasurer of the Borrower
setting forth, in reasonable detail, the computations of Capital Expenditures
as of the last day of the fiscal period covered by such financial statements,
the Leverage Ratio as of such last day, and the Interest Coverage Ratio as of
such last day;  all such
financial statements to be complete and correct in all material respects
(subject, in the case of interim statements, to normal year-end audit
adjustments) and to be prepared in reasonable detail and (except in the case of
the statements referred to in paragraphs (c) and (d) of this subsection 8.1) in
accordance with GAAP.  8.2  Certificates; Other Information.  Furnish to the Administrative Agent (with
sufficient copies for each Lender which the Administrative Agent shall promptly
deliver to each  Lender):  (a)concurrently
with the delivery of the consolidated financial statements referred to in
subsection 8.1(a), a letter from the independent certified public accountants
reporting on such financial statements stating that in making the examination
necessary to express their opinion on such financial statements no knowledge
was obtained of any Default or Event of Default under subsections 5.4(b), 9.1,
9.3, and 9.5 through 9.11, except as specified in such letter;  (b)within
15 days of the delivery of the financial statements referred to in
subsections 8.1(a) and (b) (except that the certificate referred to in
clause (iii) below shall be delivered concurrently with such financial
statements), a certificate of the chief financial officer or treasurer of the
Borrower stating that, to the best of such officers knowledge, during such
period (i) no Subsidiary has been formed or acquired (or, if any such
Subsidiary has been formed or acquired, the Borrower has complied with the
requirements of subsection 8.9 with respect thereto), (ii) neither the Borrower
nor any of its Subsidiaries has changed its name, its principal place of
business, its chief executive office or the location of any material item of
tangible Collateral without complying with the requirements of this Agreement
and the Security Documents with respect thereto, (iii) each of the
Borrower and its Subsidiaries has observed or performed all of its respective
covenants and other agreements, and satisfied every material condition,
contained in this Agreement, the Notes and the other Credit Documents to be
observed, performed or satisfied by it, and that such officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate, (iv) showing in detail as of the end of the related fiscal period
the figures and calculations supporting such statement in respect of clause (e)
of subsection 9.1, clauses (b) and (e) of subsection 9.3 and subsections 9.6 through
9.11 and any other calculations reasonably requested by the Administrative
Agent with respect to the quantitative aspects of the other covenants contained
herein, (v) if not specified in the financial statements delivered pursuant to
subsection 8.1, specifying the aggregate amount of interest paid or accrued by
the Borrower and its Subsidiaries, and the aggregate amount of depreciation,
depletion and amortization charged on the books of the Borrower and its
Subsidiaries, during such accounting period, and (vi) identify any owned Real
Property of the Borrower or a Domestic Subsidiary of the Borrower acquired
during such accounting period that, together with any improvements thereon, has
a value of at least $5,000,000;  69 
   (c)promptly
upon receipt thereof, copies of all final reports submitted to the Borrower or
to any of its Subsidiaries by independent certified public accountants in
connection with each annual, interim or special audit of the books of the
Borrower or any of its Subsidiaries made by such accountants, and, upon the
request of any Lender (through the Administrative Agent), any final comment
letter submitted by such accountants to management in connection with their
annual audit;  (d)promptly
upon their becoming available, copies of all financial statements, reports,
notices and proxy statements sent or made available to the public generally by
the Borrower or any of its Subsidiaries, if any, and all regular and periodic
reports and all final registration statements and final prospectuses, if any,
filed by the Borrower or any of its Subsidiaries with any securities exchange
or with the Securities and Exchange Commission or any Governmental Authority
succeeding to any of its functions;  (e)concurrently
with the delivery of the financial statements referred to in
subsections 8.1(a) and (b), a management summary describing and analyzing
the performance of the Borrower and its Subsidiaries during the periods covered
by such financial statements;  (f)within
50 days after the end of each fiscal quarter, a summary of all Asset Sales
during such fiscal quarter including the amount of all Net Proceeds from such
Asset Sales not previously applied to prepayments of the Term Loans pursuant to
the proviso to subsection 5.4(b)(iv); and  (g)promptly,
such additional financial and other information as any Lender may from time to
time reasonably request (through the Administrative Agent).  8.3  Payment of Obligations.  Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
obligations and liabilities of whatever nature, except (a) when the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or any of its Subsidiaries, as the case
may be, (b) for delinquent obligations which do not have a material adverse
effect on the business, assets, condition (financial or otherwise) or results
of operations of the Borrower and its Subsidiaries taken as a whole and (c) for
trade and other accounts payable in the ordinary course of business which are
not overdue for a period of more than 90 days or, if overdue for more than 90
days, as to which a dispute exists and adequate reserves in conformity with
GAAP have been established on the books of the Borrower or any of its
Subsidiaries, as the case may be.  8.4  Conduct of Business and Maintenance
of Existence.  Continue to
engage in businesses of the same general type as now conducted by it, and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all material rights, material
privileges, franchises, copyrights, patents, trademarks and trade names
necessary or desirable in the normal conduct of its business except for rights,
privileges, franchises, copyrights, patents, trademarks and trade names the
loss of which would not in the aggregate have a material adverse effect on the
business, assets, condition (financial or otherwise) or results of operations
of the Borrower and its Subsidiaries taken as a whole, and except as otherwise
permitted by subsections 9.4 and 9.5; and comply with all applicable Requirements
of Law except to the extent that the failure to comply therewith would not, in
the aggregate, have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole.  8.5  Maintenance of Property; Insurance.  (a) 
Keep all property useful and necessary in its business in good working
order and condition (ordinary wear and tear excepted); and  70 
   (b)Maintain
with financially sound and reputable insurance companies insurance on all its
property in at least such amounts and with only such deductibles as are usually
maintained by, and against at least such risks (but including, in any event,
public liability and business interruption insurance) as are usually insured
against in the same general area by, companies engaged in the same or a similar
business, and furnish to the Administrative Agent (which furnishing may be made
to the Administrative Agent via a secured internet web page or via electronic
mail), (i) annually, a schedule disclosing (in a manner substantially similar
to that used in the schedule provided pursuant to subsection 7.1(o) all
insurance against products liability risk maintained by the Borrower and its
Subsidiaries pursuant to this subsection 8.5(b) or otherwise and (ii) upon
written request of any Lender, full information as to the insurance carried; provided
that the Borrower may implement programs of self insurance in the ordinary
course of business and in accordance with industry standards for a company of
similar size so long as reserves are maintained in accordance with GAAP for the
liabilities associated therewith.  8.6  Inspection of Property; Books and
Records; Discussions.  Keep proper
books of record and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and activities which
permit financial statements to be prepared in conformity with GAAP and all
Requirements of Law; and permit representatives of any Lender upon reasonable
notice (made through the Administrative Agent and no more frequently than
quarterly unless a Default or Event of Default shall have occurred and be
continuing) to visit and inspect any of its properties and examine and make
abstracts from any of its books and records at any reasonable time and as often
as may reasonably be requested upon reasonable notice, and to discuss the
business, operations, assets and financial and other condition of the Borrower
and its Subsidiaries with officers and employees thereof and with their
independent certified public accountants with prior reasonable notice to, and
coordination with, the chief financial officer or the treasurer of the
Borrower.  8.7  Notices.  Promptly
give notice to the Administrative Agent (to be distributed by the
Administrative Agent to the Lenders):  (a)of
the occurrence of any Default or Event of Default;  (b)of
any (i) default or event of default under any instrument or other agreement,
guarantee or collateral document of the Borrower or any of its Subsidiaries
which default or event of default has not been waived and would have a material
adverse effect on the business, assets, condition (financial or otherwise) or
results of operations of the Borrower and its Subsidiaries taken as a whole, or
any other default or event of default under any such instrument, agreement,
guarantee or other collateral document which, assuming for the purposes of this
subsection 8.7(b) only that the threshold amount contained in the proviso to
clause (e) of Section 10 were $5,000,000, would have constituted a Default or
Event of Default under this Agreement, or (ii) litigation, investigation or
proceeding which may exist at any time between the Borrower or any of its
Subsidiaries and any Governmental Authority, or receipt of any notice of any
environmental claim or assessment against the Borrower or any of its
Subsidiaries by any Governmental Authority, which in any such case would have a
material adverse effect on the business, assets, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries taken
as a whole;  (c)of
any litigation or proceeding against the Borrower or any of its Subsidiaries
(i) in which more than $10,000,000 of the amount claimed is not covered by
insurance, or (ii) in which injunctive or similar relief is sought which
if obtained would have a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole;  71 
   (d)of
the following events, as soon as practicable after, and in any event within 30
days after, the Borrower knows or has reason to know thereof:  (i) the occurrence of any Reportable Event
with respect to any Plan which Reportable Event could reasonably result in
material liability to the Borrower and its Subsidiaries taken as a whole or
(ii) the institution of proceedings or the taking of any other action by PBGC,
the Borrower or any Commonly Controlled Entity to terminate, withdraw or
partially withdraw from any Plan and, with respect to a Multiemployer Plan, the
Reorganization or Insolvency of such Plan, in each of the foregoing cases which
could reasonably result in material liability to the Borrower and its
Subsidiaries taken as a whole, and in addition to such notice, deliver to the
Administrative Agent and each Lender whichever of the following may be
applicable: (A) a certificate of a Responsible Officer of the Borrower setting
forth details as to such Reportable Event and the action that the Borrower or
such Commonly Controlled Entity proposes to take with respect thereto, together
with a copy of any notice of such Reportable Event that may be required to be
filed with PBGC, or (B) any notice delivered by PBGC evidencing its intent to
institute such proceedings or any notice to PBGC that such Plan is to be
terminated, as the case may be;  (e)concurrently
with the delivery of the information delivered pursuant to subsection 8.2(f)
and each prepayment required pursuant to subsection 5.4(b)(iv), of any Asset
Sale or substantially like-kind exchange of real property by the Borrower or
any of its Subsidiaries; and  (f)of
a material adverse change known to the Borrower or its Subsidiaries in the
business, assets, condition (financial or otherwise) or results of operations
of the Borrower and its Subsidiaries taken as a whole.  Each notice
pursuant to this subsection 8.7 shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and (in the cases of clauses (a) through (d)) stating
what action the Borrower proposes to take with respect thereto.  8.8  Environmental Laws.  (a) (i) Comply with all Environmental Laws applicable to it, and
obtain, comply with and maintain any and all Environmental Permits necessary
for its operations as conducted and as planned; and (ii) take reasonable
efforts to ensure that all of its tenants, subtenants, contractors,
subcontractors, and invitees comply with all Environmental Laws, and obtain,
comply with and maintain any and all Environmental Permits, applicable to any
of them insofar as any failure to so comply, obtain or maintain as set forth in
(i) and (ii) above could result in a material adverse effect on the business,
assets, condition (financial or otherwise) or results of operations of the
Borrower and its Subsidiaries taken as a whole.  Noncompliance by the Borrower or any of its Subsidiaries with any
applicable Environmental Law or Environmental Permit shall be deemed not to
constitute a breach of this subsection 8.8(a); provided that, upon
learning of any such noncompliance, the Borrower and its Subsidiaries shall
promptly undertake reasonable efforts to achieve compliance or to contest by
appropriate proceedings any alleged noncompliance and; provided, further,
that, in any case, such noncompliance, and any other noncompliance with
Environmental Law and any contesting of allegations of noncompliance with
Environmental Laws, individually or in the aggregate, after giving effect to
any compliance efforts undertaken, would not reasonably be expected to give
rise to a material adverse effect on the business, assets, condition (financial
or otherwise) or results of operations of the Borrower and its Subsidiaries
taken as a whole.  (b)  Comply in a timely manner with all orders
and lawful directives regarding Environmental Laws issued to the Borrower or
any of its Subsidiaries by any Governmental Authority, other than such orders
and lawful directives as to which an appeal or other challenge has been timely
and properly taken in good faith and the pendency of any and all such appeals
and other challenges could not  72 
   reasonably be
expected to give rise to a material adverse effect on the business, assets,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole.  (c)  Maintain, update as appropriate, and
implement in all material respects an environmental program reasonably designed
to (i) ensure that the Borrower and its Subsidiaries, any of their respective
operations (including, without limitation, disposal), and any properties owned,
leased or operated by any of them, attain and remain in substantial compliance
with all applicable Environmental Laws; (ii) reasonably and prudently manage
any liabilities or potential liabilities that the Borrower, any of the other
Credit Parties, any of their respective operations (including, without
limitation, disposal), and any properties owned or leased by any of them, may
have under all applicable Environmental Laws; and (iii) ensure that the
Borrower and its Subsidiaries undertake reasonable efforts to identify, and
reasonably evaluate, issues of compliance with and liability under
Environmental Laws prior to acquiring, directly or indirectly, any ownership or
leasehold interest in real property, or other interest in any real property
that could give rise to the Borrower or any of its Subsidiaries being subjected
to liability under any Environmental Law as a result of such acquisition.  8.9  Additional Collateral.  (a) 
Subject to subsection 8.9(d), with respect to any assets acquired after
the Closing Date by the Borrower, any of its Domestic Subsidiaries or the
Canadian Borrower that are intended to be subject to the Lien created by any of
the Security Documents but which are not so subject (but, in any event,
excluding (i) any assets described in paragraph (b) or (c) of this subsection,
(ii) assets acquired or owned pursuant to subsection 9.6(h) and (iii)
immaterial assets, promptly (and in any event within 30 days after the
acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments
or supplements to the relevant Security Documents or such other documents as
the Administrative Agent shall deem necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a Lien on such assets,
