exh10_1.htm


     

     

    
      

      

    

     

    Exhibit
10.1

     

    EXECUTION
COPY 

    
       

    

    
      

    

     

     

     

    AMCOL INTERNATIONAL CORPORATION

     

     

     

     

     

     

     

    $50,000,000
5.46% Guaranteed Senior Notes,

    due April
29, 2020

     

     

     

    ________________

     

    NOTE PURCHASE AGREEMENT

    ________________

     

     

     

     

     

     

    Dated as
of APRIL 29,
2010

     

     

     

     

     

      
        

      

    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    
      	 
      

              TABLE
      OF CONTENTS

            
	 
	 
	                    
      
	
               SECTION                                                         
      HEADING 

            	PAGE
	 	 
	
              SECTION
      1. Authorization of Notes

            	
              1

            
	 	 
	
              SECTION
      2. Sale and Purchase of Notes; Subsidiary Guaranty

            	1
	
               

            	 
      
	
                  
      Section 2.1      Sale and Purchase of
      Notes

            	
              1

            
	 	 
	
                  
      Section 2.2      Subsidiary
    Guaranty

            	
              1

            
	 	 
	
              SECTION
      3. Closing

            	
              2

            
	 	 
	
              SECTION
      4. Conditions to Closing

            	
              2

            
	 	 
	
                  
      Section 4.1     Representations and
      Warranties

            	
              2

            
	 	 
	
                  
      Section 4.2      Performance; No
    Default

            	
              3

            
	 	 
	
                  
      Section 4.3      Compliance
      Certificates.

            	
              3

            
	 	 
	
                  
      Section 4.4      Opinions of
    Counsel

            	
              3

            
	 	 
	
                  
      Section 4.5      Purchase Permitted By Applicable
      Law, Etc

            	
              4

            
	 	 
	
                  
      Section 4.6      Sale of Other
    Notes

            	
              4

            
	 	 
	
                  
      Section 4.7      Payment of Special Counsel
      Fees

            	
              4

            
	 	 
	
                  
      Section 4.8      Private Placement
      Number

            	
              4

            
	 	 
	
                  
      Section 4.9      Changes in Corporate
      Structure

            	
              4

            
	 	 
	
                  
      Section 4.10     Subsidiary Guaranty

            	
              4

            
	 	 
	
                  
      Section 4.11     Funding
    Instructions

            	
              4

            
	 	 
	
                  
      Section 4.12     Proceedings and Documents
      .

            	
              4

            
	 	 
	
              SECTION
      5. Representations and Warranties of the Company

            	5
	
               

            	 
      
	
                  
      Section 5.1      Organization; Power and
      Authority

            	
              5

            
	 	 
	
                  
      Section 5.2      Authorization,
    Etc

            	
              5

            
	 	 
	
                  
      Section 5.3      Disclosure

            	
              5

            
	 	 
	
                  
      Section 5.4      Organization and Ownership of
      Shares of Subsidiaries; Affiliates

            	6  
	 	 
	
                  
      Section 5.5      Financial Statements; Material
      Liabilities

            	
              7

            
	 	 
	
                  
      Section 5.6      Compliance with Laws, Other
      Instruments, Etc

            	
              7

            
	 	 
	
                  
      Section 5.7      Governmental Authorizations,
      Etc

            	
              7

            
	 	 
	
                  
      Section 5.8      Litigation; Observance of
      Agreements, Statutes and Orders

            	
              7

            
	 	 
	
                  
      Section 5.9      Taxes

            	
              8

            
	 	 
	
                  
      Section 5.10   Title to Property; Leases

            	
              8

            


    

     

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      	 TABLE
      OF CONTENTS
	
              (continued)

            
	
              SECTION                                                        
      HEADING 

            	 PAGE
      
	
               

            	 
      
	
                  
      Section 5.11      Licenses, Permits,
      Etc

            	
               
      8

            
	 	 
	
                  
      Section 5.12      Compliance with
      ERISA

            	
               
      9

            
	 	 
	
                  
      Section 5.13      Private Offering by the
      Company

            	
               10

            
	 	 
	
                  
      Section 5.14      Use of Proceeds; Margin
      Regulations

            	
               10

            
	 	 
	
                  
      Section 5.15       Existing Debt; Future
      Liens

            	
               10

            
	 	 
	
                  
      Section 5.16      Foreign Assets Control
      Regulations, Etc

            	
               11

            
	 	 
	
                  
      Section 5.17      Status under Certain
      Statutes

            	
               11

            
	 	 
	
                  
      Section 5.18      Environmental
      Matters

            	
               11

            
	 	 
	
                  
      Section 5.19      Notes Rank Pari
      Passu

            	
               12

            
	 	 
	
              SECTION
      6. Representations of the Purchasers

            	
               12

            
	 	 
	
                  
      Section 6.1      Purchase for
      Investment

            	
               12

            
	 	 
	
                  
      Section 6.2      Accredited
    Investor

            	
               12

            
	 	 
	
                  
      Section 6.3      Source of Funds

            	
               13

            
	 	 
	
              SECTION
      7. Information as to Company

            	
               14

            
	 	 
	
                  
      Section 7.1      Financial and Business
      Information

            	
               14

            
	 	 
	
                  
      Section 7.2       Officer’s
      Certificate

            	
               17

            
	 	 
	
                  
      Section 7.3       Visitation

            	
               17

            
	 	 
	
              SECTION
      8. Payment of the Notes

            	
               18

            
	 	 
	
                  
      Section 8.1      Required Prepayments;
      Maturity

            	
               18

            
	 	 
	
                  
      Section 8.2      Optional
    Prepayments

            	
               18

            
	 	 
	
                  
      Section 8.3      Allocation of Partial
      Prepayments

            	
               18

            
	 	 
	
                  
      Section 8.4      Maturity; Surrender,
      Etc

            	
               19

            
	 	 
	
                  
      Section 8.5      Purchase of
      Notes

            	
               19

            
	 	 
	
                  
      Section 8.6      Offer to Prepay Upon Sale of
      Assets

            	
               19

            
	 	 
	
                  
      Section 8.7      Offer to Prepay in the Event of
      a Change in Control

            	
               20

            
	 	 
	
                  
      Section 8.8      Make-Whole
Amount

            	
               22

            
	 	 
	
              SECTION
      9. Affirmative Covenants

            	
               23

            
	 	 
	
                  
      Section 9.1      Compliance with
    Law

            	
               23

            
	 	 
	
                  
      Section 9.2      Insurance

            	
               23

            
	 	 
	
                  
      Section 9.3      Maintenance of
      Properties

            	
               24

            


    

     

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              TABLE
      OF CONTENTS

            
	
              (continued)

            
	 
	
              SECTION                                                               
      HEADING 

            	 PAGE
	
               

            	 
      
	
                  
      Section 9.4      Payment of Taxes and
      Claims

            	
               24

            
	 	 
	
                  
      Section 9.5      Corporate Existence,
      Etc

            	
               24

            
	 	 
	
                  
      Section 9.6      Notes and Subsidiary Guaranty to
      Rank Pari Passu

            	
               24

            
	 	 
	
                  
      Section 9.7      Books and
Records

            	
               25

            
	 	 
	
                  
      Section 9.8      Designation of
      Subsidiaries

            	
               25

            
	 	 
	
                  
      Section 9.9      Additional Subsidiary
      Guarantors

            	
               25

            
	 	 
	
              SECTION
      10. Negative Covenants

            	
               26

            
	 	 
	
                  
      Section 10.1    Consolidated Debt to Consolidated
      EBITDA

            	
               26

            
	 	 
	
                  
      Section 10.2     Priority Debt

            	
               27

            
	 	 
	
                  
      Section 10.3     Limitation on Liens

            	
               27

            
	 	 
	
                  
      Section 10.4     Merger and
    Consolidation.

            	
               29

            
	 	 
	
                  
      Section 10.5     Sales of Assets

            	
               30

            
	 	 
	
                  
      Section 10.6     Transactions with
      Affiliates

            	
               30

            
	 	 
	
                  
      Section 10.7      Line of Business

            	
               31

            
	 	 
	
                  
      Section 10.8     Terrorism Sanctions
      Regulations

            	
               31

            
	 	 
	
                  
      Section 10.9     Limitation on Unrestricted
      Subsidiaries

            	
               31

            
	 	 
	
              SECTION
      11. Events of Default

            	
               31

            
	 	 
	
              SECTION
      12. Remedies on Default, Etc

            	
               34

            
	 	 
	
                  
      Section 12.1     Acceleration

            	
               34

            
	 	 
	
                  
      Section 12.2     Other Remedies

            	
               34

            
	 	 
	
                  
      Section 12.3     Rescission

            	
               34

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

            	
               35

            
	 	 
	
              SECTION
      13. Registration; Exchange; Substitution of Notes

            	
               35

            
	 	 
	
                  
      Section 13.1     Registration of Notes

            	
               35

            
	 	 
	
                  
      Section 13.2     Transfer and Exchange of
      Notes

            	
               35

            
	 	 
	
                  
      Section 13.3     Replacement of Notes

            	
               36

            
	 	 
	
              SECTION
      14. Payments on Notes

            	
               36

            
	 	 
	
                  
      Section 14.1     Place of Payment

            	
               36

            
	 	 
	
                  
      Section 14.2     Home Office Payment

            	
               36

            
	 	 
	
              SECTION
      15. Expenses, Etc

            	
               37

            


    

     

     

     

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      	 TABLE
      OF CONTENTS
	
              (continued)

            
	 	 
	
              SECTION                                                                                   
       HEADING 

            	 PAGE
      
	
               

            	 
      
	
                  
      Section 15.1     Transaction Expenses

            	
               37

            
	 	 
	
                  
      Section 15.2     Survival

            	
               37

            
	 	 
	
              SECTION
      16. Survival of Representations and Warranties; Entire
      Agreement

            	
               37

            
	 	 
	
              SECTION
      17. Amendment and Waiver

            	
               38

            
	 	 
	
                  
      Section 17.1     Requirements

            	
               38

            
	 	 
	
                  
      Section 17.2     Solicitation of Holders of
      Notes

            	
               38

            
	 	 
	
                  
      Section 17.3     Binding Effect, Etc

            	
               39

            
	 	 
	
                  
      Section 17.4     Notes Held by Company,
      Etc

            	
               39

            
	 	 
	
              SECTION
      18. Notices

            	
               39

            
	 	 
	
              SECTION
      19. Reproduction of Documents

            	
               40

            
	 	 
	
              SECTION
      20. Confidential Information

            	
               40

            
	 	 
	
              SECTION
      21. Substitution of Purchaser

            	
               41

            
	 	 
	
              SECTION
      22. Miscellaneous

            	
               41

            
	 	 
	
                  
      Section 22.1    Successors and Assigns

            	
               41

            
	 	 
	
                  
      Section 22.2     Payments Due on Non-Business
      Days

            	
               41

            
	 	 
	
                  
      Section 22.3     Accounting Terms

            	
               42

            
	 	 
	
                  
      Section 22.4     Severability

            	
               42

            
	 	 
	
                  
      Section 22.5     Construction

            	
               42

            
	 	 
	
                  
      Section 22.6     Counterparts

            	
               42

            
	 	 
	
                   Section
      22.7     Governing Law

            	
               42

            
	 	 
	
                  
      Section 22.8     Jurisdiction and Process; Waiver
      of Jury Trial

            	
               43

            


    

     

     

     

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        	 ATTACHMENTS TO THE NOTE PURCHASE AGREEMENT:
	 	 	 
	 	 	 
	 SCHEDULE A	 — 	 Information
      Relating to Purchasers
	 	 	 
	SCHEDULE B	 — 	 Defined
      Terms
	 	 	 
	 SCHEDULE 5.4	 — 	 Subsidiaries
      of the Company and Ownership of Subsidiary Stock
	 	 	 
	 SCHEDULE 5.5	 — 	 Financial
      Statements
	 	 	 
	 SCHEDULE 5.15	 — 	 Existing
      Debt
	 	 	 
	 SCHEDULE 10.3	 — 	 Existing
      Liens
	 	 	 
	 EXHIBIT 1	 — 	 Form of 5.46%
      Guaranteed Senior Note, due April 29, 2020
	 	 	 
	 EXHIBIT 4.4(a)	 — 	 Form of
      Opinion of Special Counsel to the Company and the Subsidiary
      Guarantors
	 	 	 
	 EXHIBIT 4.4(b) 	 — 	 Form of
      Opinion of Special Counsel to the Purchasers
	 	 	 
	 EXHIBIT SG 	 — 	 Form of
      Subsidiary Guaranty


      

       

    

     

     

     

     

     

     

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    AMCOL INTERNATIONAL CORPORATION

    2870
Forbs Avenue

    Hoffman
Estates, Illinois 60192

     

     

    $50,000,000
5.46% Guaranteed Senior Notes, due April 29, 2020

     

     

    
       

      
        	 	 Dated as
      of
	 	 April 29,
      2010


      

       

    

    TO THE PURCHASERS LISTED
IN

    THE ATTACHED SCHEDULE A:

     

    Ladies
and Gentlemen:

     

        AMCOL INTERNATIONAL CORPORATION, a Delaware
corporation (the “Company”), agrees
with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this
Note

    Purchase
Agreement (this “Agreement”) as
follows:

     

    SECTION
1. AUTHORIZATION OF NOTES.

     

        The Company
will authorize the issue and sale of $50,000,000 aggregate principal
amount of
its 5.46% Guaranteed Senior Notes, due April 29, 2020 (the “Notes,” such term shall
also
include any such notes issued in substitution therefor pursuant to Section 13).
The Notes shall be
substantially in the form set out in Exhibit 1, with such changes therefrom, if
any, as may be
approved by the Purchasers and the Company. Certain capitalized and other terms
used in this
Agreement are defined in Schedule B; and references to a “Schedule” or an
“Exhibit” are, unless
otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.

     

    SECTION
2. SALE AND PURCHASE OF NOTES; SUBSIDIARY GUARANTY.

     

        Section 2.1 Sale and
Purchase of Notes. Subject to the terms and conditions of this
Agreement,
the Company will issue and sell to each Purchaser and each Purchaser will
purchase from the
Company, on the Closing Date provided for in Section 3, the Notes in the
principal amount
specified opposite such Purchaser’s name in Schedule A at the purchase price of
100% of the
principal amount thereof. The obligations of each Purchaser hereunder are
several and not joint
obligations and no Purchaser shall have any obligation or any liability to any
Person for the
performance or nonperformance by any other Purchaser hereunder.

     

        Section 2.2
Subsidiary Guaranty.

     

    
    

     

    
      	 	     
      (a) The payment by the Company of all amounts due with respect to the
      Notes and
      the performance by the Company of its obligations under this Agreement
      will be absolutely
      and unconditionally  guaranteed
      by the Subsidiary Guarantors pursuant to the Subsidiary
      Guaranty Agreement dated as of April 29, 2010, which shall be
      substantially in
      the form of Exhibit SG (the “Subsidiary
      Guaranty”).


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      	 	     
      (b)
      The holders of the Notes agree to discharge and release any Subsidiary
      Guarantor from the Subsidiary Guaranty upon the written request of the
      Company (a “Collateral Release”),
      provided that (1)
      such Subsidiary Guarantor has been released and discharged
      (or will be released and discharged concurrently with the release of such
      Subsidiary
      Guarantor under the Subsidiary Guaranty) as an obligor, co-obligor and
      guarantor
      under and in respect of the Bank Credit Agreement and the Company so
      certifies
      to the holders of the Notes in a certificate of a Responsible Officer, (2)
      at the time
      of such release and discharge, the Company shall deliver a certificate of
      a Responsible
      Officer to the holders of the Notes stating that no Default or Event of
      Default shall
      have occurred and be continuing or will result from such release and
      discharge and (3)
      if any fee or other form of consideration is given to any holder of Debt
      of the Company,
      including, without limitation, any party to the Bank Credit Agreement,
      expressly
      for the purpose of such release, the holders of the Notes shall receive
      equivalent consideration.


    

     

     

    SECTION
3. CLOSING.

     

        The sale and
purchase of the Notes to be purchased by each Purchaser shall occur at the
offices
of Schiff Hardin LLP, 900 Third Avenue, 23rd Floor, New York, New York
10022 at 11:00
a.m. New York, New York time, at a closing on April 29, 2010 or on such other
Business Day
thereafter as may be agreed upon by the Company and the Purchasers (the “Closing Date”). On the
Closing Date, the Company will deliver to each Purchaser the Notes to be
purchased by such
Purchaser in the form of a single Note (or such greater number of Notes in
denominations of at least
$100,000 as such Purchaser may request) dated the Closing Date and registered in
such Purchaser’s
name (or in the name of its nominee), against delivery by such Purchaser to the
Company
or its order of immediately available funds in the amount of the purchase price
therefor by wire
transfer of immediately available funds for the account of the Company in
compliance with the
funding instructions described in Section 4.10. If, on the Closing Date, the
Company shall
fail to tender such Notes to any Purchaser as provided above in this Section 3,
or any of the conditions
specified in Section 4 shall not have been fulfilled to any Purchaser’s
satisfaction, such
Purchaser shall, at its election, be relieved of all further obligations under
this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or
such nonfulfillment.

     

    SECTION
4. CONDITIONS TO CLOSING.

     

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

     

        Section 4.1
Representations and Warranties.

    
       

      
        	 	     
      (a)
      Representations and
      Warranties of the Company. The representations and warranties
      of the Company in this Agreement shall be correct when made and on the
      Closing
      Date.


      

       

    

     

    
       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
      

       

      
        	 	    
      (b) Representations and
      Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary Guarantors in the
      Subsidiary Guaranty shall
      be correct when made and on the Closing
Date.


      

       

       

    

        Section 4.2
Performance; No Default. The Company and each Subsidiary Guarantor
shall
have performed and complied with all agreements and conditions contained in
this

    Agreement
and the Subsidiary Guaranty required to be performed or complied with by the
Company
and each Subsidiary Guarantor prior to or on the Closing Date, and immediately
after

    giving
effect to the issue and sale of the Notes (and the application of the proceeds
thereof as contemplated
by Section 5.14), no Default or Event of Default shall have occurred and
be

    continuing.
Neither the Company nor any Subsidiary shall have entered into any transaction
since
March 22, 2010 that would have been prohibited by Sections 10.3, 10.4, 10.5 or
10.6 had

    such
Section applied since such date.

     

        Section 4.3
Compliance Certificates.

    
       

      
        	 	    
      (a) Officer’s
      Certificate of the Company. The Company shall have delivered
      to
      such Purchaser an Officer’s Certificate, dated the Closing Date,
      certifying that the conditions
      specified in Sections 4.1, 4.2 and 4.9 have been
    fulfilled.
	 	 
	 	     (b)
      Secretary’s Certificate
      of the Company. The Company shall have delivered
      to such Purchaser a certificate of its Secretary or an Assistant
      Secretary, dated the
      Closing Date, certifying as to the resolutions attached thereto and other
      corporate proceedings
      relating to the authorization, execution and delivery of the Notes and
      this Agreement.
	 	 
	 	     
      (c)
      Officer’s Certificate of
      the Subsidiary Guarantors. Each Subsidiary Guarantor
      shall have delivered to such Purchaser an Officer’s Certificate, dated the
      Closing
      Date, certifying that the conditions specified in Sections 4.1(b), 4.2 and
      4.9 have been
      fulfilled.
	 	 
	 	    
      (d) Secretary’s
      Certificate of the Subsidiary Guarantors. Each Subsidiary
      Guarantor
      shall have delivered to such Purchaser a certificate of its Secretary or
      an Assistant
      Secretary, dated the Closing Date, certifying as to the resolutions
      attached thereto
      and other corporate or other proceedings relating to the authorization,
      execution and
      delivery of the Subsidiary Guaranty.
	 	 


      

       

    

    
          Section 4.4 Opinions
of Counsel. Such Purchaser shall have received opinions in form
and
substance satisfactory to such Purchaser, dated the Closing Date (a) from Locke
Lord

    

    Bissell
& Liddell LLP, special counsel for the Company and the Subsidiary
Guarantors, covering
the matters set forth in Exhibit 4.4(a) and covering such other matters incident
to the

    transactions
contemplated hereby as such Purchaser or special counsel to the Purchasers may
reasonably
request (and the Company hereby instructs its counsel to deliver such opinion to
the

    Purchasers)
and (b) from Schiff Hardin LLP, special counsel to the Purchasers in connection
with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and covering
such 

    other
matters incident to such transactions as such Purchaser may reasonably
request.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

        Section 4.5 Purchase
Permitted By Applicable Law, Etc. On the Closing Date, such Purchaser’s
purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction
to which such Purchaser is subject, without recourse to provisions (such as
Section
1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance
companies without restriction as to the character of the particular investment,
(b) not violate
any applicable law or regulation (including, without limitation, Regulation T, U
or X of the Board
of Governors of the Federal Reserve System) and (c) not subject such Purchaser
to any tax,
penalty or liability under or pursuant to any applicable law or regulation. If
requested by such
Purchaser, such Purchaser shall have received an Officer’s Certificate from the
Company
certifying as to such matters of fact as such Purchaser may reasonably specify
to enable
such Purchaser to determine whether such purchase is so permitted.