and (ii) take all actions necessary or advisable to cause such Lien to be duly
perfected to the extent required by such Security Document in accordance with
all applicable Requirements of Law, including, without limitation, the filing
of financing statements in such jurisdictions as may be reasonably requested by
the Administrative Agent.  (b)With
respect to any Person that is or becomes a Subsidiary (other than any Foreign
Subsidiary of the Borrower) that has material assets, promptly (and in any
event within 30 days after such Person becomes a Subsidiary): (i) execute and
deliver to the Administrative Agent, for the benefit of the Lenders, a new
pledge agreement or such amendments to the relevant Security Agreement as the
Administrative Agent reasonably shall deem necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital
Stock of such Subsidiary which is owned by the Borrower or any of its
Subsidiaries, (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock powers executed
and delivered in blank by a duly authorized officer of the Borrower or such
Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to
become a party to the Subsidiary Guarantee and/or the Collateral Agreement or
such comparable documentation which is in form and substance reasonably
satisfactory to the Administrative Agent, and (B) to take all actions necessary
or advisable to cause the Lien created by the Collateral Agreement to be duly
perfected to the extent required by such agreement in accordance with all
applicable Requirements of Law, including, without limitation, the filing of
financing statements in such jurisdictions as may be reasonably requested by
the Administrative Agent.  (c)With
respect to any Person that is or becomes a Foreign Subsidiary of the Borrower
and that has material assets, promptly (and in any event within 30 days after
such Person becomes a Subsidiary): (i) execute and deliver to the
Administrative Agent a new pledge agreement or such amendments to the relevant
Security Agreement as the Administrative Agent reasonably shall deem necessary
or advisable to grant to the Administrative Agent, for the benefit of the
Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the
Borrower or any of its Subsidiaries (provided that  73 
   in no event
shall more than 65% of the Capital Stock of any such Foreign Subsidiary be
required to be so pledged), and (ii) if such Capital Stock is issued in
certificated form, deliver to the Administrative Agent any certificates
representing such Capital Stock, together with undated stock powers executed
and delivered in blank by a duly authorized officer of the Borrower or such
Subsidiary, as the case may be, and take or cause to be taken all such other
actions under the law of the jurisdiction of organization of such Foreign
Subsidiary as may be necessary or advisable to perfect such Lien on such
Capital Stock, and if reasonably requested by the Administrative Agent, deliver
to the Administrative Agent legal opinions relating to the matters described in
clauses (i) and (ii) immediately preceding, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.  (d)Upon
the request of the Administrative Agent, the Borrower will, and will cause its
Domestic Subsidiaries to, promptly grant to the Administrative Agent, within 60
days of such request, security interests and Mortgages in such owned Real
Property of the Borrower and its Domestic Subsidiaries as are acquired after
the Closing Date by the Borrower or such Subsidiary and that, together with any
improvements thereon, individually have a value of at least $5,000,000, as
additional security for the obligations of the Credit Parties under any Credit
Document (unless the subject property is already mortgaged to a third party to
the extent permitted by subsection 9.2). 
Such Mortgages shall be granted pursuant to documentation reasonably
satisfactory in form and substance to the Administrative Agent and shall
constitute valid and enforceable perfected Liens subject only to Permitted
Liens and such other Liens reasonably acceptable to the Administrative Agent.  The Mortgages or instruments related thereto
shall be duly recorded or filed in such manner and in such places as are
required by law to establish, perfect, preserve and protect the Liens in favor
of the Administrative Agent required to be granted pursuant to the Mortgages
and all taxes, fees and other charges payable in connection therewith shall be
paid in full.  If requested by the
Administrative Agent or the Required Lenders, the Borrower shall provide a
lenders title policy with respect to each such Mortgage paid for by the
Borrower, issued by a nationally recognized title insurance company, together
with such endorsements, coinsurance and reinsurance as may be reasonably
requested by the Administrative Agent, in form and substance reasonably
acceptable to the Administrative Agent, insuring each Mortgage as a first lien
on the relevant Mortgaged Property and subject only to Liens expressly agreed
to by the Administrative Agent.  8.10  Pledge of Certain Subsidiaries.  Deliver to the Administrative Agent within
ten Business Days of the Closing Date (i) evidence of the pledge of shares
representing 65% of all issued and outstanding shares of Capital Stock of
Jostens Can Investments B.V., a Netherlands corporation and Jostens
International Holdings B.V., a Netherlands corporation and (ii) the
acknowledgment and consent of such issuers in the form annexed to the
Collateral Agreement.  SECTION 9.  NEGATIVE COVENANTS  The Borrower
hereby agrees that it shall not, and it shall not permit any of its
Subsidiaries to, directly or indirectly so long as the Commitments remain in
effect or any Loan, Note, L/C Obligation or Bankers Acceptance remains
outstanding and unpaid, any amount (unless cash in an amount equal to such
amount has been deposited to a cash collateral account established by the
Administrative Agent) remains available to be drawn under any Letter of Credit
or any other amount is owing to any Lender or the Administrative Agent
hereunder or under any other Credit Document (it being understood that each of
the permitted exceptions to each of the covenants in this Section 9 is in
addition to, and not overlapping with, any other of such permitted exceptions
except to the extent expressly provided):  9.1  Indebtedness. 
Create, incur, assume or suffer to exist any Indebtedness, except:  74 
   (a)the
Indebtedness outstanding on the Closing Date and reflected on Schedule 9.1(a),
including the refinancing of any such Indebtedness on terms and conditions
taken as a whole no less favorable to the Borrower and its Subsidiaries or the
Lenders;  (b)Indebtedness
consisting of the Loans and Bankers Acceptances and in connection with the
Letters of Credit and this Agreement;  (c)Indebtedness
of the Borrower in respect of:  (i) (A) up to $225,000,000 aggregate principal amount of Bridge
Subordinated Debt issued on or prior to the Closing Date, and additional
principal amount of Bridge Subordinated Debt issued in lieu of cash interest on
the outstanding Bridge Subordinated Debt and otherwise as contemplated by the
Bridge Loan Agreement upon exchange of Bridge Subordinated Debt into exchange
notes or (B) up to $225,000,000 aggregate principal amount of Senior
Subordinated Notes issued on the Closing Date; and  (ii) Permanent Subordinated Debt in an aggregate principal amount at
any time outstanding not to exceed the sum of (A) $365,000,000 in aggregate
principal amount of Permanent Subordinated Debt (or any refinancing thereof
permitted hereunder) plus (B) 6% of such amount for related fees and
expenses; provided that the Net Proceeds of any such Indebtedness in
excess of the then outstanding aggregate principal amount of the Specified Debt
issued or permitted by subsection 9.1(c)(i) plus 6% of such amount for
related fees and expenses plus the accreted value of the Senior
Subordinated Notes (or any refinancing thereof permitted hereunder) (including
all accrued and accreted interest on such Indebtedness and the amount of all
expenses, premiums or penalties associated therewith) (such amount the
Permitted Specified Debt Amount) shall be applied to prepay the Tranche C
Term Loans in accordance with subsection 5.4(b)(iii), subject to the provisions
of subsection 5.4(e);  (d)Indebtedness
(i) of the Borrower to any Subsidiary, (ii) of any Domestic Subsidiary (with
respect to which the requirements of subsection 8.9 have been satisfied) to the
Borrower or any other Subsidiary, and (iii) of any Foreign Subsidiary to the
Borrower or any other Subsidiary in an aggregate principal amount for all
Foreign Subsidiaries at any time outstanding not to exceed $35,000,000 (plus
the sum of any amounts dividended or distributed by any Foreign Subsidiary to
the Borrower or any Domestic Subsidiary), minus the sum of the amount of
(A) any Indebtedness outstanding pursuant to subsection 9.1(j), (B) the amount
of any investments made in a Foreign Subsidiary pursuant to subsection
9.6(b)(iv) and (C) the amount of any guarantees of obligations of Foreign
Subsidiaries pursuant to subsection 9.3(c)(ii).  For purpose of this subsection 9.1(d), the payment, or
intercompany loans or advances for such purpose, by the Borrower or any
Subsidiary of expenses and operating costs of the Borrower or any Subsidiary
(x) incurred in the ordinary course of business (provided that, any such
payment by the Borrower or any Subsidiary of expenses and operating costs of
Foreign Subsidiaries of the Borrower pursuant to this clause shall be promptly
repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have
funds available to make such repayment and any such repayment shall not
increase the amount of loans which may be made to such Foreign Subsidiaries
pursuant to clause (iii) of this paragraph) or (y) incurred in association with
the initial establishment, start up and capitalization of the Borrower and its
Subsidiaries shall not be considered to be a loan, advance, dividend or other
investment, and shall be permitted under this Agreement and such payments shall
not reduce any permitted amounts to be so made as specified herein;  (e)other
unsecured Indebtedness of the Borrower and its Subsidiaries in an aggregate
principal amount at any one time outstanding not in excess of $35,000,000;  75 
   (f)Indebtedness
in respect of letters of credit or surety bonds (other than Letters of Credit
issued hereunder) in an aggregate principal amount equal to $10,000,000 at any
one time outstanding;  (g)(i)
Indebtedness of the Borrower or any of its Subsidiaries assumed in connection
with acquisitions permitted by subsection 9.6(g) (so long as such Indebtedness
was not incurred in anticipation of such acquisitions), (ii) Indebtedness of
newly acquired Subsidiaries of the Borrower acquired in such acquisitions (so
long as such Indebtedness was not incurred in anticipation of such acquisition)
and (iii) Indebtedness of the Borrower or any of its Subsidiaries owed to the
seller in any acquisition permitted by subsection 9.6(g) constituting part of
the purchase price thereof, all of which Indebtedness permitted by this
subsection 9.1(g) shall not exceed in the aggregate at any one time $20,000,000
outstanding;  (h)Indebtedness
in connection with workmens compensation obligations and general liability
exposure of the Borrower and its Subsidiaries;  (i)additional
unsecured subordinated Indebtedness of the Borrower and its Subsidiaries in an
aggregate principal amount at any time outstanding not to exceed (i)
$25,000,000 plus (ii) any additional principal amount of such
Indebtedness issued in lieu of cash interest on such outstanding Indebtedness
or any refinancing thereof; provided that (i) no part of the principal
amount of such Indebtedness shall have a maturity date earlier than the
one-year anniversary of the final Tranche C Installment Payment Date, (ii) the
non-default cash interest rate thereon shall not exceed 13% per annum, and
(iii) such Indebtedness shall be subordinated to the obligations of the Credit
Parties under the Credit Documents on customary terms and conditions;  (j)Indebtedness
of Foreign Subsidiaries of the Borrower in an aggregate principal amount at any
time outstanding not in excess of the equivalent at the date of each incurrence
thereof of $35,000,000; and  (k)Indebtedness
of the Borrower and its Subsidiaries for industrial revenue bonds or other
similar governmental and municipal bonds, for the deferred purchase price of
newly acquired property and to finance equipment of the Borrower and its
Subsidiaries (pursuant to purchase money mortgages or otherwise and whether
owed to the seller or a third party) used in the ordinary course of business (provided
such financing is entered into within 180 days of the acquisition of such
property) of the Borrower and its Subsidiaries in an amount (based on the
remaining balance of the obligations therefor on the books of the Borrower and
its Subsidiaries) which shall not exceed $25,000,000 in the aggregate at any
one time outstanding and Indebtedness of the Borrower and its Subsidiaries in
respect of Financing Leases to the extent subsections 9.7 and 9.9 would not be
contravened.  9.2  Limitation on Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, assets, income or profits, whether now owned or
hereafter acquired, except:  (a)Liens
for taxes, assessments or other governmental charges not yet delinquent or
which are being contested in good faith and by appropriate proceedings if
adequate reserves with respect thereto are maintained on the books of the
Borrower or the relevant Subsidiary, as the case may be, in accordance with
GAAP;  (b)carriers,
warehousemens, mechanics, landlords, materialmens, repairmens or other
like Liens arising in the ordinary course of business in respect of obligations
which are not yet due or which are bonded or which are being contested in good
faith and by appropriate  76 
   proceedings if adequate reserves with respect thereto are maintained on
the books of the Borrower or the relevant Subsidiary, as the case may be, in
accordance with GAAP;  (c)pledges
or deposits in connection with workmens compensation, unemployment insurance
and other social security legislation;  (d)deposits
to secure the performance of bids, tenders, trade or government contracts
(other than for borrowed money), leases, licenses, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;  (e)easements
(including, without limitation, reciprocal easement agreements), rights-of-way,
building, zoning and similar restrictions, utility agreements, covenants,
reservations, restrictions, encroachments, changes, and other similar
encumbrances or title defects incurred, or leases or subleases granted to
others, in the ordinary course of business, which do not in the aggregate
materially detract from the aggregate value of the properties of the Borrower
and its Subsidiaries, taken as a whole, or in the aggregate materially
interfere with or adversely affect in any material respect the ordinary conduct
of the business of the Borrower and its Subsidiaries on the properties subject
thereto, taken as a whole;  (f)Liens
in favor of the Administrative Agent and the Lenders pursuant to the Credit
Documents, including Liens pursuant to the Credit Documents in respect of
Interest Rate Agreements, and bankers liens arising by operation of law;  (g)Liens
on property of the Borrower or any of its Subsidiaries created solely for the
purpose of securing (i) Indebtedness not exceeding $20,000,000 in aggregate
amount at any time outstanding permitted by subsection 9.1(g) (so long as in
the case of clauses (i) and (ii) of subsection 9.1(g) such Lien was not
incurred in anticipation of the related acquisition), (ii) Indebtedness not
exceeding $35,000,000 in aggregate amount at any time outstanding permitted by
subsection 9.1(j), so long as such Liens affect only assets located outside of
Canada and the United States, or (iii) Indebtedness permitted by subsection
9.1(k) representing or incurred to finance, refinance or refund the purchase
price of property; provided that no such Lien incurred in connection
with Indebtedness pursuant to subsection 9.1(g) or 9.1(k) shall extend to or
cover other property of the Borrower or such Subsidiary other than the
respective property so acquired, and the principal amount of Indebtedness
secured by any such Lien shall at no time exceed the original purchase price of
such property;  (h)Liens
existing on the Closing Date after giving effect to the consummation of the
Transactions and described in subsection 6.13 or Schedule 9.2(h) (including the
extension of any Liens listed on such Schedule relating to any Indebtedness
permitted under subsection 9.1(a) in connection with any refinancing of such
Indebtedness permitted by such subsection and any Liens securing Indebtedness
to be repaid on the Closing Date to the extent the Borrower has made
arrangements to terminate such Liens in a manner satisfactory to the
Administrative Agent); provided that (i) no such Lien shall extend to or
cover other property of the Borrower or its Subsidiaries other than the
respective property so encumbered and (ii) the principal amount of Indebtedness
secured by any such Lien shall at no time exceed the original principal amount