     

        Section 4.6 Sale of
Other Notes. On the Closing Date, the Company shall sell to each
other
Purchaser and each other Purchaser shall purchase the Notes to be purchased by
it on the Closing
Date as specified in Schedule A.

     

        Section 4.7 Payment
of Special Counsel Fees. Without limiting the provisions of Section
15.1, the Company shall have paid on or before the Closing Date, the reasonable
fees, reasonable
charges and reasonable disbursements of special counsel to the Purchasers
referred to in
Section 4.4(b) to the extent reflected in a statement of such counsel rendered
to the Company at least
one Business Day prior to the Closing Date.

     

        Section 4.8 Private
Placement Number. A Private Placement Number issued by Standard
& Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been
obtained
for the Notes.

     

        Section 4.9 Changes
in Corporate Structure. Neither the Company nor any Subsidiary
Guarantor
shall have changed its jurisdiction of incorporation or been a party to any
merger or consolidation,
or shall have succeeded to all or any substantial part of the liabilities of any
other entity,
at any time following the date of the most recent financial statements referred
to in Schedule
5.5.

     

        Section 4.10
Subsidiary Guaranty. The Subsidiary Guaranty shall have been duly
authorized,
executed and delivered by each Subsidiary Guarantor, shall constitute the legal,
valid and
binding contract and agreement of each Subsidiary Guarantor and such Purchaser
shall have
received a true, correct and complete copy thereof.

     

        Section 4.11 Funding
Instructions. At least three Business Days prior to the Closing
Date,
such Purchaser shall have received written instructions signed by a Responsible
Officer on letterhead
of the Company directing the manner of the payment of funds and setting forth
(a) the name and
address of the transferee bank, (b) such transferee bank’s ABA number and (c)
the account
name and number into which the purchase price for the Notes is to be
deposited.

     

        Section 4.12
Proceedings and Documents. All corporate and other organizational
proceedings
in connection with the transactions contemplated by this Agreement and the
Subsidiary
Guaranty and all documents and instruments incident to such transactions shall
be satisfactory
to such Purchaser and special counsel to the Purchasers, and such Purchaser and
special
counsel to the Purchasers shall have received all such counterpart originals or
certified or other
copies of such documents as such Purchaser or special counsel to the Purchasers
may reasonably
request.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    SECTION
5. REPRESENTATIONS AND
WARRANTIES OF THE
COMPANY.

     

        The Company
represents and warrants to each Purchaser that:

     

        Section 5.1
Organization; Power and Authority. The Company is a corporation duly
organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation,
and is duly qualified as a foreign corporation and is in good standing in each
jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the
failure to be so qualified or in good standing would not, individually or in the
aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has the
corporate
power and authority to own or hold under lease the properties it purports to own
or hold
under lease, to transact the business it transacts and proposes to transact, to
execute and deliver
this Agreement and the Notes and to perform the provisions hereof and
thereof.

     

        Section 5.2
Authorization, Etc.

     

    
    

     

    
      	 	     
      (a)
      This Agreement and the Notes to be issued on the Closing Date have been
      duly
      authorized by all necessary corporate action on the part of the Company,
      and this Agreement
      constitutes, and upon execution and delivery thereof each such Note will
      constitute,
      a legal, valid and binding obligation of the Company enforceable against
      the Company
      in accordance with its terms, except as such enforceability may be limited
      by (1)
      applicable bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting
      the enforcement of creditors’ rights generally and (2) general principles
      of equity
      (regardless of whether such enforceability is considered in a proceeding
      in equity 

              or
      at law).

            
	 	 
	 	    
      (b) The Subsidiary Guaranty has been duly authorized by all necessary
      corporate
      or other action on the part of each Subsidiary Guarantor and the
      Subsidiary Guaranty
      constitutes a legal, valid and binding obligation of each Subsidiary
      Guarantor enforceable
      against each Subsidiary Guarantor in accordance with its terms, except as
      such
      enforceability may be limited by (1) applicable bankruptcy, insolvency,
      reorganization,
      moratorium or other similar laws affecting the enforcement of creditors’
      rights
      generally and (2) general principles of equity (regardless of whether such
      enforceability
      is considered in a proceeding in equity or at
  law).


    

     

        Section 5.3
Disclosure. This Agreement, the documents, certificates or other writings
delivered
to the Purchasers by or on behalf of the Company in connection with the
transactions contemplated
hereby and the financial statements listed in Schedule 5.5 (this Agreement, such
documents,
certificates or other writings and such financial statements delivered to each
Purchaser
prior to March 22, 2010, being referred to, collectively, as the “Disclosure Documents”), taken as a
whole, do not contain any untrue statement of a material fact or omit to
state any
material fact necessary to make the statements therein not misleading in light
of the circumstances
under which they were made. Except as disclosed in the Disclosure Documents,
since
December 31, 2009, there has been no change in the financial condition,
operations, business
or properties of the Company or any Restricted Subsidiary except changes that,
individually
or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.
There is no fact known to a Responsible Officer that would reasonably be
expected to have a
Material Adverse Effect that has not been set forth herein or in the Disclosure
Documents;
provided that this
representation shall not include any facts (a) that relate to the industry
in which the Company or any Restricted Subsidiary participates generally or (b)
that relate to
general economic conditions.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    

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

        

      
        
           

          
            	 	     
      (a) Schedule 5.4 contains (except as noted therein) complete and correct
      lists of (1) the Company's Restricted and Unrestricted Subsidiaries,
      showing, as to each Subsidiary, the correct name thereof, the jurisdiction
      of its organization and the percentage of shares of each class of its
      capital stock or similar equity interests outstanding owned by the Company
      and each other Subsidiary, (2) the Company's known Affiliates, other than
      Subsidiaries and (3) the Company's directors and executive
    officers.
	 	 
	 	    
       (b) All of the outstanding shares of capital stock or similar equity
      interests of each Subsidiary shown in Schedule 5.4 as being owned by the
      Company and its Subsidiaries have been validly issued, are fully paid and
      nonassessable and are owned by the Company or another Subsidiary free and
      clear of any Lien (except as otherwise disclosed in Schedule
    5.4).
	 	 
	 	    
       (c) Each Subsidiary identified in Schedule 5.4 is a corporation or
      other legal entity duly organized, validly existing and in good standing
      under the laws of its jurisdiction of organization, and is duly qualified
      as a foreign corporation or other legal entity and is in good standing in
      each jurisdiction in which such qualification is required by law, other
      than those jurisdictions as to which the failure to be so qualified or in
      good standing would not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect. Each such Subsidiary has the
      corporate or other power and authority to own or hold under lease the
      properties it purports to own or hold under lease and to transact the
      business it transacts and proposes to transact and, in the case of each
      Subsidiary that is a Subsidiary Guarantor, to execute and deliver the
      Subsidiary Guaranty and to perform the provisions thereof.
	 	 
	 	     
      (d) No Subsidiary is a party to, or otherwise subject to, any legal,
      regulatory, contractual or other restriction (other than this Agreement,
      the agreements listed on Schedule 5.4 and customary limitations imposed by
      corporate law or similar statutes) restricting the ability of such
      Subsidiary to pay dividends out of profits or make any other similar
      distributions of profits to the Company or any other Subsidiary that owns
      outstanding shares of capital stock or similar equity interests of such
      Subsidiary.
	 	 


          

           

        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

    

    

      


          Section 5.5 Financial
Statements; Material Liabilities. The Company has delivered
to each Purchaser copies of the financial statements of the Company and its
Subsidiaries listed on Schedule 5.5. All of said financial statements (including
in each case the related schedules and notes) fairly present, in all material
respects, the consolidated financial position of the Company and its
Subsidiaries as of the respective dates specified in such Schedule and the
consolidated results of their operations and cash flows for the respective
periods so specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes thereto
(subject, in the case of any interim financial statements, to normal year-end
adjustments). The Company and its Subsidiaries do not have any Material
liabilities that are not disclosed on such financial statements or otherwise
disclosed in the Disclosure Documents.

      


          Section 5.6
Compliance with Laws, Other Instruments, Etc. The execution, delivery and
performance by the Company of this Agreement and the Notes and the execution,
delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty
will not (a) contravene, result in any breach of, or constitute a default under,
or result in the creation of any Lien in respect of any property of the Company
or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase
or credit agreement, lease, corporate charter or by-laws, or any other agreement
or instrument to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may be bound or
affected, (b) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree or ruling of any court,
arbitrator or Governmental Authority applicable to the Company or any Subsidiary
or (c) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Subsidiary.

      


          Section 5.7
Governmental Authorizations, Etc. No consent, approval or authorization
of, or registration, filing or declaration with, any Governmental Authority is
required to be made or obtained by the Company or any Subsidiary in connection
with the execution, delivery or performance by (a) the Company of this Agreement
or the Notes or (b) any Subsidiary Guarantor of the Subsidiary
Guaranty.

      


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

       

      
        	 	    
      (a) There are no actions, suits, investigations or proceedings pending or,
      to the knowledge of the Company, threatened against or affecting the
      Company or any Restricted Subsidiary or any property of the Company or any
      Restricted Subsidiary in any court or before any arbitrator of any kind or
      before or by any Governmental Authority that, individually or in the
      aggregate, would reasonably be expected to have a Material Adverse
      Effect.
	 	 
	 	    
      (b) Neither the Company nor any Restricted Subsidiary is in default under
      any term of any agreement or instrument to which it is a party or by which
      it is bound, or any order, judgment, decree or ruling of any court,
      arbitrator or Governmental Authority or is in violation of any applicable
      law, ordinance, rule or regulation (including, without limitation,
      Environmental Laws, ERISA or the USA Patriot Act) of any Governmental
      Authority, which default or violation, individually or in the aggregate,
      would reasonably be expected to have a Material Adverse
  Effect.
	 	 


      

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

         Section 5.9 Taxes. The Company and its
Subsidiaries have filed all tax returns that are required to have
been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or
their properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent,
except for any taxes and assessments (a) the amount of which is not,
individually or in the aggregate, Material or (b) the amount, applicability or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with GAAP. The Company
knows of no basis for any other tax or assessment that would reasonably be
expected to have a Material Adverse Effect. The charges, accruals and reserves
on the books of the Company and its Subsidiaries in respect of federal, state or
other taxes for all fiscal periods are adequate. The federal income tax
liabilities of the Company and its Subsidiaries have been finally determined
(whether by reason of completed audits or the statute of limitations having run)
for all fiscal years up to and including the fiscal year ended December 31,
2007.

      


         Section 5.10 Title to Property; Leases. The
Company and its Restricted Subsidiaries have good and sufficient title to their
respective properties which the Company and its Restricted Subsidiaries own or
purport to own that, individually or in the aggregate, are Material, including
all such properties reflected in the most recent audited balance sheet referred
to in Section 5.5 or purported to have been acquired by the Company or any
Restricted Subsidiary after said date (except as sold or otherwise disposed of
in the ordinary course of business), in each case free and clear of Liens
prohibited by this Agreement. All leases that, individually or in the aggregate,
are Material are valid and subsisting and are in full force and effect in all
material respects.

      


         Section 5.11 Licenses, Permits,
Etc.

       

      
        	 	    
      (a) The Company and its Restricted Subsidiaries own or possess all
      licenses, permits, franchises, authorizations, patents, copyrights,
      proprietary software, service marks, trademarks, trade names and domain
      names, or rights thereto, that, individually or in the aggregate, are
      Material, without known conflict with the rights of others.
	 	 
	 	     
      (b) To the best knowledge of the Company, no product of the Company or any
      of its Restricted Subsidiaries infringes in any material respect any
      license, permit, franchise, authorization, patent, copyright, proprietary
      software, service mark, trademark, trade name, domain name or other right
      owned by any other Person.
	 	 
	 	     
      (c) To the best knowledge of the Company, there is no Material violation
      by any Person of any right of the Company or any of its Restricted
      Subsidiaries with respect to any patent, copyright, proprietary software,
      service mark, trademark, trade name, domain name or other right owned or
      used by the Company or any of its Restricted Subsidiaries.
	 	 


      

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

          Section 5.12
Compliance with ERISA.

       

      
        	 	    
      (a) The Company and each ERISA Affiliate have operated and administered
      each Plan in compliance with all applicable laws except for
      such instances of noncompliance as have not resulted in, and would not
      reasonably be expected to result in, a Material Adverse Effect. Neither
      the Company nor any ERISA Affiliate has incurred any liability pursuant to
      Title I or IV of ERISA or the penalty or excise tax provisions of the Code
      relating to employee benefit plans (as defined in Section 3 of ERISA), and
      no event, transaction or condition has occurred or exists that would
      reasonably be expected to result in the incurrence of any such liability
      by the Company or any ERISA Affiliate, or in the imposition of any Lien on
      any of the rights, properties or assets of the Company or any ERISA
      Affiliate, in either case pursuant to Title I or IV of ERISA or to such
      penalty or excise tax provisions or to Section 412 or Section 430 of the
      Code or Section 4068 of ERISA, other than such liabilities or Liens as
      would not be, individually or in the aggregate, Material.
	 	 
	 	    
      (b) The present value of the aggregate benefit liabilities under each of
      the Plans (other than Multiemployer Plans), determined as of the end of
      such Plan's most recently ended plan year on the basis of the actuarial
      assumptions specified for funding purposes in such Plan's most recent
      actuarial valuation report, did not exceed the aggregate current value of
      the assets of such Plan allocable to such benefit liabilities. The term
      "benefit liabilities" has the meaning specified in Section 4001 of ERISA
      and the terms "current value" and "present value" have the meanings
      specified in Section 3 of ERISA.
	 	 
	 	    
      (c) The Company and its ERISA Affiliates have not incurred any withdrawal
      liabilities (and are not subject to contingent withdrawal liabilities)
      under Section 4201 or 4204 of ERISA in respect of Multiemployer Plans
      that, individually or in the aggregate, are Material.
	 	 
	 	    
      (d) The expected post-retirement benefit obligation (determined as of the
      last day of the Company's most recently ended fiscal year in accordance
      with Financial Accounting Standards Board Statement No. 106, without
      regard to liabilities attributable to continuation coverage mandated by
      Section 4980B of the Code) of the Company and its Subsidiaries is not
      Material.
	 	 
	 	    
      (e) The execution and delivery of this Agreement and the issuance and sale
      of the Notes hereunder to each Purchaser will not involve any transaction
      with respect to such Purchaser that is subject to the prohibitions of
      Section 406 of ERISA or in connection with which a tax would be imposed
      pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by
      the Company to each Purchaser in the first sentence of this Section
      5.12(e) is made in reliance upon and subject to the accuracy of such
      Purchaser's representation in Section 6.3 as to the sources of the funds
      to be used to pay the purchase price of the Notes to be purchased by such
      Purchaser.


      

       

        

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

         Section 5.13 Private Offering by the Company.
Neither the Company nor anyone acting on the Company's behalf has
offered the Notes, the Subsidiary Guaranty or any similar securities for sale
to, or solicited any offer to buy any of the same from, or otherwise approached
or negotiated in respect thereof with, any Person other than the Purchasers,
each of which has been offered the Notes and the Subsidiary Guaranty in
connection with a private sale for investment. Neither the Company nor anyone
acting on the Company's behalf has taken, or will take, any action that would
subject the issuance or sale of the Notes or the Subsidiary Guaranty to the
registration requirements of Section 5 of the Securities Act or to the
registration requirements of any securities or blue sky laws of any applicable
jurisdiction. The representation by the Company in the preceding sentence is
made in reliance upon and subject to the accuracy of the Purchasers'
representations in Sections 6.1 and Section 6.2.

      


         Section 5.14 Use of Proceeds; Margin
Regulations. The Company will apply the proceeds of the sale of the Notes
to refinance existing indebtedness and for other general corporate purposes of
the Company. No part of the proceeds from the sale of the Notes hereunder will
be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or
trading in any securities under such circumstances as to involve the Company in
a violation of Regulation X of said Board (12 CFR 224) or to involve any broker
or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin
stock does not constitute more than 10% of the value of the consolidated total
assets of the Company and its Subsidiaries and the Company does not have any
present intention that margin stock will constitute more than 10% of the value
of such assets. As used in this Section, the terms "margin stock" and "purpose
of buying or carrying" shall have the meanings assigned to them in said
Regulation U.

      


         Section 5.15 Existing Debt; Future
Liens.

       

      
        	 	     
      (a) Except as described therein, Schedule 5.15 sets forth a complete and
      correct list of all outstanding Debt of the Company and its Restricted
      Subsidiaries as of December 31, 2009 (including a description of the
      obligors and obligees, principal amount outstanding and collateral
      therefor, if any, and Guaranty thereof, if any), since which date there
      has been no Material change in the amounts, interest rates, sinking funds,
      installment payments or maturities of the Debt of the Company or its
      Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary
      is in default and no waiver of default is currently in effect, in the
      payment of any principal or interest on any Debt of the Company or such
      Restricted Subsidiary, and no event or condition exists with respect to
      any Debt of the Company or any Restricted Subsidiary, that would permit
      (or that with notice or the lapse of time, or both, would permit) one or
      more Persons to cause such Debt to become due and payable before its
      stated maturity or before its regularly scheduled dates of
    payment.
	 	 
	 	    
      (b) Except as disclosed in Schedule 5.15, neither the Company nor any
      Restricted Subsidiary has agreed or consented to cause or permit in the
      future (upon the happening of a contingency or otherwise) any of its
      property, whether now owned or hereafter acquired, to be subject to a Lien
      not permitted by Section 10.3.
	 	 


      

       

        


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      


       

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


      

       

          Section 5.16
Foreign Assets Control Regulations, Etc.

       

      
        	 	    
      (a) Neither the sale of the Notes by the Company hereunder nor its use of
      the proceeds thereof will violate the Trading with the Enemy Act, as
      amended, or any of the foreign assets control regulations of the United
      States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
      any enabling legislation or executive order relating thereto.
	 	 
	 	    
      (b) Neither the Company nor any Subsidiary (1) is a Person described or
      designated in the Specially Designated Nationals and Blocked Persons List
      of the Office of Foreign Assets Control or in Section 1 of the
      Anti-Terrorism Order or (2) knowingly engages in any dealings or
      transactions with any such Person. The Company and its Subsidiaries are in
      compliance, in all material respects, with the USA Patriot
  Act.
	 	 
	 	    
      (c) No part of the proceeds from the sale of the Notes hereunder will be
      used, directly or indirectly, for any payments to any governmental
      official or employee, political party, official of a political party,
      candidate for political office, or anyone else acting in an official
      capacity, in order to obtain, retain or direct business or obtain any
      improper advantage, in violation of the United States Foreign Corrupt
      Practices Act of 1977, as amended, assuming in all cases that such Act
      applies to the Company.
	 	 

  


          Section 5.17 Status
under Certain Statutes. Neither the Company nor any Restricted Subsidiary
is subject to regulation under the Investment Company Act of 1940, as amended,
the Public Utility Holding Company Act of 2005, as amended, the ICC Termination
Act of 1995, as amended, or the Federal Power Act, as amended.

      


          Section 5.18
Environmental Matters.

       

      
        	 	    
      (a) Neither the Company nor any Restricted Subsidiary has knowledge of any
      claim or has received any notice of any claim, and no proceeding has been
      instituted raising any claim against the Company or any of its Restricted
      Subsidiaries or any of their respective real properties now or formerly
      owned, leased or operated by any of them or other assets, alleging any
      damage to the environment or violation of any Environmental Laws, except,
      in each case, such as would not reasonably be expected to result in a
      Material Adverse Effect.
	 	 
	 	    
      (b) Neither the Company nor any Restricted Subsidiary has knowledge of any
      facts which would give rise to any claim, public or private, of violation
      of Environmental Laws or damage to the environment emanating from,
      occurring on or in any way related to real properties now or formerly
      owned, leased or operated by any of them or to other assets or their use,
      except, in each case, such as would not reasonably be expected to result
      in a Material Adverse Effect.
	 	 


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


       

      
        	 	   
      (c) Neither the Company nor any Restricted Subsidiary has stored any
      Hazardous Materials on real properties now or formerly
      owned, leased or operated by any of them or has disposed of any Hazardous
      Materials in each case in a manner contrary to any Environmental Laws in
      each case in any manner that would reasonably be expected to result in a
      Material Adverse Effect.
	 	 