of the Indebtedness so secured;  (i)Liens
on documents of title and the property covered thereby securing Indebtedness in
respect of the Commercial L/Cs;  77 
   (j)(i)
mortgages, liens, security interests, restrictions, encumbrances or any other
matter of record that have been placed by any developer, landlord or other
third party on property over which the Borrower or any of its Subsidiaries has
easement rights or on any Leased Property and subordination or similar
agreements relating thereto and (ii) any condemnation or eminent domain
proceedings affecting any real property;  (k)Liens
in connection with workmens compensation obligations and general liability
exposure of the Borrower and its Subsidiaries;  (l)Liens
on goods (and proceeds thereof) financed with drawings under commercial letters
of credit securing reimbursement obligations in respect of such commercial
letters of credit issued in accordance with the terms of this Agreement; and  (m)Liens
in connection with Commodity Hedging Agreements and Interest Rate Agreements
entered into by the Borrower in the ordinary course of business.  9.3  Limitation on Contingent Obligations.  Create, incur, assume or suffer to exist any
Contingent Obligation except:  (a)the
Guarantees;  (b)other
guarantees by the Borrower incurred in the ordinary course of business for an
aggregate amount not to exceed $5,000,000 at any one time;  (c)guarantees
by the Borrower or any Domestic Subsidiary (i) of obligations of Domestic
Subsidiaries of the Borrower or the Borrower and (ii) of obligations of Foreign
Subsidiaries of the Borrower in an aggregate principal amount at any one time
not to exceed $35,000,000 (plus the sum of any amounts dividended or
distributed by such Foreign Subsidiaries to the Borrower or any Domestic
Subsidiary), as reduced by amounts outstanding in accordance with subsections
9.1(d)(iii), 9.1(j) or 9.6(b)(iv); provided that, in each case, if the
primary obligation being guaranteed is subordinated, such guarantees are
subordinated to the Guarantees on substantially the same basis as such primary
obligation is subordinated to the Loans. 
For purpose of this subsection 9.3(c), the payment, or intercompany
loans or advances for such purpose, by the Borrower or any Subsidiary of
expenses and operating costs of the Borrower or any Subsidiary (x) incurred in
the ordinary course of business (provided that, any such payment by the
Borrower or any Subsidiary of expenses and operating costs of Foreign
Subsidiaries of the Borrower pursuant to this clause shall be promptly repaid
by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds
available to make such repayment and any such repayment shall not increase the
amount of guarantees permitted pursuant to clause (ii) of this paragraph) or
(y) incurred in association with the initial establishment, start up and
capitalization of the Borrower and its Subsidiaries shall not be considered to
be a loan, advance, dividend or other investment, and shall be permitted under
this Agreement and such payments shall not reduce any permitted amounts to be
so made as specified herein;  (d)Contingent
Obligations existing on the Closing Date and described in Schedule 9.3(d) and
Contingent Obligations relating to any Indebtedness permitted under subsection
9.1(a);  (e)guarantees
of obligations to third parties in connection with relocation of employees of
the Borrower or any of its Subsidiaries, in an amount which, together with all
loans and advances made pursuant to subsection 9.6(f), shall not exceed
$7,500,000 at any time outstanding;  78 
   (f)Contingent
Obligations in connection with workmens compensation obligations and general
liability exposure of the Borrower and its Subsidiaries; and  (g)subordinated
guarantees in respect of (i) Indebtedness permitted under subsection 9.1(i) and
(ii) the Specified Debt issued by Subsidiaries of the Borrower which have also
issued Guarantees; provided that such subordinated guarantees are
subordinated to the Guarantees on substantially the same basis as such
Indebtedness is subordinated to the Loans.  9.4  Prohibition of Fundamental Changes.  Enter into any merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or engage in any type of business other than of
the same general type now conducted by it, except (a) for the transactions
otherwise permitted pursuant to clause (b) of subsection 9.5, (b) any Domestic
Subsidiary of the Borrower may be merged with and into the Borrower or a wholly
owned Domestic Subsidiary of the Borrower, (c) any Foreign Subsidiary of the
Borrower may be merged with and into the Borrower or a wholly owned Subsidiary
of the Borrower, (d) Subsidiaries with a net book value not greater than
$100,000 may be dissolved and (e) any Subsidiary may otherwise be dissolved; provided
that upon dissolution, the assets of such Subsidiary are transferred to the
Borrower or one of its wholly owned Domestic Subsidiaries (or, in the case of a
dissolution of a Foreign Subsidiary, such assets are transferred to the
Borrower or one of its wholly owned Subsidiaries) on the terms and subject to
the conditions set forth in subsection 9.5(b).  9.5  Prohibition on Sale of Assets.  Convey, sell, lease (other than a sublease
of real property), assign, transfer or otherwise dispose of (including through
a transaction of merger or consolidation of any Subsidiary) any of its
property, business or assets (including, without limitation, other payments and
receivables but excluding leasehold interests), whether now owned or hereafter
acquired, except:  (a)for
sales or other dispositions of inventory in the ordinary course of business;  (b)that
the Borrower or any Subsidiary of the Borrower may sell, lease, transfer, or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to, and any Subsidiary of the Borrower may merge with and into, the
Borrower or a wholly owned Domestic Subsidiary of the Borrower (or, in the case
of any Foreign Subsidiary of the Borrower, the Borrower or a wholly owned
Subsidiary of the Borrower), and the Borrower or any Subsidiary of the Borrower
may sell or otherwise dispose of, or part with control of any or all of, the
Capital Stock of any Subsidiary to a wholly owned Domestic Subsidiary of the
Borrower or the Borrower; provided that (i) no such transaction may be
effected if it would result in the transfer of any assets of, or any Capital
Stock of, the Borrower or a Subsidiary to, or the merger with and into, another
Subsidiary all of the Capital Stock of which owned by the Borrower or any
Subsidiary has not been pledged to the Administrative Agent and which has not
guaranteed the obligations of the Borrower, for the benefit of the Lenders,
under the Notes and this Agreement, and granted liens or security interests in
favor of the Administrative Agent, for the benefit of the Lenders, on
substantially all of its assets to secure such guarantee, pursuant to a guarantee,
security agreement and other documentation reasonably satisfactory to the
Administrative Agent and (ii) the Borrower shall not transfer all or
substantially all of its assets pursuant to this paragraph;  (c)leases
of Fee Properties and other real property owned in fee;  (d)any
condemnation or eminent domain proceedings affecting any real property; provided
that the parties hereto agree that the net proceeds received in connection with
such  79 
   proceeding shall be deemed not to constitute Net Proceeds if such net
proceeds are reinvested in new or existing properties within eighteen months;  (e)substantially
like-kind exchanges of real property or equipment; provided that only
any cash received by the Borrower or any Subsidiary of the Borrower in
connection with such an exchange (net of all costs and expenses incurred in
connection with such transaction or with the commencement of operation of real
property received in such exchange) shall be deemed to be Net Proceeds and
shall be applied as provided for in subsection 5.4(b)(iv);  (f)for
the sale or other disposition of any property that, in the reasonable judgment
of the Borrower has become uneconomic, obsolete or worn out, and which is sold
or disposed of in the ordinary course of business;  (g)for
the sale or other disposition of any property the aggregate amount of the net
proceeds received in respect of which shall not exceed $10,000,000 during the
term of this Agreement after the Closing Date; and  (h)any
sale or disposition of any interest in property; provided that (i) the
net proceeds of any such sale shall constitute Net Proceeds only to the extent
such net proceeds are not reinvested in new or existing properties within
twelve months from the date of such sale, (ii) if the property so sold
constituted Collateral under the Security Documents then any property purchased
with the net proceeds thereof shall be mortgaged or pledged, as the case may
be, for the benefit of the Lenders if required by subsection 8.9 and in
accordance therewith and (iii) the aggregate outstanding amount of net proceeds
held by the Borrower and its Subsidiaries at any time for reinvestment in
respect of any property sold pursuant to this paragraph shall not exceed $15,000,000;  (i)for
the sale or other disposition of the Photography Division and the Recognition
Division; provided that (i) 50% of the net proceeds shall constitute Net
Proceeds to be applied to the Term Loans in accordance with subsection
5.4(b)(iv), (ii) 50% of the net proceeds of any such sale shall constitute Net
Proceeds only to the extent such net proceeds are not reinvested in new or
existing properties within twelve months from the date of such sale and (iii)
if the property so sold constituted Collateral under the Security Documents
then any property purchased with the net proceeds thereof shall be mortgaged or
pledged, as the case may be, for the benefit of the Lenders if required by
subsection 8.9 and in accordance therewith; and  (j)any
sale or other disposition of any minority interests in a joint venture or other
Person.  9.6  Limitation on Investments, Loans and
Advances.  Make any advance, loan,
extension of credit or capital contribution to, or purchase any stock, bonds,
notes, debentures or other securities of, or make any other investment in
(including, without limitation, any acquisition of all or any substantial
portion of the assets, and any acquisition of a business or a product line, of
other companies, other than the acquisition of inventory in the ordinary course
of business), any Person (except to the extent permitted by Section 9.7 or
9.11), except:  (a)loans
or advances, to the extent, in each case, the Indebtedness created thereby is
permitted by subsection 9.1(d);  (b)(i)
any Subsidiary may make investments in the Borrower (by way of capital
contribution or otherwise), (ii) the Borrower and any Subsidiary may make
investments in, or  80 
   create, any wholly owned Domestic Subsidiary (by way of capital
contribution or otherwise) or make investments permitted by subsection 9.5(b); provided
that, in any such case, the requirements of subsection 8.9 are satisfied, (iii)
the Borrower and any Subsidiary may make investments in any Subsidiary financed
with contributions of equity after the Closing Date directly or indirectly to
the entity making such investment from the Investor Group or their Affiliates,
and (iv) the Borrower and any Subsidiary may make investments in, or create,
any Foreign Subsidiary (by way of capital contribution or otherwise) or make
investments permitted by subsection 9.5(b); provided that (x) the
requirements of subsection 8.9 are satisfied and (y) the aggregate amount at
any one time of all investments in such Foreign Subsidiaries shall not exceed
(I) $35,000,000 (plus the sum of any amounts dividended or
distributed by such Foreign Subsidiaries to the Borrower or any Domestic
Subsidiary), minus (II) the amount of any Indebtedness of any
Foreign Subsidiary at any such time outstanding in accordance with subsection
9.1(j) or 9.3(c)(ii);  (c)the
Borrower and its Subsidiaries may (i) invest in, acquire and hold Cash
Equivalents and Investment Grade Securities (ii) make loans in an aggregate
amount at any time outstanding not to exceed $1,000,000 in connection with a
sale of assets permitted by subsection 9.5;  (d)the
Borrower and its Subsidiaries may make payroll advances in the ordinary course
of business (including advances against commissions);  (e)the
Borrower and its Subsidiaries may acquire and hold receivables owing to it, if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms (provided that
nothing in this clause (e) shall prevent the Borrower or any of its
Subsidiaries from offering such concessionary trade terms, or from receiving
such investments, in connection with the bankruptcy or reorganization of their
respective suppliers or customers or the settlement of disputes with such
customers or suppliers arising in the ordinary course of business, as
management deems reasonable in the circumstances);  (f)the
Borrower or any of its Subsidiaries may make travel and entertainment advances
and relocation and other loans to officers and employees of the Borrower or any
such Subsidiary; provided that the aggregate principal amount of all
such loans and advances outstanding at any one time, together with the
guarantees of such loans and advances made pursuant to subsection 9.3(e), shall
not exceed $7,500,000 at any one time outstanding; and  (g)the
Borrower and its Subsidiaries may make expenditures to acquire all or a portion
of the Capital Stock or assets of any Person engaged primarily in one or more
businesses in which the Borrower and its Subsidiaries are engaged or directly
related thereto; provided that, after giving pro  forma
effect to any such acquisition and the financing thereof, (i) the amount of the
expenditures in connection with such acquisition does not exceed $30,000,000
without the prior written consent of the Required Lenders, (ii) the provisions
of subsection 8.9 are satisfied, (iii) the Borrower is in compliance with
subsections 9.9 and 9.10 as of the end of the immediately preceding fiscal
quarter for which the appropriate financial information is available; provided
that the last four fiscal quarters of Consolidated EBITDA (as may be adjusted
for identified post acquisition cost savings reasonably agreed to by the
Borrower and the Administrative Agent) of each acquired company, business or
group of assets during the testing period shall be added for purposes of
determining compliance with such subsections, and (iv) no Default or Event
of Default has occurred and is continuing or would result therefrom; and  81 
   (h)the
Borrower or any of its Subsidiaries may make investments in, or loans or
investments to or expenditures relating to, joint ventures or other Persons
engaged primarily in one or more businesses in which the Borrower and its
Subsidiaries are engaged or generally related thereto in an aggregate amount
not to exceed (i) $20,000,000 in the aggregate after the Closing Date or (ii)
$12,500,000 in the aggregate after the Closing Date in connection with
expenditures relating to such investments (plus the sum of (A) any
amounts dividended or distributed to the Borrower or any Domestic Subsidiary of
the Borrower (whichever party is making such investment, loan or expenditure)
by such joint venture or other Person, (B) the net cash proceeds of any
issuance of Capital Stock by the Borrower to, or any capital contribution to
the Borrower by, the Investor Group or its Affiliates (which has not been used
to increase the Base Amount of Capital Expenditures permitted under subsection
9.7 for any period) and/or any incurrence of Indebtedness permitted under
subsection 9.1(i) in respect of loans made by the Investor Group or its
Affiliates and (C) any amounts from sales or distributions permitted by
subsection 9.5(j)); provided that at the time of and after giving effect
thereto no Default or Event of Default shall have occurred and be continuing or
would result therefrom.  For purposes
of this subsection 9.6, the payment, or intercompany loans or advances for such
purpose, by the Borrower or any Subsidiary of expenses and operating costs of
the Borrower or any Subsidiary (x) incurred in the ordinary course of business
(provided that, any such payment by the Borrower or any Subsidiary of
expenses and operating costs of Foreign Subsidiaries of the Borrower pursuant
to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as
such Foreign Subsidiaries have funds available to make such repayment) or (y)
incurred in association with the initial establishment, start up and capitalization
of the Borrower and its Subsidiaries shall not be considered to be a loan,
advance, dividend or other investment, and shall be permitted under this
Agreement and such payments shall not reduce any permitted amounts to be so
made as specified herein.  9.7  Capital Expenditures.  Make or commit to make any Capital
Expenditures, except that the Borrower and its Subsidiaries may make or commit
to make Capital Expenditures not exceeding the amount set forth below (the Base
Amount) for each of the fiscal years or periods of the Borrower (or other
period) set forth below:  82 
   Fiscal Year
  or Period
  