	 	   
       (d) All buildings on all real properties now owned, leased or
      operated by the Company or any Restricted Subsidiary are in compliance
      with applicable Environmental Laws, except where failure to comply would
      not reasonably be expected to result in a Material Adverse
    Effect.
	 	 


      

       

          Section 5.19 Notes
Rank Pari Passu.

       

      
        	 	   
      (a) The obligations of the Company under this Agreement and the Notes rank
      pari passu in
      right of payment with all other unsecured Senior Debt (actual or
      contingent) of the Company, including, without limitation, all unsecured
      Senior Debt of the Company described in Schedule 5.15.
	 	 
	 	   
      (b) The obligations of each Subsidiary Guarantor under the Subsidiary
      Guaranty rank pari passu in right
      of payment with all other unsecured Senior Debt (actual or contingent) of
      such Subsidiary Guarantor, including, without limitation, all unsecured
      Senior Debt of such Subsidiary Guarantor described in Schedule
    5.15.
	 	 


      

       

      


      SECTION
6. REPRESENTATIONS OF THE PURCHASERS.

      


          Section 6.1 Purchase
for Investment. Each Purchaser severally represents that it is purchasing
the Notes for its own account or for one or more separate accounts maintained by
it or for the account of one or more pension or trust funds and not with a view
to the distribution thereof, provided
that any Notes purchased by Bank of America Merrill Lynch on the Closing Date
may, in the alternative, be purchased with the intent to be resold to a
Qualified Institutional Buyer pursuant to Rule 144A of the Securities Act, provided further that, in any case, the
disposition of such Purchaser's or such pension or trust fund's property shall
at all times be within such Purchaser's or such pension or trust fund's control.
Each Purchaser understands that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under circumstances where neither such registration nor such an exemption is
required by law, and that the Company is not required to register the
Notes.

      


          Section 6.2
Accredited Investor. Each Purchaser represents that it is an "accredited
investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act) acting for its own account (and not for the account of
others) or as a fiduciary or agent for others (which others are also "accredited
investors"). Each Purchaser further represents that such Purchaser has had the
opportunity to ask questions of the Company and received answers concerning the
terms and conditions of the sale of the Notes.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

          Section 6.3 Source of
Funds. Each Purchaser
severally represents that at least one of the following statements is an accurate representation as to each source of funds
(a "Source") to be used by such
Purchaser to pay the purchase price of the Notes to be purchased by such
Purchaser hereunder:

       

      
      

       

      
        	 	    
      (a) the Source is an "insurance company general account" (as the term is
      defined in the United States Department of Labor's Prohibited Transaction
      Class Exemption ("PTE") 95-60) in respect of which the reserves and
      liabilities (as defined by the annual statement for life insurance
      companies approved by the NAIC (the "NAIC
      Annual Statement")) for the general account contract(s) held by or
      on behalf of any employee benefit plan together with the amount of the
      reserves and liabilities for the general account contract(s) held by or on
      behalf of any other employee benefit plans maintained by the same employer
      (or affiliate thereof as defined in PTE 95- 60) or by the same employee
      organization in the general account do not exceed 10% of the total
      reserves and liabilities of the general account (exclusive of separate
      account liabilities) plus surplus as set forth in the NAIC
      Annual Statement filed with such Purchaser's state of domicile;
    or
	 	 
	 	    
      (b) the Source is a separate account that is maintained solely in
      connection with such Purchaser's fixed contractual obligations under which
      the amounts payable, or credited, to any employee benefit plan (or its
      related trust) that has any interest in such separate account (or to any
      participant or beneficiary of such plan (including any annuitant)) are not
      affected in any manner by the investment performance of the separate
      account; or
	 	 
	 	    
      (c) the Source is either (1) an insurance company pooled separate account,
      within the meaning of PTE 90-1 or (2) a bank collective investment fund,
      within the meaning of PTE 91-38 and, except as disclosed by such Purchaser
      to the Company in writing pursuant to this clause (c), no employee benefit
      plan or group of plans maintained by the same employer or employee
      organization beneficially owns more than 10% of all assets allocated to
      such pooled separate account or collective investment fund;
or
	 	 
	 	    
      (d) the Source constitutes assets of an "investment fund" (within the
      meaning of Part V of PTE 84-14 (the "QPAM
      Exemption")) managed by a "qualified professional asset manager" or
      "QPAM" (within the meaning of Part V of the QPAM Exemption), no employee
      benefit plan's assets that are included in such investment fund, when
      combined with the assets of all other employee benefit plans established
      or maintained by the same employer or by an affiliate (within the meaning
      of Section V(c)(1) of the QPAM Exemption) of such employer or by the same
      employee organization and managed by such QPAM, exceed 20% of the total
      client assets managed by such QPAM, the conditions of Part I(c) and (g) of
      the QPAM Exemption are satisfied, neither the QPAM nor a Person
      controlling or controlled by the QPAM (applying the definition of
      "control" in Section V(e) of the QPAM Exemption) owns a 5% or more
      interest in the Company and (1) the identity of such QPAM and (2) the
      names of all employee benefit plans whose assets are included in such
      investment fund have been disclosed to the Company in writing pursuant to
      this clause (d); or
	 	 


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


       

      
        	 	     (e)
      the Source constitutes assets of a "plan(s)" (within the meaning of
      Section IV of PTE 96-23 (the "INHAM Exemption")) managed by an "in-house asset manager"
      or "INHAM" (within the meaning of Part IV of the INHAM Exemption), the
      conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied,
      neither the INHAM nor a Person controlling or controlled by the INHAM
      (applying the definition of "control" in Section IV(d) of the INHAM
      Exemption) owns a 5% or more interest in the Company and (1) the identity
      of such INHAM and (2) the name(s) of the employee benefit plan(s) whose
      assets constitute the Source have been disclosed to the Company in writing
      pursuant to this clause (e); or
	 	 
	 	    
      (f) the Source is a governmental plan; or
	 	 
	 	    
      (g) the Source is one or more employee benefit plans, or a separate
      account or trust fund comprised of one or more employee benefit plans,
      each of which has been identified to the Company in writing pursuant to
      this clause (g); or
	 	 
	 	    
      (h) the Source does not include assets of any employee benefit plan, other
      than a plan exempt from the coverage of ERISA.
	 	 


      

       

      As used
in this Section 6.3, the terms "employee benefit plan," "governmental plan" and
"separate account" shall have the respective meanings assigned to such terms in
Section 3 of ERISA.

      


      SECTION
7. INFORMATION AS TO COMPANY.

      


          Section 7.1 Financial and Business
Information. The Company shall deliver to each holder of Notes that is an
Institutional Investor:

       

      
        	 	 (a) Quarterly Statements - within 60 days
      after the end of each quarterly fiscal period in each fiscal year of the
      Company (other than the last quarterly fiscal period of each such fiscal
      year), copies of:


      

       

      
        	 	 (1) a
      consolidated balance sheet of the Company and its Subsidiaries as at the
      end of such quarter, and
	 	 
	 	 (2)
      consolidated statements of income, changes in shareholders' equity and
      cash flows of the Company and its Subsidiaries for such quarter and (in
      the case of the second and third quarters) for the portion of the fiscal
      year ending with such quarter,


      

       

      setting
forth in each case in comparative form the figures for the corresponding periods
in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified
by a Senior Financial -15- Officer as fairly presenting, in all material
respects, the financial position of the companies being reported on and their
results of operations and cash flows, subject to changes resulting from year-end
adjustments, provided that delivery within the time period
specified above of copies of the Company's Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with the SEC
shall be deemed to satisfy the requirements of this Section 7.1(a);

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
 

          (b) Annual Statements - within 105 days after the
end of each fiscal year of the Company, copies of:

       

      
        	 	 (1) a
      consolidated balance sheet of the Company and its Subsidiaries, as at the
      end of such year, and
	 	 
	 	 (2)
      consolidated statements of income, changes in shareholders' equity and
      cash flows of the Company and its Subsidiaries, for such
  year,


      

       

      setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail, prepared in accordance with GAAP, and accompanied by
an opinion thereon of independent certified public accountants of recognized
national standing, which opinion shall state that such financial statements
present fairly, in all material respects, the financial position of the
companies being reported upon and their results of operations and cash flows and
have been prepared in conformity with GAAP, and that the examination of such
accountants in connection with such financial statements has been made in
accordance with generally accepted auditing standards, and that such audit
provides a reasonable basis for such opinion in the circumstances, provided that the
delivery within the time period specified above of the Company's Annual Report
on Form 10-K for such fiscal year (together with the Company's annual report to
shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act)
prepared in accordance with the requirements therefor and filed with the SEC
shall be deemed to satisfy the requirements of this Section 7.1(b);

      


          (c) SEC and Other Reports - except for filings
referred to in Section 7.1(a) and (b) above, promptly upon their becoming
available and, to the extent applicable, one copy of (1) each financial
statement, report, notice or proxy statement sent by the Company or any
Subsidiary to its principal lending banks as a whole (excluding information sent
to such banks in the ordinary course of administration of a bank facility, such
as information relating to pricing and borrowing availability) or to its public
securities holders generally and (2) each regular or periodic report, each
registration statement that shall have become effective (without exhibits except
as expressly requested by such holder), and each final prospectus and all
amendments thereto filed by the Company or any Subsidiary with the
SEC;

      


          (d) Notice of Default or Event of Default -
promptly, and in any event within five Business Days after a Responsible Officer
becomes aware of the existence of any Default or Event of Default or that any
holder of Notes has given any notice in writing or taken any action with respect
to a claimed default hereunder or that any Person has given -16- any notice in
writing or taken any action with respect to a claimed default of the type
referred to in Section 11(g), a written notice specifying the nature and period
of existence thereof and what action the Company is taking or proposes to take
with respect thereto;

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
 

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

      


       

      
        	 	 (1)
      with respect to any Plan, any reportable event, as defined in Section
      4043(c) of ERISA and the regulations thereunder, for which notice thereof
      has not been waived pursuant to such regulations as in effect on the date
      thereof; or
	 	 
	 	 (2) the taking
      by the PBGC of steps to institute, or the threatening by the PBGC of the
      institution of, proceedings under Section 4042 of ERISA for the
      termination of, or the appointment of a trustee to administer, any Plan,
      or the receipt by the Company or any ERISA Affiliate of a notice from a
      Multiemployer Plan that such action has been taken by the PBGC with
      respect to such Multiemployer Plan; or
	 	 
	 	 (3) any event,
      transaction or condition that would result in the incurrence of any
      liability by the Company or any ERISA Affiliate pursuant to Title I or IV
      of ERISA or the imposition of a penalty or excise tax under the provisions
      of the Code relating to employee benefit plans, or the imposition of any
      Lien on any of the rights, properties or assets of the Company or any
      ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or
      excise tax provisions, if such liability or Lien, taken together with any
      other such liabilities or Liens then existing, would reasonably be
      expected to have a Material Adverse Effect; or
	 	 
	 	 (4) receipt of
      notice of the imposition of a Material financial penalty (which for this
      purpose shall mean any tax, penalty or other liability, whether by way of
      indemnity or otherwise) with respect to one or more Non-U.S.
    Plans;
	 	 


      

       

          (f) Notices from Governmental
Authority - promptly, and in any event within 30 days of receipt thereof,
copies of any notice to the Company or any Subsidiary from any federal or state
Governmental Authority relating to any order, ruling, statute or other law or
regulation that would reasonably be expected to have a Material Adverse Effect;
and

      


          (g) Requested Information -
with reasonable promptness, such other data and information relating to the
business, operations, affairs, financial condition, assets or properties of the
Company or any of its Subsidiaries or relating to the ability of the Company to
perform its obligations hereunder and under the Notes as from time to time may
be reasonably requested by any such holder of Notes or such information
regarding the Company required to satisfy the requirements of 17 C.F.R.
§230.144A, as amended from time to time, in connection with any contemplated
transfer of the Notes.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
 

      
            Notwithstanding the
foregoing, in the event that one or more Unrestricted Subsidiaries shall either
(i) own more than 10% of the consolidated total assets of the
Company and its Subsidiaries or (ii) account for more than 10% of the
consolidated gross revenues of the Company and its Subsidiaries, determined in
each case in accordance with GAAP, then, within the respective periods provided
in Section 7.1(a) and (b) above, the Company shall deliver to each holder of
Notes that is an Institutional Investor, unaudited financial statements of the
character and for the dates and periods as in said Sections 7.1(a) and (b)
covering such group of Unrestricted Subsidiaries (on a consolidated basis),
together with a consolidating statement reflecting eliminations or adjustments
required to reconcile the financial statements of such group of Unrestricted
Subsidiaries to the financial statements delivered pursuant to Sections 7.1(a)
and (b).

        


            Section 7.2 Officer's
Certificate. Each set of financial statements delivered to a holder of
Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a
certificate of a Senior Financial Officer of the Company setting
forth:

        


         

        
          	 	   (a)
      Covenant Compliance - the
      information (including reasonably detailed calculations) required in order
      to establish whether the Company was in compliance with the requirements
      of Section 10.1 through Section 10.3, inclusive, and Section 10.5 during
      the quarterly or annual period covered by the statements then being
      furnished (including with respect to each such Section, where applicable,
      the calculations of the maximum or minimum amount, ratio or percentage, as
      the case may be, permissible under the terms of such Sections, and the
      calculation of the amount, ratio or percentage then in existence);
      and
	 	 
	 	   (b)
      Event of Default - a statement
      that such Senior Financial Officer has reviewed the relevant terms hereof
      and has made, or caused to be made, under his or her supervision, a review
      of the transactions and conditions of the Company and its Subsidiaries
      from the beginning of the quarterly or annual period covered by the
      statements then being furnished to the date of the certificate and that
      such review shall not have disclosed the existence during such period of
      any condition or event that constitutes a Default or an Event of Default
      or, if any such condition or event existed or exists specifying the nature
      and period of existence thereof and what action the Company shall have
      taken or proposes to take with respect thereto.
	 	 


        

         

        Section 7.3 Visitation. The Company shall
permit the representatives of each holder of Notes that is an Institutional
Investor:

         

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


        

         

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

        
 

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


        

         

        SECTION
8. PAYMENT OF THE NOTES.

        


            Section 8.1 Required
Prepayments; Maturity. The Notes shall not be subject to any required
prepayments and the entire unpaid principal amount of the Notes shall become due
and payable on April 29, 2020.

        


           Section 8.2 Optional Prepayments.

        
        

         

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


        

        
 

            Section 8.3
Allocation of Partial Prepayments. In the case of each partial prepayment
of the Notes pursuant to the provisions of Section 8.2, the principal amount of
the Notes to be prepaid shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof.

         

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

        
 

            Section 8.4 Maturity;
Surrender, Etc. In the case of each prepayment of Notes
pursuant to this Section 8, the principal amount of each Note to be prepaid
shall mature and become due and payable on the date fixed for such prepayment
(which shall be a Business Day), together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if any. From and
after such date, unless the Company shall fail to pay such principal amount when
so due and payable, together with the interest and Make-Whole Amount, if any, as
aforesaid, interest on such principal amount shall cease to accrue. Any Note
paid or prepaid in full shall be surrendered to the Company and cancelled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid
principal amount of any Note.

        


            Section 8.5 Purchase
of Notes. The Company will not, and will not permit any Affiliate to,
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding Notes except (a) upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes or (b) pursuant to a
written offer to purchase any outstanding Notes made by the Company or an
Affiliate pro rata to the holders of the Notes upon the same terms and
conditions. Any such offer shall provide each holder of the Notes with
sufficient information to enable it to make an informed decision with respect to
such offer and shall remain open for at least 10 Business Days. If the holders
of more than 50% of the outstanding principal amount of the Notes accept such
offer, the Company shall promptly notify the remaining holders of Notes of such
fact and the expiration date for the acceptance by such holders of Notes of such
offer shall be extended by the number of days necessary to give each such
remaining holders of Notes at least 5 Business Days from its receipt of such
notice to accept such offer. The Company will promptly cancel all Notes acquired
by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes
pursuant to any provision of this Agreement and no Notes may be issued in
substitution or exchange for any such Notes.

        


            Section 8.6 Offer to
Prepay Upon Sale of Assets.

         

        
          	 	 (a) Notice and Offer.
      In the event of a sale, lease or other disposition of a "substantial part"
      of the assets of the Company or any Restricted Subsidiary where the
      Company has elected to apply the net proceeds of such sale, lease or other
      disposition pursuant to Section 10.5(b), the Company shall, no later than
      the 305th day following the date of such sale, lease or other disposition,
      give written notice of such event (a "Sale of Assets Prepayment
      Event") to each holder of Notes. Such notice shall contain, and
      shall constitute, an irrevocable offer to prepay a Ratable Portion of the
      Notes held by such holder on the date specified in such notice (the "Sale of Assets Prepayment
      Date") which date shall be not less than 30 days and not more than
      60 days after such notice.
	 	 
	 	 (b) Acceptance and
      Payment. A holder of Notes may accept or reject the offer to prepay
      pursuant to this Section 8.6 by causing a notice of such acceptance or
      rejection to be delivered to the Company at least 10 days prior to the
      Sale of Assets Prepayment Date. A failure by a holder of the Notes to
      respond to an offer to prepay made pursuant to this Section 8.6 shall be
      deemed to constitute an acceptance of such offer by such holder. If so
      accepted, such offered prepayment in respect of the Ratable Portion of the
      Notes of each holder that has accepted such offer shall be due and payable
      on the Sale of Assets Prepayment Date. Such offered prepayment shall be
      made at 100% of the aggregate Ratable Portion of the Notes of each holder
      that has accepted such offer, together with interest on that portion of
      the Notes then being prepaid accrued to the Sale of Assets Prepayment
      Date, but, in any case, without any Make-Whole Amount.
	 	 


        

        
 

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

         

        
        

         

        
          	 	 (c) Officer's
      Certificate. Each offer to prepay the Notes pursuant to this
      Section 8.6 shall be accompanied by a certificate, executed by a Senior
      Financial Officer of the Company and dated the date of such offer,
      specifying: (1) the Sale of Assets Prepayment Date; (2) that such offer is
      being made pursuant to this Section 8.6 and that the failure by a holder
      to respond to such offer by the deadline established in Section 8.6(b)
      shall result in such offer to such holder being deemed accepted; (3) the
      Ratable Portion of each such Note offered to be prepaid; (4) the interest
      that would be due on the Ratable Portion of each such Note offered to be
      prepaid, accrued to the Sale of Assets Prepayment Date; (5) that the
      conditions of this Section 8.6 have been satisfied and (6) in reasonable
      detail, a description of the nature and date of the Sale of Assets
      Prepayment Event giving rise to such offer of
  prepayment.


        

         

            Section 8.7
Offer to Prepay in the Event of a Change in Control.

         

        
        

         

        
          	 	 (a) Notice of Change in Control or Control
      Event. The Company will, within 10 Business Days after any
      Responsible Officer has knowledge of the occurrence of any Change in
      Control or Control Event, give written notice of such Change in Control or
      Control Event to each holder of Notes unless notice in respect of such
      Change in Control (or the Change in Control contemplated by such Control
      Event) shall have been given pursuant to Section 8.7(b). If a Change in
      Control has occurred, such notice shall contain and constitute an offer to
      prepay Notes as described in Section 8.7(c) and shall be accompanied by
      the certificate described in Section 8.7(g).
	 	 
	 	 (b) Condition to Company Action. The Company
      will not take any action that consummates or finalizes a Change in Control
      unless (1) at least 30 days prior to such action it shall have given to
      each holder of Notes written notice containing and constituting an offer
      to prepay Notes as described in Section 8.7(c), accompanied by the
      certificate described in Section 8.7(g), and (2) contemporaneously with
      such action, the Company prepays all Notes required to be prepaid in
      accordance with this Section 8.7.
	 	 
	 	 (c) Offer to Prepay Notes. The offer to
      prepay Notes contemplated by Sections 8.7(a) and (b) shall be an offer to
      prepay, in accordance with and subject to this Section 8.7, all, but not
      less than all, Notes held by each holder (in this case only, "holder" in
      respect of any Note registered in the name of a nominee for a disclosed
      beneficial owner shall mean such beneficial owner) on a date specified in
      such offer (the "Change in Control Proposed Prepayment Date").
      If such Change in Control Proposed Prepayment Date is in connection with
      an offer contemplated by Section 8.7, such date shall be a Business Day
      not less than 30 days and not more than 60 days after the date of such
      offer (or if the Change in Control Proposed Prepayment Date shall not be
      specified in such offer, the Change in Control Proposed Prepayment Date
      shall be the Business Day nearest to the 30th day after the date of such
      offer).
	 	 