  Base AmountClosing Date
  to the end of
  FY 2000
  
  $
  40,000,000FY 2001
  
  $
  50,000,000FY 2002
  
  $
  32,000,000FY 2003
  
  $
  30,000,000FY 2004
  
  $
  30,000,000FY 2005 and thereafter
  
  $
  30,000,000  provided
that (i) for any period set forth above, the Base Amount set forth above may be
increased by a maximum of 50% of the Base Amount for any such period by
carrying over to any such period any portion of the Base Amount (as increased)
not spent in the immediately preceding period, (ii) for each period of the
Borrower, the Base Amount for such period set forth above shall be increased by
the amount of any net cash proceeds from the issuance of Capital Stock of the
Borrower to, or any capital contribution to the Borrower by, the Investor Group
or its Affiliates and (iii) for each period of the Borrower, the Base Amount
for such period set forth above shall be increased in the event any Person or
assets of such Person (an Acquired Person) is acquired as permitted
herein by an amount equal to 110% of the amount of capital expenditures
(determined in accordance with GAAP) of such Acquired Person for the twelve
months prior to the date it was acquired (Acquired Capital Expenditures);
provided that, with respect to the fiscal year in which such Person
becomes an Acquired Person, the Base Amount shall be increased by the product
of (A) the Acquired Capital Expenditures of such Acquired Person times
(B) a fraction, the numerator of which is the number of days remaining in the
fiscal year of the Borrower in which such Acquired Person was acquired and the
denominator of which is 365; and provided, further, that, notwithstanding
anything to the contrary herein, additional Capital Expenditures may be made
with net proceeds received in property sales or dispositions under subsection
9.5(g), 9.5(h) or 9.5(i).  9.8  Interest Rate Agreements.  Enter into, create, incur, assume or suffer
to exist any Interest Rate Agreements or obligations in respect thereof except
in the ordinary course of business for non-speculative purposes.  9.9  Debt to EBITDA. 
At the last day of any fiscal quarter set forth below, permit the ratio
(the Leverage Ratio) of Consolidated Indebtedness (excluding seasonal
borrowings occurring in the third fiscal quarter of the Borrower which shall be
calculated as the lesser of (i) $85,000,000 and (ii) the amount of
Revolving Credit Loans outstanding on the date of such calculation) as of such
day to Consolidated EBITDA for the period of twelve months ending on such day
to be greater than the ratio set forth below for such fiscal quarter; provided
that, for purposes of calculating Consolidated EBITDA, any costs related to
employee and business terminations described in the definition of consolidated
net income contained in the Offering Memorandum shall be excluded; and provided
further that, with respect to any acquisition permitted by subsection
9.6(g), the last four fiscal quarters of Consolidated EBITDA (as may be
adjusted for post acquisition cost savings reasonably agreed to by the Borrower
and the Administrative Agent) of the acquired company shall be added for the
purposes of calculating this ratio:  83 
   Fiscal
  Year
  
  Fiscal Quarter
  
  Ratio2000
  
  Fourth
  
  6.00 to 1.002001
  
  First
  
  6.00 to 1.00Second
  
  5.75 to 1.00Third
  
  5.75 to 1.00Fourth
  
  5.50 to 1.002002
  
  First
  
  5.25 to 1.00Second
  
  5.25 to 1.00Third
  
  5.00 to 1.00Fourth
  
  4.75 to 1.002003
  
  First
  
  4.75 to 1.00Second
  
  4.50 to 1.00Third
  
  4.50 to 1.00Fourth
  
  4.25 to 1.002004
  
  First
  
  4.25 to 1.00Second
  
  4.00 to 1.00Third
  
  4.00 to 1.00Fourth
  
  3.75 to 1.002005
  
  First
  
  3.50 to 1.00Second
  
  3.50 to 1.00Third
  
  3.50 to 1.00Fourth
  
  3.50 to 1.002006
  
  First
  
  3.00 to 1.00Second
  
  3.00 to 1.00Third
  
  3.00 to 1.00Fourth
  
  3.00 to 1.002007
  
  First
  
  3.00 to 1.00Second
  
  3.00 to 1.00Third
  
  3.00 to 1.00Fourth
  
  3.00 to 1.002008
  and thereafter
  
  
  
  3.00 to 1.00  9.10  Interest Coverage.  At the last day of any fiscal quarter set forth below, permit the
Interest Coverage Ratio to be less than the ratio set forth below for such
fiscal quarter; provided that, for purposes of calculating Consolidated
EBITDA, any costs related to employee and business terminations described in
the definition of  consolidated net
income contained in the Offering Memorandum shall be excluded:  84 
   Fiscal
  Year
  
  Fiscal Quarter
  
  Interest Coverage Ratio2000
  
  Fourth
  
  1.50 to 1.002001
  
  First
  
  1.50 to 1.00Second
  
  1.50 to 1.00Third
  
  1.50 to 1.00Fourth
  
  1.65 to 1.002002
  
  First
  
  1.70 to 1.00Second
  
  1.70 to 1.00Third
  
  1.75 to 1.00Fourth
  
  1.90 to 1.002003
  
  First
  
  1.90 to 1.00Second
  
  2.00 to 1.00Third
  
  2.00 to 1.00Fourth
  
  2.25 to 1.002004
  
  First
  
  2.25 to 1.00Second
  
  2.25 to 1.00Third
  
  2.25 to 1.00Fourth
  
  2.50 to 1.002005
  
  First
  
  2.75 to 1.00Second
  
  2.75 to 1.00Third
  
  2.75 to 1.00Fourth
  
  2.75 to 1.002006
  
  First
  
  3.00 to 1.00Second
  
  3.00 to 1.00Third
  
  3.00 to 1.00Fourth
  
  3.00 to 1.002007
  
  First
  
  3.00 to 1.00Second
  
  3.00 to 1.00Third
  
  3.00 to 1.00Fourth
  
  3.00 to 1.002008
  and thereafter
  
  
  