        

         

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

        


         

        


         

        
          	 	  (d)
      Acceptance; Rejection. A holder of
      Notes may accept or reject the offer to prepay made pursuant to this
      Section 8.7 by causing a notice of such acceptance or rejection to be
      delivered to the Company at least five Business Days prior to the Change
      in Control Proposed Prepayment Date. A failure by a holder of Notes to so
      respond to an offer to prepay made pursuant to this Section 8.7 shall be
      deemed to constitute a rejection of such offer by such
    holder.

	 	 
	 	 (e) Prepayment. Prepayment of the Notes to
      be prepaid pursuant to this Section 8.7 shall be at 100% of the principal
      amount of such Notes, together with accrued and unpaid interest on such
      Notes accrued to the date of prepayment but without any Make-Whole Amount.
      The prepayment shall be made on the Change in Control Proposed Prepayment
      Date, except as provided by Section 8.7(f).
	 	 
	 	 (f) Deferral Pending Change in Control. The
      obligation of the Company to prepay Notes pursuant to the offers required
      by Section 8.7(c) and accepted in accordance with Section 8.7(d) is
      subject to the occurrence of the Change in Control in respect of which
      such offers and acceptances shall have been made. In the event that such
      Change in Control does not occur on the Change in Control Proposed
      Prepayment Date in respect thereof, the prepayment shall be deferred
      until, and shall be made on the date on which, such Change in Control
      occurs. The Company shall keep each holder of Notes reasonably and timely
      informed of (1) any such deferral of the date of prepayment, (2) the date
      on which such Change in Control and the prepayment are expected to occur
      and (3) any determination by the Company that efforts to effect such
      Change in Control have ceased or been abandoned (in which case the offers
      and acceptances made pursuant to this Section 8.7 in respect of such
      Change in Control automatically shall be deemed rescinded without penalty
      or other liability).
	 	 
	 	 (g) Officer's Certificate. Each offer to
      prepay the Notes pursuant to this Section 8.7 shall be accompanied by a
      certificate, executed by a Senior Financial Officer and dated the date of
      such offer, specifying (1) the Change in Control Proposed Prepayment Date,
      (2) that such offer is made pursuant to this Section 8.7, (3) the
      principal amount of each Note offered to be prepaid, (4) the interest that
      would be due on each Note offered to be prepaid, accrued to the Change in
      Control Proposed Prepayment Date, (5) that the conditions of this Section
      8.7 have been fulfilled and (6) in reasonable detail, the nature and date
      of the Change in Control.
	 	 
	 	 (h) "Change in Control" shall mean, either of
      (1) the acquisition by any "person" or "group" (as such terms are used in
      Sections 13(d) and Section 14(d) of the Exchange Act as in effect on the
      date of the Closing) at any time of beneficial ownership of more than 50%
      of the outstanding capital stock or other equity interests of the Company
      on a fully-diluted basis or (2) any "Change of Control" (or words of like
      import), as defined in any Material Loan Agreement shall
  occur.
	 	 


        

         

         

         

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        


         

        


         

        
          	 	 (i) "Control Event" shall mean (1) the
      execution by the Company or any of its Affiliates of any agreement or
      letter of intent with respect to any proposed transaction or event or
      series of transactions or events which, individually or in the aggregate,
      may reasonably be expected to result in a Change in Control, (2) the
      execution of any written agreement which, when fully performed by the
      parties thereto, would result in a Change in Control or (3) the making of
      any written offer by any "person" or "group" (as such terms are used in
      Section 13(d) and Section 14(d) of the Exchange Act as in effect on the
      Closing Date) to the holders of equity interests of the Company or of any
      of its Affiliates, which offer, if accepted by the requisite number of
      holders, would result in a Change in
Control.


        

         

         

            Section 8.8
Make-Whole Amount. The term "Make-Whole
Amount" shall mean, with respect to any Note, an amount
equal to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Notes, minus the amount of such Called Principal,
provided that the Make-Whole Amount may
in no event be less than zero. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:

         

        
        

         

        
          	 	 "Called Principal" shall mean, with
      respect to any Note, the principal of such Note that is to be prepaid
      pursuant to Section 8.2 or has become or is declared to be immediately due
      and payable pursuant to Section 12.1, as the context
requires.
	 	 
	 	 "Discounted Value" shall mean, with
      respect to the Called Principal of any Note, the amount obtained by
      discounting all Remaining Scheduled Payments with respect to such Called
      Principal from their respective scheduled due dates to the Settlement Date
      with respect to such Called Principal, in accordance with accepted
      financial practice and at a discount factor (applied on the same periodic
      basis as that on which interest on the Notes is payable) equal to the
      Reinvestment Yield with respect to such Called Principal.
	 	 
	 	 "Reinvestment Yield" shall mean, with
      respect to the Called Principal of any Note, 0.50% plus the yield to
      maturity calculated by using (a) the yields reported, as of 10:00 a.m.
      (New York, New York time) on the second Business Day preceding the
      Settlement Date with respect to such Called Principal, on the display
      designated as "Page PX1" (or such other display as may replace Page PX1 on
      Bloomberg Financial Markets ("Bloomberg") or, if Page PX1 (or its
      successor screen on Bloomberg) is unavailable, the Telerate Access Service
      screen which corresponds most closely to Page PX1) for the most recently
      issued actively traded U.S. Treasury securities having a maturity equal to
      the Remaining Average Life of such Called Principal as of such Settlement
      Date, or (b) if such yields are not reported as of such time or the yields
      reported as of such time are not ascertainable (including by way of
      interpolation), the Treasury Constant Maturity Series Yields reported, for
      the latest day for which such yields have been so reported as of the
      second Business Day preceding the Settlement Date with respect to such
      Called Principal, in Federal Reserve Statistical Release H.15 (519) (or
      any comparable successor publication) for actively traded U.S. Treasury
      securities having a constant maturity equal to the Remaining Average Life
      of such Called Principal as of such Settlement Date. In either case, the
      yield will be determined, if necessary, by (1) converting U.S. Treasury
      bill quotations to bond-equivalent yields in accordance with accepted
      financial practice and (2) interpolating linearly on a straight line basis
      between (i) the actively traded U.S. Treasury security with the maturity
      closest to and greater than such Remaining Average Life and (ii) the
      actively traded U.S. Treasury security with the maturity closest to and
      less than such Remaining Average Life. The Reinvestment Yield shall be
      rounded to the number of decimal places as appears in the interest rate of
      such Notes.


        

         

        
 

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

        


         

        


        
           

          
            	 	 "Remaining Average Life" shall mean, with
      respect to the Called Principal of any Note, the number of years
      (calculated to the nearest one-twelfth year) obtained by dividing (a) such
      Called Principal into (b) the sum of the products obtained by multiplying
      (1) the principal component of each Remaining Scheduled Payment with
      respect to such Called Principal by (2) the number of years (calculated to
      the nearest one-twelfth year) that will elapse between the Settlement Date
      with respect to such Called Principal and the scheduled due date of such
      Remaining Scheduled Payment.
	 	 
	 	 "Remaining Scheduled Payments" shall
      mean, with respect to the Called Principal of any Note, all payments of
      such Called Principal and interest thereon that would be due after the
      Settlement Date with respect to such Called Principal if no payment of
      such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date
      is not a date on which interest payments are due to be made under the
      terms of such Notes, then the amount of the next succeeding scheduled
      interest payment will be reduced by the amount of interest accrued to such
      Settlement Date and required to be paid on such Settlement Date pursuant
      to Section 8.2 or Section 12.1.
	 	 
	 	 "Settlement Date" shall mean, with
      respect to the Called Principal of any Note, the date on which such Called
      Principal is to be prepaid pursuant to Section 8.2 or has become or is
      declared to be immediately due and payable pursuant to Section 12.1, as
      the context requires.
	 	 


          

           

        

        SECTION
9. AFFIRMATIVE COVENANTS.

        


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

        


           Section 9.1 Compliance with Law. Without
limiting Section 10.8, the Company will, and will cause each of its Subsidiaries
to, comply with all laws, ordinances or governmental rules or regulations to
which each of them is subject, including, without limitation, Environmental
Laws, ERISA and the USA Patriot Act, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

        


                   
Section 9.2 Insurance. The Company will, and will cause each of its
Restricted Subsidiaries to, maintain, with financially sound and reputable
insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in
such amounts (including deductibles, co- insurance and selfinsurance, if
adequate reserves are maintained with respect thereto) as is customary in the
case of entities of established reputations engaged in the same or a similar
business and similarly situated.

         

        
 

        
          
            
            

          

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

        


           Section 9.4 Payment of Taxes and Claims. The
Company will, and will cause each of its Subsidiaries to, file all tax returns
required to be filed in any jurisdiction and to pay and discharge all taxes
shown to be due and payable on such returns and all other taxes, assessments,
governmental charges or levies imposed upon them or any of their properties,
assets, income or franchises, to the extent such taxes, assessments,
governmental charges or levies have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable that
have or might become a Lien on properties or assets of the Company or any
Subsidiary, provided that neither the Company nor any Subsidiary
need pay any such tax, assessment, governmental charge, levy or claim if (a) the
amount, applicability or validity thereof is contested by the Company or such
Subsidiary on a timely basis in good faith and in appropriate proceedings, and
the Company or a Subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of the Company or such Subsidiary or (b) the
non-filing or nonpayment, as the case may be, of all such taxes, assessments,
governmental charges, levies and claims in the aggregate would not reasonably be
expected to have a Material Adverse Effect.

        


           Section 9.5 Corporate Existence, Etc. Subject
to Section 10.4, the Company will at all times preserve and keep in full force
and effect its corporate existence. Subject to Sections 10.4 and 10.5, the
Company will at all times preserve and keep in full force and effect the
corporate or other existence of each of its Restricted Subsidiaries (unless
merged into the Company or a Restricted Subsidiary) and all rights and
franchises of the Company and its Restricted Subsidiaries unless, in the good
faith judgment of the Company, the termination of or failure to preserve and
keep in full force and effect such corporate or other existence, right or
franchise would not, individually or in the aggregate, have a Material Adverse
Effect.

        


           Section 9.6 Notes and Subsidiary Guaranty to Rank
Pari Passu.

         

         

        
          	 	 (a) The Notes
      and all other obligations under this Agreement of the Company are and at
      all times shall remain direct and unsecured obligations of the Company
      ranking pari passu as against the
      assets of the Company with all other present and future unsecured Senior
      Debt (actual or contingent) of the
Company.