  3.00 to 1.00  9.11  Limitation on Dividends.  Declare any dividends on any shares of any
class of Capital Stock, or make any payment on account of, or set apart assets
for a sinking or other analogous fund for, the purchase, redemption, retirement
or other acquisition of any shares of any class of Capital Stock, or any
warrants or options to purchase such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Borrower or
any of its Subsidiaries; except that:  (a)Subsidiaries
may pay dividends to the Borrower or to Domestic Subsidiaries of the Borrower
which are directly or indirectly wholly owned by the Borrower (or, in case of
Foreign  85 
   Subsidiaries, to the Borrower or to Subsidiaries of the Borrower which
are directly or indirectly wholly owned by the Borrower) and any Foreign
Subsidiary of the Borrower organized under the laws of Ireland may pay
dividends to its employee shareholders as part of such employee shareholders
compensation package;  (b)the
Borrower and its Subsidiaries may pay or make dividends or distributions to any
holder of its Capital Stock in the form of additional shares of Capital Stock
of the same class and type;  (c)the
Borrower may repurchase shares of Capital Stock of the Borrower owned by
former, present or future employees of the Borrower or its Subsidiaries or
their assigns, estates and heirs; provided that the aggregate amount
expended by the Borrower pursuant to this clause (c) shall not in the
aggregate exceed (i) $7,500,000 in any fiscal year or
(ii) $15,000,000 during the term of this Agreement after the Closing Date,
plus any amounts contributed to the Borrower as a result of resales of such
repurchased shares of Capital Stock;  (d)the
Borrower may redeem Preferred Stock or any outstanding Senior Subordinated
Notes with the proceeds of the issuance of Capital Stock so long as such
proceeds are not required to be applied to prepay any Loans pursuant to
subsection 5.4(b)(i) and provided that the aggregate amount expended by
the Borrower pursuant to this clause (d) shall not exceed $60,000,000
during the term of this Agreement after the Closing Date;  (e)subject
to compliance with subsection 5.4(b)(v), the Borrower may repurchase Class A
common stock, Preferred Stock and other Capital Stock of the Borrower (the Borrower
Capital Stock) or redeem any outstanding Senior Subordinated Notes with
any Excess Cash Flow which is not applied to prepay the Term Loans in
accordance with subsection 5.4(b)(v); provided that no Default or Event
of Default exists at the time of, or would result from, such redemptions or
repurchases;  (f)the
Borrower may repurchase Borrower Capital Stock and Senior Subordinated Notes; provided
that (i) the aggregate amount expended by the Borrower pursuant to this
clause (f) shall not exceed $25,000,000 during the term of this Agreement
after the Closing Date, (ii) the Borrower is in pro forma compliance
with the financial covenants as set forth in Section 9.9 and Section 9.10 (for
purposes of this subsection 9.11(f) only, such pro forma compliance shall be
determined after giving effect to such redemptions and repurchases, and any
occurrence of Indebtedness in connection therewith, on a pro forma basis as of
the last day of the most recent fiscal quarter for which financial statements
have been delivered pursuant to Section 8.1) and (iii) no Default or Event
of Default exists at the time of, or would result from, such repurchases;  (g)the
Borrower may repurchase Borrower Capital Stock and Senior Subordinated Notes; provided
that (i) the aggregate amount expended by the Borrower pursuant to this
clause (g) shall not exceed $25,000,000 during the term of this Agreement
after the Closing Date, (ii) the Senior Leverage Ratio is less than 3.00:1.00,
determined after giving effect to such repurchases on a pro forma basis
as of the last day of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 8.1, and (iii) no
Default or Event of Default exists at the time of, or would result from, such repurchases;
and provided  further that the Borrower shall not make such
repurchases as set forth in this clause (g) until the Borrower has expended the
total aggregate amount in respect of repurchases permitted pursuant to
paragraph (f) of subsection 9.11;  86 
   (h)the
Borrower may repurchase Senior Subordinated Notes; provided that (i) the
aggregate amount expended by the Borrower pursuant to this clause (h)
shall not exceed $25,000,000 during the term of this Agreement after the
Closing Date, (ii) the Senior Leverage Ratio is less than 2.75:1.00, determined
after giving effect to such repurchases on a pro forma basis as of the
last day of the most recent fiscal quarter for which financial statements have
been delivered pursuant to Section 8.1, and (iii) no Default or Event of
Default exists at the time of, or would result from, such repurchases; and provided
further that the Borrower shall not make such repurchases as set forth
in this clause (h) until the Borrower has expended the total aggregate amount
in respect of repurchases permitted pursuant to paragraphs (f) and (g) of
subsection 9.11; and  (i)Notwithstanding
anything to the contrary in this Agreement, any holder of shares of the
Borrowers Class E common stock may exchange such shares for shares of the
Borrowers Class A common stock at any time.  9.12  Transactions with Affiliates.  Enter into any transaction, including,
without limitation, any purchase, sale, lease or exchange of property or the
rendering of any service, with any Affiliate except for transactions which are
otherwise permitted under this Agreement and which are in the ordinary course
of the Borrowers or a Subsidiarys business and which are upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than it
would obtain in a hypothetical comparable arms length transaction with a
Person not an Affiliate; provided that nothing in this subsection 9.12
shall prohibit the Borrower or its Subsidiaries from engaging in the following
transactions: (x) the performance of the Borrowers or any Subsidiarys
obligations under any employment contract, collective bargaining agreement,
employee benefit plan, related trust agreement or any other similar arrangement
heretofore or hereafter entered into in the ordinary course of business, (y)
the payment of compensation to employees, officers, directors or consultants in
the ordinary course of business or (z) the maintenance of benefit programs or
arrangements for employees, officers or directors, including, without
limitation, vacation plans, health and life insurance plans, deferred
compensation plans, and retirement or savings plans and similar plans, in each
case, in the ordinary course of business.  9.13  Limitation on Changes in Fiscal Year.  Permit the fiscal year of the Borrower to
end on a day other than on the Saturday closest to December 31 in any calendar
year.  9.14  Limitation on Lines of Business.  Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower or
any Subsidiary is engaged on the date of this Agreement (or which are directly
related thereto or generally related 
thereto, including, without limitation, the provision of goods or
services related to educational institutions, parents and students and the
recognition businesses).  9.15  Amendments to Certain Documents.  Amend, modify, waive or terminate any
provisions of the Merger Agreement in a manner which is materially adverse to
the Borrower or the Lenders, without the consent of the Administrative Agent,
which consent shall not be unreasonably withheld.  9.16  Limitation on Prepayments and
Amendments of Certain Debt.  (a)
Optionally prepay, retire, redeem, purchase, defease or exchange, or make or arrange
for any mandatory prepayment, retirement, redemption, purchase or defeasance of
any Indebtedness outstanding pursuant to subsection 9.1(i) or with respect to
any Specified Debt (other than (x) any redemption of the Specified Debt with
proceeds of Permanent Subordinated Debt as permitted by subsection 9.1(c), (y)
any refinancing of the Specified Debt contemplated in the definition thereof or
(z) any redemption of Specified Debt or Preferred Stock (1) with the proceeds
of the issuance of Capital Stock to the extent permitted by  87 
   subsection 5.4(b)(i) and 9.11(d) or (2) to the extent
permitted by subsections 9.11(e), (f), (g) and (h)), (b) waive, amend,
supplement, modify, terminate or release any of the provisions of any such
Indebtedness outstanding pursuant to subsection 9.1(i) if, after giving effect
to such waiver, amendment, supplement, modification, termination or release,
such Indebtedness would not have been permitted to be incurred pursuant to such
subsection, or (c) waive, amend, supplement, modify, terminate or release any
of the provisions with respect to any Specified Debt without the prior consent
of the Administrative Agent, to the extent that any such waiver, amendment,
supplement, modification, termination or release would be materially adverse to
the Lenders.  SECTION 10.  EVENTS OF DEFAULT  Upon the
occurrence and during the continuance of any of the following events:  (a)The
Borrower or the Canadian Borrower shall fail to (i) pay any principal of any
Loan, Bankers Acceptance or Note when due in accordance with the terms hereof
or thereof or to reimburse the Issuing Lender in accordance with subsection 3.8
or (ii) pay any interest on any Loan or Note or any fee or other amount payable
hereunder within five days after any such interest or other amount becomes due
in accordance with the terms thereof or hereof; or  (b)Any
representation or warranty made or deemed made by any Credit Party in any
Credit Document shall prove to have been incorrect in any material respect on
or as of the date made or deemed made; or  (c)The
Borrower shall default in the observance or performance of any agreement
contained in subsection 8.7(a) or 8.9 or Section 9 of this Agreement; or  (d)Any
Credit Party shall default in the observance or performance of any other
covenant or agreement contained in any Credit Document and such default shall
continue unremedied for a period of 30 days; or  (e)The
Borrower or any of its Subsidiaries shall (i) default in any payment of
principal of or interest on or other amounts in respect of any Indebtedness
(other than the Loans, the Bankers Acceptances, the L/C Obligations and any
inter-company debt) or Interest Rate Agreement or in the payment of any
Contingent Obligation, beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness, Interest Rate Agreement
or Contingent Obligation was created; or (ii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness, Interest Rate Agreement or Contingent Obligation or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness, the party or parties to such Interest Rate Agreements or
beneficiary or beneficiaries of such Contingent Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity, any applicable grace period having expired, such
Interest Rate Agreement to be terminated, any applicable grace period having
expired or such Contingent Obligation to become payable, any applicable grace
period having expired; in each case; provided that the aggregate
principal amount of all such Indebtedness, Interest Rate Agreements and
Contingent Obligations under which a default exists or which would then become
due or payable equals or exceeds $15,000,000; or  88 
   (f)(i)
The Borrower or any of its Subsidiaries shall commence any case, proceeding or
other action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its assets, or the Borrower or any of its Subsidiaries
shall make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against the Borrower or any of its Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above which
(A) results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period
of 60 days; or (iii) there shall be commenced against the Borrower or any of
its Subsidiaries any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or
any substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) the
Borrower or any of its Subsidiaries shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its
Subsidiaries shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due; or  (g)(i)
Any Person shall engage in any non-exempt prohibited transaction (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any accumulated funding deficiency (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in
favor of the PBGC or a Plan shall arise on the assets of the Borrower or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect
to, or proceedings shall commence to have a trustee appointed, or a trustee
shall be appointed, to administer or to terminate, any Single Employer Plan,
which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA,
(v) the Borrower or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Required Lenders is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan or (vi) any other events or conditions shall occur or exist
with respect to a Plan, and such event or condition, together with all other
such events or conditions, relating to a Plan, if any, would be reasonably
likely to subject the Borrower or any of its Subsidiaries to any tax, penalty
or other liabilities in the aggregate resulting in a material adverse effect to
the Borrower and its Subsidiaries taken as a whole; or  (h)One
or more judgments or decrees shall be entered against the Borrower or any of
its Subsidiaries involving in the aggregate a liability (to the extent not paid
or reserved for or to the extent not covered by insurance or indemnities to the
extent the Borrower, in its reasonable good faith judgment, believes that such
judgment or decree will be paid when due by the parties providing such
indemnities) of $15,000,000 or more and all such judgments or decrees shall not
have been vacated, discharged, paid, stayed or bonded pending appeal within the
time required by the terms of such judgment; or  (i)Any
Credit Document shall cease, for any reason, to be in full force and effect or
any Credit Party or any of its Subsidiaries shall so assert in writing, or any
Security Document shall cease to be effective to grant a perfected Lien on the
collateral described therein with the priority purported to be created thereby
(other than as a result of any action or inaction on the part of the  89 
   Administrative Agent or the Lenders), subject to such exceptions as may
be permitted therein or herein, and in the case of any Security Agreement, such
condition shall continue unremedied for 30 days after notice thereof to the
Borrower by the Administrative Agent or any Lender; or  (j)There
shall have occurred a Change of Control; or  (k)The
subordination provisions of any document governing any Indebtedness permitted
under subsection 9.1(c) or 9.1(i) (including, without limitation, the Senior
Subordinated Notes) shall cease, for any reason, to be valid or any Credit
Party or any of its Subsidiaries shall so assert in writing;  then, and in
any such event, (a) if such event is an Event of Default specified in clause
(i) or (ii) of paragraph (f) above with respect to the Borrower, automatically
(i) the Commitments shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement and
the Notes shall immediately become due and payable, and (ii) all obligations of
the Borrower in respect of the Letters of Credit, although contingent and
unmatured, shall become immediately due and payable and the Issuing Lenders
obligations to issue the Letters of Credit shall immediately terminate and (b)
if such event is any other Event of Default, so long as any such Event of
Default shall be continuing, either or both of the following actions may be
taken: (i) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrower, declare the Commitments and the Issuing
Lenders obligations to issue the Letters of Credit to be terminated forthwith,
whereupon the Commitments and such obligations shall immediately terminate; and
(ii) with the consent of the Required Lenders, the Administrative Agent may, or
upon the request of the Required Lenders, the Administrative Agent shall, by
notice of default to the Borrower, (A) declare all or a portion of the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the Notes to be due and payable forthwith, whereupon the
same shall immediately become due and payable, and (B) declare all or a portion
of the obligations of the Borrower in respect of the Letters of Credit,
although contingent and unmatured, to be due and payable forthwith, whereupon the
same shall immediately become due and payable and/or demand that the Borrower
discharge any or all of the obligations supported by the Letters of Credit by
paying or prepaying any amount due or to become due in respect of such
obligations.  All payments under this
Section 10 on account of undrawn Letters of Credit shall be made by the
Borrower directly to a cash collateral account established by the
Administrative Agent for such purpose for application to the Borrowers
reimbursement obligations under subsection 3.8 as drafts are presented under
the Letters of Credit, with the balance, if any, to be applied to the
Borrowers obligations under this Agreement and the Notes as the Administrative
Agent shall determine with the approval of the Required Lenders.  Except as expressly provided above in this
Section 10, presentment, demand, protest and all other notices of any kind are
hereby expressly waived.  SECTION 11.  THE ADMINISTRATIVE AGENT;
THE CANADIAN FRONTING LENDER; THE SYNDICATION AGENT AND THE ISSUING LENDER  11.1  Appointment. 
Each Lender hereby irrevocably designates and appoints JPMorgan Chase as
the Administrative Agent and Deutsche Bank Securities Inc. as the Syndication
Agent under this Agreement and irrevocably authorizes JPMorgan Chase as Administrative
Agent and Deutsche Bank Securities Inc. as Syndication Agent for such Lender to
take such action on its behalf under the provisions of the Credit Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent or the Syndication Agent by the terms of the Credit
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent and  the Syndication Agent shall not have any
duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship  90 
   with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the
Credit Documents or otherwise exist against the Administrative Agent or the
Syndication Agent.  11.2  Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement and each of the other Credit Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care, except as otherwise provided in subsection 11.3.  11.3  Exculpatory Provisions.  Neither the Administrative Agent, the
Canadian Fronting Lender nor any of their respective officers, directors,
employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with the Credit Documents (except for its or such Persons own gross
negligence or willful misconduct), or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Credit Party or any officer thereof contained in the Credit Documents or in
any certificate, report, statement or other document referred to or provided
for in, or received by the Administrative Agent or the Canadian Fronting Lender
under or in connection with, the Credit Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of the Credit
Documents or for any failure of any Credit Party to perform its obligations
thereunder.  Neither the Administrative
Agent nor the Canadian Fronting Lender shall be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, any Credit Document, or to
inspect the properties, books or records of any Credit Party.  11.4  Reliance by Administrative Agent
and Canadian Fronting Lender. 
The Administrative Agent and the Canadian Fronting Lender shall be
entitled to rely, and shall be fully protected in relying, upon any Note,
entries maintained in the Register, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent and the
Canadian Fronting Lender.  The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under any Credit Document
unless it shall first receive such advice or concurrence of the Required
Lenders (or, where a higher percentage of the Lenders is expressly required
hereunder, such Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.  The
Administrative Agent and the Canadian Fronting Lender shall in all cases be
fully protected in acting, or in refraining from acting, under any Credit
Document in accordance with a request of the Required Lenders (unless a higher
percentage of Lenders is expressly required), and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and all future holders of the Notes.  11.5  Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
the Administrative Agent has received written notice from a Lender or the
Borrower or any other Credit Party referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a notice of
default.  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
promptly give notice thereof to the Lenders. 
The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders;  91 
   provided
that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default
or Event of Default as it shall deem advisable in the best interests of the
Lenders.  11.6  Non-Relianceon Administrative Agent,
Syndication Agent and Other Lenders. 
Each Lender expressly acknowledges that neither the Administrative
Agent, the Syndication Agent, the Canadian Fronting Lender nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the Administrative
Agent or the Canadian Fronting Lender hereafter taken, including any review of
the affairs of the Credit Parties, shall be deemed to constitute any
representation or warranty by the Administrative Agent or the Canadian Fronting
Lender, respectively, to any Lender. 
Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent, the
Syndication Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and its Subsidiaries and made
its own decision to make its Loans hereunder and enter into this Agreement.  Each Lender also represents that it will,
independently and without reliance upon the Administrative Agent, the
Syndication Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
the Credit Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower and its Subsidiaries.  Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, financial and other
condition or creditworthiness of the Credit Parties which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.  11.7  Indemnification.  The Lenders agree to indemnify the Administrative Agent in its
capacity as such and the Revolving Credit Lenders agree to indemnify the
Canadian Fronting Lender in its capacity as such (in each case to the extent
not reimbursed by the Credit Parties and without limiting the obligation of the
Credit Parties to do so), ratably according to the respective amounts of their
respective Commitments (or, to the extent such Commitments have been
terminated, according to the respective outstanding principal amounts of the
Loans, Bankers Acceptances and the L/C Obligations and the respective
obligations, whether as Issuing Lender or a Participating Lender, under the
Letter of Credit), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including without
limitation at any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Administrative Agent or the Canadian
Fronting Lender, as applicable, in any way relating to or arising out of the
Credit Documents or any documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted by the
Administrative Agent or the Canadian Fronting Lender, as applicable under or in
connection with any of the foregoing; provided that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Administrative Agents or the Canadian Fronting
Lenders gross negligence or willful misconduct.  The agreements in this subsection 11.7 shall survive the
repayment of the Loans and all other amounts payable hereunder.  11.8  The Administrative Agent in its
Individual Capacity.  The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower and its
Subsidiaries as though the Administrative Agent were not the Administrative  92 
   Agent hereunder. 
With respect to its Loans made or renewed by it and any Note issued to
it, the Administrative Agent shall have the same rights and powers, duties and
liabilities under the Credit Documents as any Lender and may exercise the same
as though it were not the Administrative Agent and the terms Lender and
Lenders shall include the Administrative Agent in its individual capacity.  11.9  Successor Administrative Agent.  The Administrative Agent may resign as
Administrative Agent upon 30 days notice to the Lenders.  If the Administrative Agent shall resign as
Administrative Agent under the Credit Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders which
successor agent shall, so long as no Event of Default has occurred and is
continuing, be approved by the Borrower, which shall not unreasonably withhold
its approval, whereupon such successor agent shall succeed to the rights,
powers and duties of the Administrative Agent, and the term Administrative
Agent shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agents rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Notes. 
After any retiring Administrative Agents resignation hereunder as
Administrative Agent, the provisions of this Section 11 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under the Credit Documents.  11.10  Issuing Lender as Issuer of Letters
of Credit.  Each Revolving
Credit Lender hereby acknowledges that the provisions of this Section 11 shall
apply to the Issuing Lender, in its capacity as issuer of the Letters of
Credit, in the same manner as such provisions are expressly stated to apply to
the Administrative Agent, except that obligations to indemnify the Issuing
Lender shall be ratable among the Revolving Credit Lenders in accordance with
their respective Revolving Credit Commitments (or, if the Revolving Credit
Commitments have been terminated, the outstanding principal amount of their
respective Revolving Credit Loans and L/C Obligations and their respective
participating interests in the outstanding Letters of Credit).  11.11  Administrative Agent as Joint and
Several Creditor.  Solely for
purposes of the pledge of shares of Jostens Can Investments B.V., a Netherlands
corporation and Jostens International Holdings B.V., a Netherlands corporation,
the Borrower and each Lender agree that the Administrative Agent shall be the
joint and several creditor (together with the relevant Lenders) of each
obligation of the Borrower towards each Lender under the Credit Documents, and
that accordingly, the Administrative Agent will have its own independent right
to demand performance by the Borrower of those obligations.  However, (i) any discharge of any such
obligation to one of the Administrative Agent or a Lender shall, to the same
extent, discharge the corresponding obligation owing to the other, and (ii) a
Lender and the Administrative Agent shall not, by virtue of this subsection
11.11, be entitled to pursue the Borrower concurrently for the same obligation.  SECTION 12.  MISCELLANEOUS  12.1  Amendments and Waivers.  Except as otherwise expressly set forth in
this Agreement, no Credit Document nor any terms thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this subsection 12.1.  With the written
consent of the Required Lenders, the Administrative Agent and the respective
Credit Parties or their Subsidiaries may, from time to time, enter into written
amendments, supplements or modifications hereto for the purpose of adding any
provisions to any Credit Document to which they are parties or changing in any
manner the rights of the Lenders or of any such Credit Party or its
Subsidiaries thereunder or waiving, on such terms and conditions as the
Administrative Agent may specify in such instrument, any of the requirements of
any such Credit Document or any Default or Event of Default and its
consequences; provided that:  93 
   (a)no
such waiver and no such amendment, supplement or modification shall (i) release
all or substantially all of the collateral without the written consent of all
Lenders or (ii) release collateral not required or permitted by any Credit
Document to be released and which, in the aggregate with all other collateral
released pursuant to this clause (a) (ii) (other than collateral released
pursuant to the proviso to this clause (a)) during the calendar year in which
such proposed release would be effected and the immediately preceding calendar
year, has fair market value on the proposed date of release in excess of 20% of
the fair market value of all collateral (including any Guarantee) on such date
without the written consent of the Supermajority Lenders; provided that,
notwithstanding the foregoing, this clause (a) shall not be applicable to and
no consent shall be required for (i) releases of collateral in connection with
any dispositions permitted by subsection 9.5, (ii) releases of collateral in
accordance with subsection 12.11 or (iii) upon the reincorporation of the
Borrower or any Subsidiary in a new jurisdiction or the creation of a new
Subsidiary of the Borrower, any release of collateral in connection with the
transfer of such released collateral to such reincorporated entity or new
Subsidiary in compliance with subsection 9.4; provided that the
Administrative Agent, in its sole discretion, determines that such release and
transfer, together with any grant and perfection of a new Lien therein in favor
of the Administrative Agent, will cause no material impairment of the value of
the collateral taken as a whole, after giving effect to such release and
transfer;  (b)no
such waiver and no such amendment, supplement or modification shall extend the
final maturity date or termination date of any Loan or Commitment or the
scheduled payment date of any installment of any Loan, or reduce the rate or
extend the time of payment of interest thereon, or change the method of
calculating interest thereon, or reduce or extend the time of payment of any
fee payable to the Lenders hereunder, or reduce the principal amount thereof,
or change the amount of any Lenders Commitment or Commitment Percentage, or
amend, modify or waive any provision of subsection 5.9(b) or this subsection
12.1 or reduce the percentage specified in the definition of Required Lenders
or reduce the percentage specified in the definition of  Supermajority Lenders or consent to the
assignment or transfer by any Credit Party of any of its rights and obligations
under any Credit Document, in each case, without the prior written consent of
each Lender directly affected thereby;  (c)no
such waiver and no such amendment, supplement or modification affecting the
then Administrative Agent, the Canadian Fronting Lender or Issuing Lender shall
amend, modify or waive any provision of Section 11 without the written consent
of such Administrative Agent, Canadian Fronting Lender or Issuing Lender, as
the case may be;  (d)without
the consent of each of the Lenders which are Revolving Credit Lenders and/or
Tranche C Lenders only, each of the Tranche A Lenders may amend this Agreement
and the Tranche A Term Notes to extend the maturities of the installments of
the Tranche A Term Loans; without the consent of each of the Lenders which are
Revolving Credit Lenders and/or Tranche A Lenders only, each of the Tranche C
Lenders may amend this Agreement and the Tranche C Term Notes to extend the
maturities of the installments of the Tranche C Term Loans; and without the
consent of each of the Lenders which are holders of the Term Loans only, each
of the Revolving Credit Lenders may amend this Agreement and the Revolving
Credit Notes to extend the Revolving Credit Termination Date;  (e)no
such waiver, and no such amendment, supplement or modification shall amend,
modify or waive the order of application of prepayments specified in subsection
5.4(a) or subsections 5.4(b)(i) through 5.4(b)(v) without the written consent
of the holders of at least 51% of each of (i) the aggregate unpaid principal
amount of the Term Loans, if any, and (ii) the Revolving Credit Commitments or,
if the Revolving Credit Commitments are terminated, the  94 
   aggregate unpaid principal amount of the Revolving Credit Loans (the
Term Loans and the Revolving Credit Commitments of any Non-Funding Lender to be
disregarded in determining such percentage at any time); and  (f)no
such waiver, and no such amendment, supplement or modification shall amend,
modify or waive any provision of Section 4 without the written consent of the
Canadian Fronting Lender if the Canadian Fronting Lender would be affected
thereby;  any such
waiver and any such amendment, supplement or modification described in this
subsection 12.1 shall apply equally to each of the Lenders and shall be binding
upon each Credit Party and its Subsidiaries, the Lenders, the Administrative
Agent and the Issuing Lender and all future holders of the Notes and the
Loans.  Any extension of a Letter of
Credit by the Issuing Lender shall be treated hereunder as a new Letter of
Credit.  In the case of any waiver, the
Credit Parties, the Lenders, the Administrative Agent and Issuing Lender shall
be restored to their former position and rights hereunder and under the
outstanding Notes, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.  12.2  Notices. 
All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopy or telex, if
one is listed), and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when delivered by hand, or three
Business Days after being deposited in the mail, postage prepaid, or, in the
case of telecopy notice, when sent, confirmation of receipt received, or, in
the case of telex notice, when sent, answerback received, addressed as follows
in the case of the Borrower, the Canadian Borrower, the Administrative Agent,
or the Canadian Fronting Lender and as set forth in Schedule I in the case of
any Lender, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Notes:  TheBorrower:
  Jostens, Inc.5501 Norman Center DriveMinneapolis, Minnesota 55437Attention:  John FeenanTelecopy:  (612) 830-3293In eWith a copy to:
  Gibson, Dunn & Crutcher LLP200 Park AvenueNew York, New York 10166Attention: 
  Janet Vance, Esq.Telecopy: 
  (212) 351-4035The CanadianBorrower:
  Jostens Canada Ltd.180-117 King Edward StreetWinnipeg, Manitoba R3H0Y3Attention:  Robert SigurdsonTelecopy:  (204) 774-8619The Administrative Agentand Swing Line Lender:
  JPMorgan Chase Bank1
  Chase Manhattan Plaza, 8th floorNew York, New York 10081  95 
   Attention:  M. Margaret SwalesTelecopy:  (212) 552-5662With a copy to:
  JPMorgan Chase Bank270 Park Avenue, 4th floorNew York, New York 10017Attention:  Neil BoylanTelecopy:  (212) 270-6637The Canadian FrontingLender:
  The Bank of Nova ScotiaWinnipeg Commercial Banking Centre200 Portage Ave.Winnipeg, Manitoba  R3C 3X2Attention:  Terry LambertTelecopy:  (204) 985-3106  provided
that any notice, request or demand to or upon the Administrative Agent, the
Canadian Fronting Lender or the Lenders pursuant to subsections 3.4, 3.5, 5.1,
5.2, 5.3 and 5.4 shall not be effective until received and; provided, further,
that the failure to provide the copies of notices to the Borrower provided for
in this subsection 12.2 shall not result in any liability to the Administrative
Agent.  12.3  No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. 
The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.  12.4  Survival of Representations and
Warranties.  All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement, the Letters of Credit and the Notes.  12.5  Payment of Expenses and Taxes.  The Borrower agrees (a) to pay or reimburse
the Administrative Agent, the Canadian Fronting Lender, the Syndication Agent
and the Co-Lead Arrangers for all their reasonable out-of-pocket costs and
expenses incurred in connection with the development, negotiation, preparation
and execution of the Credit Documents and any other documents prepared in
connection herewith, and the consummation of the transactions contemplated
hereby and thereby, including, without limitation, the reasonable fees and
disbursements of one counsel to the Administrative Agent, the Canadian Fronting
Lender, the Syndication Agent and the Co-Lead Arrangers, (b) to pay or
reimburse all of the reasonable expenses, including without limitation,
reasonable fees and expenses of counsel, incurred by the Administrative Agent
and the Canadian Fronting Lender in connection with the administration of the
facilities provided for herein or in connection with any amendments, waivers,
work-outs or restructurings in respect thereof, (c) to pay or reimburse
the Administrative Agent, the Canadian Fronting Lender, the Syndication Agent,
the Co-Lead Arrangers, the Issuing Lender and each Lender for all their costs
and expenses incurred in connection with, and to pay, indemnify, and hold the
Administrative Agent, the Canadian Fronting Lender, the Syndication Agent, the
Co-Lead Arrangers, the Issuing Lender and each Lender harmless from and against
any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever arising out of or in connection with, the enforcement or
preservation of any rights under any Credit Document and any such other
documents, including, without limitation, reasonable fees  96 
   and disbursements of counsel to the Administrative
Agent, the Co-Lead Arrangers and each Lender incurred in connection with the
foregoing and in connection with advising the Administrative Agent with respect
to its rights and responsibilities under this Agreement and the documentation
relating thereto, (d) to pay, indemnify, and to hold the Administrative
Agent, the Syndication Agent, the Co-Lead Arrangers and each Lender harmless
from any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes (other than withholding taxes), if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
any Credit Document and any such other documents, and (e) to pay, indemnify,
and hold the Administrative Agent, the Syndication Agent, the Co-Lead
Arrangers, the Canadian Fronting Lender, the Issuing Lender and each Lender and
their respective Affiliates, officers, directors and trustees harmless from and
against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, reasonable fees and
disbursements of counsel) which may be incurred by or asserted against the
Administrative Agent, the Syndication Agent, the Co-Lead Arrangers, the
Canadian Fronting Lender, the Issuing Lender or the Lenders or such Affiliates,
officers, directors or trustees (x) arising out of or in connection with
any investigation, litigation or proceeding related to this Agreement, the
other Credit Documents, the proceeds of the Loans and the transactions
contemplated by or in respect of such use of proceeds, or any of the other
transactions contemplated hereby, whether or not the Administrative Agent, the
Syndication Agent, the Co-Lead Arrangers, the Canadian Fronting Lender, the
Issuing Lender or any of the Lenders or such Affiliates, officers, directors or
trustees is a party thereto, including, without limitation, any of the
foregoing relating to the violation of, noncompliance with or liability under,
any Environmental Law applicable to the Borrower, any of its Subsidiaries or
any of the facilities and properties owned, leased or operated by the Borrower
or any of its Subsidiaries, or (y) without limiting the generality of the
foregoing, by reason of or in connection with the execution and delivery or
transfer of, or payment or failure to make payments under, Letters of Credit
(it being agreed that nothing in this subsection 12.5(d)(y) is intended to
limit the Borrowers obligations pursuant to subsection 3.8) (all the
foregoing, collectively, the indemnified liabilities); provided
that the Borrower shall have no obligation hereunder with respect to
indemnified liabilities of the Administrative Agent, the Canadian Fronting
Lender, the Syndication Agent, the Co-Lead Arrangers, the Issuing Lender or any
Lender or any of their respective Affiliates, officers, directors and trustees
arising from (i) the gross negligence or willful misconduct of the person
seeking indemnification or (ii) legal proceedings commenced against the
Administrative Agent, the Canadian Fronting Lender, the Syndication Agent, the
Co-Lead Arrangers, the Issuing Lender or Lender by any security holder or
creditor thereof arising out of and based upon rights afforded any such
security holder or creditor solely in its capacity as such or (iii) legal
proceedings commenced against the Administrative Agent, the Canadian Fronting
Lender, the Syndication Agent, the Co-Lead Arrangers, the Issuing Lender or any
such Lender by any Transferee (as defined in subsection 12.6).  Without limiting the foregoing, and to the
extent permitted by applicable law, the Borrower agrees not to assert, and
hereby waives (and shall cause the Subsidiaries not to assert and to waive) all
rights for contribution or any other rights of recovery with respect to all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever, under
or related to Environmental Laws, that any of them might have by statute or
otherwise against the Administrative Agent, the Syndication Agent, the Co-Lead
Arrangers, the Canadian Fronting Lender, the Issuing Lender or any Lender.  The agreements in this subsection 12.5 shall
survive repayment of the Loans and all other amounts payable hereunder.  12.6  Successors and Assigns;
Participations and Assignments. 
(a)  This Agreement shall be
binding upon and inure to the benefit of the Borrower, the Lenders, the
Administrative Agent, the Syndication Agent, the Co-Lead Arrangers, all future
holders of the Notes and the Loans, and their  97 
   respective successors and assigns, except that no
Borrower may assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each Lender.  (b)Any
Lender may, in the ordinary course of its commercial banking, lending or
investment business and in accordance with applicable law, at any time sell to
one or more banks or other entities (Participants) participating
interests in any Loan owing to such Lender, any participating interest in the
Letters of Credit of such Lender, any Note held by such Lender, any Commitment
of such Lender or any other interest of such Lender hereunder.  In the event of any such sale by a Lender of
participating interests to a Participant, such Lenders obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Note for all purposes under this Agreement
and the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lenders rights and
obligations under this Agreement and the other Credit Documents.  The Borrower agrees that if amounts
outstanding under this Agreement and the Notes are due and unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall be deemed to have the right of
setoff in respect of its participating interest in amounts owing under this
Agreement and any Note to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under this Agreement or any
Note; provided that such right of setoff shall be subject to the
obligation of such Participant to share with the Lenders, and the Lenders agree
to share with such Participant, as provided in subsection 12.7.  The Borrower also agrees that each
Participant shall be entitled to the benefits of subsections 3.10,5.11 and 5.12
with respect to its participation in the Letters of Credit and in the
Commitments and the Loans outstanding from time to time as if it were a Lender;
provided that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.  Each Lender agrees that the
participation agreement pursuant to which any Participant acquires its
participating interest (or any other document) may afford voting rights to such
Participant, or any right to instruct such Lender with respect to voting
hereunder, only with respect to matters requiring the consent of either all of
the Lenders hereunder or all of the Lenders holding the relevant Term Loans or
Revolving Credit Commitments subject to such participation.  (c)Subject
to paragraph (g) of this subsection 12.6, any Lender (other than the Canadian
Fronting Lender in its capacity as such) may, in the ordinary course of its
commercial banking, lending or investment business and in accordance with
applicable law, (i) at any time and from time to time assign all or any part of
its rights and obligations under this Agreement and the Notes to any Lender or
any Affiliate thereof; provided that, in the event of a sale of less
than all of such rights and obligations, such assigning Lender after any such
sale to any other Lender or any Affiliate of such Lender shall retain
Commitments and/or Loans and/or L/C Participating Interests aggregating at
least $5,000,000 (or such lesser amount as the Administrative Agent may
determine) and (ii) with the consent of the Borrower (on its own behalf and on
behalf of the Canadian Borrower) and the Administrative Agent (which in each
case shall not be unreasonably withheld or delayed) at any time and from time
to time assign to one or more additional banks, mutual funds or financial
institutions or entities (each, an Assignee), all or any part of its
rights and obligations under this Agreement and the Notes, pursuant to an
Assignment and Acceptance, executed by such Assignee, such transferor Lender
(and, in the case of an Assignee that is not then a Lender or an Affiliate
thereof, by the Borrower (on its own behalf and on behalf of the Canadian
Borrower) and the Administrative Agent), and delivered to the Administrative
Agent for its acceptance and recording in the Register (as defined below); provided
that (A) each such sale pursuant to clause (ii) of this subsection 12.6(c)
shall be in a principal amount of at least $5,000,000 (or such lesser amount as
the Administrative Agent and the Borrower may determine) unless the assigning
Lender is transferring all of its rights and obligations and (B) in the event
of a sale of less than all of such rights and obligations, such Lender after
any such sale shall retain Commitments and/or Loans and/or L/C  98 
   Participating
Interests aggregating at least $5,000,000 (or such lesser amount as the
Administrative Agent and the Borrower may determine).  Upon such execution, delivery, acceptance and recording, from and
after the effective date determined pursuant to such Assignment and Acceptance,
(x) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder
shall, to the extent of the interest transferred, as reflected in such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of a transferor Lenders rights and obligations under this
Agreement, such transferor Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of the indemnification provisions set
forth in subsection 12.5).  (d)The
Administrative Agent, which for purposes of this subsection 12.6(d) only shall
be deemed to be the agent of the Borrower, shall maintain at the address of the
Administrative Agent referred to in subsection 12.2 a copy of each Assignment
and Acceptance delivered to it and a register (the Register) for the
recordation of the names and addresses of the Lenders and the Commitments of,
and principal amounts of the Loans owing to, each Lender from time to
time.  The entries in the Register shall
be conclusive, in the absence of manifest error, and the Borrower, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register as the owner of a Loan or other obligation hereunder
as the owner thereof for all purposes of this Agreement and the other Credit
Documents, notwithstanding any notice to the contrary.  Any assignment of any Loan or other
obligation hereunder shall be effective only upon appropriate entries with
respect thereto being made in the Register. 
The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.  Upon recording any Assignment
and Acceptance in respect of Revolving Credit Commitments and/or Revolving
Credit Loans pursuant to this subsection 12.6(d), the Administrative Agent
shall provide notice of the assignment provided for therein, together with a
copy of such Assignment and Acceptance, to the Canadian Fronting Lender.  (e)Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender and
an Assignee (and, in the case of an Assignee that is not then a Lender or an
Affiliate thereof, by the Borrower and the Administrative Agent), together with
payment to the Administrative Agent of a registration and processing fee of
$4,000 if the Assignee is not a Lender prior to the execution of such
supplement and $1,000 otherwise, the Administrative Agent shall (i) promptly
accept such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Register and
give notice of such acceptance and recordation to the Lenders and the Borrower
(no such assignment shall become effective unless and until so recorded); provided
that, in the case of contemporaneous assignments by a Lender to more than one
fund managed by the same investment advisor or an Affiliate of such investment
advisor (which funds are not then Lenders hereunder), only a single $4,000 fee
shall be payable for all such contemporaneous assignments.  On or prior to such effective date, the
Borrower at its own expense, shall execute and deliver to the Administrative
Agent (in exchange for any or all of the Term Loan Notes or Revolving Credit
Notes of the assigning Lender, if any) new Term Loan Notes or Revolving Credit
Notes, as the case may be, to the order of such Assignee (if requested) in an
amount equal to the Revolving Credit Commitment or the Term Loans, as the case
may be, assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment or any Term Loans hereunder, new
Term Loan Notes or Revolving Credit Notes, as the case may be, to the order of
the assigning Lender in an amount equal to the Commitment or such Term Loans,
as the case may be, retained by it hereunder (if requested).  Such new Notes shall be dated the Closing
Date and shall otherwise be in the form of the Notes replaced thereby.  (f)The
Administrative Agent, the Canadian Fronting Lender, the Syndication Agent, the
Co-Lead Arrangers and the Lenders agree that they will use reasonable efforts
to protect the  99 
   confidentiality
of any confidential information concerning the Borrower and its Subsidiaries
and Affiliates.  Notwithstanding the
foregoing, the Borrower authorizes each Lender to disclose (i) to its
employees, officers, affiliates and advisors, who shall be bound by the
confidentiality provisions hereof, (ii) to any regulatory authority as required
by law, (iii) in connection with any enforcement or other legal action and (iv)
to any Participant or Assignee (each, a Transferee) and any
prospective Transferee any and all information in such Lenders possession
concerning the Borrower and its Subsidiaries which has been delivered to such
Lender by or on behalf of the Borrower pursuant to this Agreement or which has
been delivered to such Lender by or on behalf of the Borrower in connection
with such Lenders credit evaluation of the Borrower and its Subsidiaries prior
to becoming a party to this Agreement; provided that each Lender shall
cause its respective prospective Transferees to agree in writing to protect the
confidentiality of any confidential information concerning the Borrower and its
Subsidiaries and Affiliates.  (g)If,
pursuant to this subsection 12.6, any interest in this Agreement or any Note is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the terms of this Agreement including without
limitation subsection 5.11(d).  (h)For
avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this subsection concerning assignments of Loans and Notes relate
only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve
Bank in accordance with applicable law; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.  12.7  Adjustments; Set-off.  (a) 
If any relevant Lender (a benefitted Lender) shall at any time
receive any payment of all or part of any of its Loans (other than C$ Prime
Loans), L/C Participating Interests or participating interests in C$ Loans, as
the case may be, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events
or proceedings of the nature referred to in clause (f) of Section 10, or
otherwise) in a greater proportion than any such payment to and collateral
received by any other relevant Lender, if any, in respect of such other
relevant Lenders Loans (other than C$ Prime Loans), L/C Participating
Interests or participating interests in C$ Loans, as the case may be, or
interest thereon, in each case except as otherwise contemplated by this
Agreement such benefitted Lender shall purchase for cash from the other
relevant Lenders such portion of each such other relevant Lenders Loans (other
than C$ Prime Loans), L/C Participating Interests or participating interests in
C$ Loans, as the case may be, or shall provide such other relevant Lenders with
the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the relevant
Lenders; provided that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest. 
The Borrower agrees that each Lender so purchasing a portion of another
Lenders Loans (other than C$ Prime Loans), L/C Participating Interests and/or
participating interests in C$ Loans may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such portion.  The Administrative Agent shall promptly give
the Borrower notice of any set-off; provided that the failure to give
such notice shall not affect the validity of such set-off.  100 
   (b)In
addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to the Borrower, any such notice
being expressly waived by the Borrower to the extent permitted by applicable
law, upon the filing of a petition under any of the provisions of the federal
bankruptcy code or amendments thereto, by or against; the making of an
assignment for the benefit of creditors by; the application for the
appointment, or the appointment, of any receiver of, or of any substantial
portion of the property of; the issuance of any execution against any
substantial portion of the property of; the issuance of a subpoena or order, in
supplementary proceedings, against or with respect to any substantial portion
of the property of; or the issuance of a warrant of attachment against any
substantial portion of the property of; the Borrower to set off and apply
against any indebtedness, whether matured or unmatured, of the Borrower to such
Lender, any amount owing from such Lender to the Borrower, at or at any time after,
the happening of any of the above mentioned events, and as security for such
indebtedness, the Borrower hereby grants to each Lender a continuing security
interest in any and all deposits, accounts or moneys of Borrower then or
thereafter maintained with such Lender, subject in each case to subsection
12.7(a) of this Agreement.  The
aforesaid right of set-off may be exercised by such Lender against the Borrower
or against any trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver or execution, judgment or attachment creditor of
the Borrower, or against anyone else claiming through or against the Borrower
or such trustee in bankruptcy, debtor in possession, assignee for the benefit
of creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off shall not have been
exercised by such Lender prior to the making, filing or issuance, or service
upon such Lender of, or of notice of, any such petition; assignment for the
benefit of creditors; appointment or application for the appointment of a
receiver; or issuance of execution, subpoena, order or warrant.  Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set-off and application
made by such Lender; provided that the failure to give such notice shall
not affect the validity of such set-off and application.  12.8  Counterparts. 
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Agreement signed
by all the parties shall be lodged with the Borrower and the Administrative
Agent.  This Agreement shall become
effective with respect to the Borrower, the Administrative Agent, the
Syndication Agent and the Lenders when the Administrative Agent shall have
received copies of this Agreement executed by the Borrower, the Administrative
Agent, the Syndication Agent and the Lenders, or, in the case of any Lender,
shall have received telephonic confirmation from such Lender stating that such
Lender has executed counterparts of this Agreement or the signature pages
hereto and sent the same to the Administrative Agent.  12.9  Governing Law; No Third Party Rights.  This Agreement and the Notes and the rights
and obligations of the parties under this Agreement and the Notes shall be
governed by, and construed and interpreted in accordance with, the law of the
State of New York.  This Agreement is
solely for the benefit of the parties hereto and their respective successors
and assigns, and, except as set forth in subsection 12.6, no other Persons
shall have any right, benefit, priority or interest under, or because of the
existence of, this Agreement.  12.10  Submission to Jurisdiction; Waivers.  (a) 
Each party to this Agreement hereby irrevocably and unconditionally:  (i)submits
for itself and its property in any legal action or proceeding relating to this
Agreement or any of the other Credit Documents, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States for the Southern District of New York, and appellate courts from any
thereof;  101 
   (ii)consents
that any such action or proceeding may be brought in such courts, and waives
any objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the same;  (iii)agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such party at its address set forth
in subsection 12.2 or at such other address of which the Administrative Agent
shall have been notified pursuant thereto; and  (iv)agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction.  (b)Each
party hereto unconditionally waives trial by jury in any legal action or
proceeding referred to in paragraph (a) above and any counterclaim therein.  12.11  Releases.  The
Administrative Agent and the Lenders agree to cooperate with the Borrower and
its Subsidiaries with respect to any sale or other disposition permitted by
subsection 9.5 and promptly take such action and execute and deliver such
instruments and documents necessary to release the liens and security interests
created by the Security Documents relating to any of the assets or property
affected by any such sale permitted by subsection 9.5, including, without
limitation, any Uniform Commercial Code amendment, release or termination or
partial release or termination statements.  12.12  Interest.  Each
provision in this Agreement and each other Credit Document is expressly limited
so that in no event whatsoever shall the amount paid, or otherwise agreed to be
paid, by the Borrower for the use, forbearance or detention of the money to be
loaned under this Agreement or any other Credit Document or otherwise
(including any sums paid as required by any covenant or obligation contained
herein or in any other Credit Document which is for the use, forbearance or
detention of such money), exceed that amount of money which would cause the
effective rate of interest to exceed the highest lawful rate permitted by
applicable law (the Highest Lawful Rate), and all amounts owed under
this Agreement and each other Credit Document shall be held to be subject to
reduction to the effect that such amounts so paid or agreed to be paid which
are for the use, forbearance or detention of money under this Agreement or such
other Credit Document shall in no event exceed that amount of money which would
cause the effective rate of interest to exceed the Highest Lawful Rate.  Notwithstanding any provision in this
Agreement or any other Credit Document to the contrary, if the maturity of the
Loans or the obligations in respect of the other Credit Documents are accelerated
for any reason, or in the event of any prepayment of all or any portion of the
Loans or the obligations in respect of the other Credit Documents by the
Borrower or in any other event, earned interest on the Loans and such other
obligations of the Borrower may never exceed the Highest Lawful Rate, and any
unearned interest otherwise payable on the Loans or the obligations in respect
of the other Credit Documents that is in excess of the Highest Lawful Rate
shall be canceled automatically as of the date of such acceleration or
prepayment or other such event and (if theretofore paid) shall, at the option
of the holder of the Loans or such other obligations, be either refunded to the
Borrower or credited on the principal of the Loans.  In determining whether or not the interest paid or payable, under
any specific contingency, exceeds the Highest Lawful Rate, the Borrower and the
Lenders shall, to the maximum extent permitted by applicable law, amortize,
prorate, allocate and spread, in equal parts during the period of the actual
term of this Agreement, all interest at any time contracted for, charged,
received or reserved in connection with this Agreement.  12.13  Special Indemnification.  Notwithstanding any provision in this
Agreement to the contrary, (A) each Lender, or Transferee of any Lender
pursuant to subsection 12.6(g) of this Agreement, shall indemnify the Borrower,
the Canadian Borrower and the Administrative Agent, and hold each of  102 
   them harmless against any and all payments, expenses
or taxes which the Borrower, the Canadian Borrower or the Administrative Agent
may become subject to or obligated to pay if and to the extent that, (i) on the
Closing Date, the First Restatement Effective Date, the Second Restatement
Effective Date or the effective date of transfer, as the case may be, such
Lender, or such Transferee of a Lender pursuant to subsection 12.6(g) of this
Agreement, (a) makes the representation and covenants set forth in subsection
5.11(d) of this Agreement and the Assignment and Acceptance, and (b) is not in
fact also qualified to make the representation and covenants set forth in
subsection 5.11(d) of this Agreement and the Assignment and Acceptance, and
(ii) as a result of any Change in Law or compliance by such Lender, or Transferee,
with any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority the Borrower, the Canadian
Borrower or the Administrative Agent is required to make any additional
payments on account of U.S. withholding taxes and amounts related thereto with
respect to any payments under this Agreement, any Note, or a Eurodollar Loan,
made prior to such Change in Law or request or directive, none of which
payments would have been required if such Lender, or Transferee, was qualified
on the Closing Date, the First Restatement Effective Date, the Second
Restatement Effective Date or the date of the transfer, as the case may be, to
make the representation and covenants set forth in subsection 5.11(d) of this
Agreement and the Assignment and Acceptance, as the case may be, and (B) each
Lender, or Transferee of any Lender pursuant to subsection 12.6(g) of this
Agreement, agrees that to the extent any amount payable by such Lender or
Transferee pursuant to this subsection 12.13 remains unpaid on any Interest
Payment Date or the date on which any prepayment is made, the Borrower or the
Canadian Borrower, as the case may be, shall have the right to set-off against
any payment due to such Lender or Transferee on such date any amounts owing to
the Borrower or the Canadian Borrower, as the case may be, pursuant to this
subsection 12.13.  12.14  Permitted Payments and Transactions.  Notwithstanding any provision to the
contrary contained in this Agreement, the Borrower and its Subsidiaries shall
be permitted to make payments (including fees and expenses) pursuant to or in
respect of, the following agreements, and, in the case of clauses (a) and (d)
below, to engage in the following transactions: (a) (i) the Agreement for
Management and Advisory Services, between Investcorp International, Inc. (III)
and the Borrower dated as of May 10, 2000, (ii) the Loan Financing Advisory
Agreement between III and the Borrower dated as of  December 28, 1999 and (iii) the Merger Agreement; (b)
agreements with any Person or Persons providing for the payment of customary
fees in connection with serving as a director of the Borrower or any of its
Subsidiaries; (c) agreements providing for the payment of commercially
reasonable fees in connection with any permitted financing, refinancing, sale,
transfer, sale and leaseback or other permitted disposition of any assets of
the Borrower of any of its Subsidiaries; (d) the borrowing of any Indebtedness
to the extent, and upon the terms and conditions, the same is expressly
permitted under subsection 9.1; (e) agreements providing for commercially
reasonable fees in connection with any permitted purchase or acquisition of
stock or assets by the Borrower or any of its Subsidiaries; and (f) agreements
relating to the payment of $2,500,000 in fees to certain members of the
Borrowers management in connection with the provision of transition services
to the Borrower subsequent to the Merger, as more fully described in the
Offering Memorandum.  [Remainder of Page Left Blank Intentionally]  103 
   IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed and delivered in
New York, New York by their proper and duly authorized officers as of the day
and year first above written.  JOSTENS, INC., as BorrowerBy:
  /s/ John A. FeenanName:  John A. FeenanTitle:  Senior Vice President
  and CFOJOSTENS CANADA LTD., as Canadian BorrowerBy:
  /s/ Robert C. BuhrmasterName:  Robert C. BuhrmasterTitle:  CharimanJPMORGAN CHASE BANK, as Administrative AgentBy:
  /s/ Neil R. BoylanName:  Neil R. BoylanTitle:  Managing DirectorDEUTSCHE BANK SECURITIES INC., as Syndication AgentBy:
  /s/ Charles W. LockyerName:  Charles W. LockyerTitle:  Director  104 
   SCHEDULE I TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT  Lenders, Addresses and Commitments  [Intentionally
Omitted]  105 
   SCHEDULE II
TO THE
SECOND AMENDED AND RESTATED CREDIT AGREEMENT  PRICING GRID  Applicable Margin
  for Eurodollar Loans
  
  Applicable Margin
  for ABR Loans
  
  Commitment
  Fee RateLeverage
  Ratio
  
  Tranche
  A Term
  Loans
  
  Revolving
  Credit
  Loans
  
  Tranche
  C Term
  Loans
  
  Tranche
  A Term
  Loans
  
  Revolving
  Credit
  Loans
  
  Tranche C
  Term
  Loans>5.50 to 1.00
  
  3.25
  %
  3.25
  %
  2.75
  %
  2.25
  %
  2.25
  %
  1.75
  %
  .500
  %<5.50 to 1.00 but> 5.00 to 1.00
  
  3.00
  %
  3.00
  %
  2.75
  %
  2.00
  %
  2.00
  %
  1.75
  %
  .500
  %<5.00 to 1.00 but  > 4.50 to 1.00
  
  2.75
  %
  2.75
  %
  2.75
  %
  1.75
  %
  1.75
  %
  1.75
  %
  .500
  %<4.50 to 1.00 but > 4.00 to 1.00
  
  2.50
  %
  2.50
  %
  2.75
  %
  1.50
  %
  1.50
  %
  1.75
  %
  .500
  %< 4.00 to 1.00 but > 3.50 to 1.00
  
  2.25
  %
  2.25
  %
  2.75
  %
  1.25
  %
  1.25
  %
  1.75
  %
  .375
  %<3.50 to 1.00 but > 3.00 to 1.00
  
  2.00
  %
  2.00
  %
  2.75
  %
  2.00
  %
  1.00
  %
  1.75
  %
  .375
  %<3.00 to 1.00
  
  1.75
  %
  1.75
  %
  2.50
  %
  0.75
  %
  0.75
  %
  1.50
  %
  .375
  %  106