        

         

         

        
          
            
            

          

          
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          	 	 (b) The
      Subsidiary Guaranty and all other obligations of each Subsidiary Guarantor
      under the Subsidiary Guaranty are and at all times shall
      remain direct and unsecured obligations of such Subsidiary Guarantor
      ranking pari passu as against the
      assets of such Subsidiary Guarantor with all other present and future
      unsecured Senior Debt (actual or contingent) of such Subsidiary
      Guarantor.


        

         

        
   Section 9.7 Books and Records. The Company
will, and will cause each of its Restricted Subsidiaries to, maintain proper
books of record and account in conformity with GAAP and all applicable
requirements of any Governmental Authority having legal or regulatory
jurisdiction over the Company or such Restricted Subsidiary, as the case may
be.

        


           Section 9.8 Designation of Subsidiaries. The
Company may from time to time cause any Subsidiary (other than a Subsidiary
Guarantor) to be designated as an Unrestricted Subsidiary or any Unrestricted
Subsidiary to be designated a Restricted Subsidiary; provided, however, that
at the time of such designation and immediately after giving effect thereto, (a)
no Default or Event of Default shall have occurred and be continuing under the
terms of this Agreement and (b) the Company and its Subsidiaries or Restricted
Subsidiaries, as the case may be, would be in compliance with all of the
covenants set forth in this Section 9 and Section 10 if tested on the date of
such action and provided,
further, that, except as required in order for the Company to comply with
the requirements of Section 10.9, once a Subsidiary has been designated an
Unrestricted Subsidiary or a Restricted Subsidiary pursuant to this Section 9.8,
it shall not thereafter be redesignated as an Unrestricted Subsidiary or a
Restricted Subsidiary on more than one occasion. Within 10 days following any
designation described above, the Company will deliver to each holder of Notes a
notice of such designation accompanied by a certificate signed by a Senior
Financial Officer of the Company certifying compliance with all requirements of
this Section 9.8 and setting forth all information required in order to
establish such compliance.

        


           Section 9.9 Additional Subsidiary Guarantors.
The Company will cause any Domestic Subsidiary which becomes an obligor,
co-obligor or guarantor in respect of Debt under the Bank Credit Agreement to
become a party to the Subsidiary Guaranty and deliver to each of the holders of
the Notes (concurrently with becoming an obligor, co-obligor or guarantor in
respect of Debt under the Bank Credit Agreement) the following
items:

         

        
        

         

        
          	 	 (a) a
      supplement to the Subsidiary Guaranty in the form of Exhibit A to the
      Subsidiary Guaranty (a "Guaranty
      Supplement");
	 	 
	 	 (b) a
      certificate signed by an authorized Responsible Officer making
      representations and warranties to the effect of those contained in
      Sections 5.2, 5.4, 5.6 and 5.7, with respect to such Subsidiary and such
      Subsidiary Guaranty, as applicable; and
	 	 
	 	 (c) an opinion
      of counsel (who may be in-house counsel for the Company) addressed to each
      of the holders of the Notes which opinion shall be satisfactory to the
      Required Holders, to the effect that the Guaranty Supplement has been duly
      authorized, executed and delivered and that such Subsidiary Guaranty
      constitutes the legal, valid and binding contract and agreement of such
      Subsidiary enforceable in accordance with its terms, except as an
      enforcement of such terms may be limited by bankruptcy, insolvency,
      fraudulent conveyance and similar laws affecting the enforcement of
      creditors' rights generally and by general equitable
  principles.
	 	 


        

         

        
 

        
          
            
            

          

          
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            In connection
with any amendment, extension, renewal, replacement or refinancing of the Bank
Credit Agreement after the Closing Date, the Company shall cause
such amended, extended, renewed, replaced or refinanced Bank Credit Agreement to
permit the Notes to be guaranteed by, and the Company shall cause the Notes to
be guaranteed by, each Foreign Subsidiary that shall then be or thereafter
become an obligor, co-obligor or guarantor in respect of Debt under the Bank
Credit Agreement and upon any Foreign Subsidiary becoming obligated hereunder to
guaranty the Notes, such Foreign Subsidiary shall deliver to each of the holders
of the Notes the items described in clauses (a), (b) and (c) of this Section
9.9.

        


            Anything in
this Section 9.9 to the contrary notwithstanding, a Foreign Subsidiary that is
or becomes a borrower under the Bank Credit Agreement shall not be deemed to be
an obligor, guarantor or co-obligor of obligations existing under the Bank
Credit Agreement for purposes of this Section 9.9 if such Subsidiary shall have
no obligations under the Bank Credit Agreement or any other agreement or
instrument for the repayment of any Debt outstanding under the Bank Credit
Agreement (whether upon default by any party to the Bank Credit Agreement or
otherwise) other than Debt directly borrowed by such Subsidiary.

        


        SECTION
10. NEGATIVE COVENANTS.

        


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

        


           Section 10.1 Consolidated Debt to Consolidated
EBITDA. The Company will not, at any time, permit the ratio of (a)
Consolidated Debt at such time to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters ending on, or most recently ended prior to, such
time to be greater than the Maximum Leverage Ratio. "Maximum Leverage Ratio" shall mean (1) at any
time during any fiscal quarter in which the Company has provided the holders of
Notes with a Notice of Election to Increase Leverage Ratio and during each of
the three consecutive fiscal quarters immediately thereafter, 3.75 to 1.00 and
(2) at any other time, 3.25 to 1.00.

        


            In this
Section 10.1, for purposes of calculating Consolidated EBITDA for any period of
four consecutive fiscal quarters, if during such period (1) the Company or any
Restricted Subsidiary shall have acquired or disposed of any Person or acquired
or disposed of all or substantially all of the assets of any Person or any
business unit or division of any Person or (2) any Restricted Subsidiary is
designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is
designated a Restricted Subsidiary, Consolidated EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such transaction occurred
on the first day of such period.

         

         

         

        
          
            
            

          

          
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           Section 10.2 Priority Debt. The Company will
not, at any time, permit the aggregate amount of all Priority
Debt to exceed an amount equal to 20% of Consolidated Total Assets determined as
of the end of the then most recently ended fiscal quarter of the
Company.

        


           Section 10.3 Limitation on Liens. The Company
will not, and will not permit any Restricted Subsidiary to, directly or
indirectly create, incur, assume or permit to exist (upon the happening of a
contingency or otherwise) any Lien on or with respect to any property or asset
(including, without limitation, any document or instrument in respect of goods
or accounts receivable) of the Company or any Restricted Subsidiary, whether now
owned or held or hereafter acquired, or any income or profits therefrom, or
assign or otherwise convey any right to receive income or profits (unless it
makes, or causes to be made, effective provision whereby the Notes will be
equally and ratably secured with any and all other obligations thereby secured,
such security to be pursuant to an agreement reasonably satisfactory to the
Required Holders and, in any such case, the Notes shall have the benefit, to the
fullest extent that, and with such priority as, the holders of the Notes may be
entitled under applicable law, of an equitable Lien on such property),
except:

        
        

         

        
          	 	 (a) Liens for
      taxes, assessments or other governmental charges that are not yet due and
      payable or the payment of which is not at the time required by Section
      9.4;
	 	 
	 	 (b) Liens
      incidental to the conduct of business or the ownership of properties and
      assets (including landlords', carriers', warehousemen's, mechanics',
      materialmen's and other similar Liens for sums not yet due and payable)
      and Liens to secure the performance of bids, tenders, leases or trade
      contracts or to secure statutory obligations (including obligations under
      workers compensation, unemployment insurance and other social security
      legislation), surety or appeal bonds or other Liens incurred in the
      ordinary course of business and not in connection with the borrowing of
      money;
	 	 
	 	 (c) leases or
      subleases granted to others, easements, rights-of-way, restrictions and
      other similar charges or encumbrances, in each case incidental to the
      ownership of property or assets or the ordinary conduct of the business of
      the Company or any Restricted Subsidiary, and Liens incidental to minor
      survey exceptions and the like, provided that such Liens do not, in the
      aggregate, materially detract from the value of such
property;
	 	 
	 	 (d) any
      attachment or judgment Lien, unless the judgment it secures shall not,
      within 60 days after the entry thereof, have been discharged or execution
      thereof stayed pending appeal, or shall not have been discharged within 60
      days after the expiration of any such stay;
	 	 
	 	 (e) Liens
      securing Debt of a Restricted Subsidiary to the Company or to another
      Restricted Subsidiary;
	 	 
	 	 (f) Liens
      existing on the Closing Date and reflected in Schedule 10.3;
	 	 


        

         

        
 

        
          
            
            

          

          
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          	 	 (g) Liens
      incurred after the Closing Date given to secure the payment of the
      purchase price incurred in connection with the acquisition, construction
      or improvement of property (other than accounts receivable or inventory)
      useful and intended to be used in carrying on the business of the Company
      or a Restricted Subsidiary, including Liens existing on such property at
      the time of acquisition or construction thereof or improvement thereon or
      Liens incurred within 365 days of such acquisition or completion of such
      construction or improvement; provided that (1) the Lien shall attach solely
      to the property acquired, purchased, constructed or improved, (2) at the
      time of acquisition, construction or improvement of such property (or, in
      the case of any Lien incurred within 365 days of such acquisition or
      completion of such construction or improvement, at the time of the
      incurrence of the Debt secured by such Lien), the aggregate amount
      remaining unpaid on all Debt secured by Liens on such property, whether or
      not assumed by the Company or a Restricted Subsidiary, shall not exceed
      the lesser of (i) the cost of such acquisition, construction or
      improvement or (ii) the fair market value at the time such property is
      acquired or constructed or improvement of such property is completed, as
      the case may be, (as determined in good faith by one or more officers of
      the Company or such Restricted Subsidiary to whom authority to enter into
      the transaction has been delegated by the board of directors of the
      Company or such Restricted Subsidiary), (3) the aggregate principal amount
      of all Debt secured by such Liens would be permitted by the limitation set
      forth in Section 10.1 and (4) at the time of such incurrence and after
      giving effect thereto, no Default or Event of Default shall have occurred
      and be continuing;
	 	 
	 	 (h) any Lien
      existing on property of a Person immediately prior to its being
      consolidated with or merged into the Company or a Restricted Subsidiary or
      its becoming a Subsidiary, or any Lien existing on any property acquired
      by the Company or any Restricted Subsidiary at the time such property is
      so acquired (whether or not the Debt secured thereby shall have been
      assumed); provided that (1) no such Lien shall have been
      created or assumed in contemplation of such consolidation or merger or
      such Person becoming a Subsidiary or such acquisition of property, (2)
      each such Lien shall extend solely to the item or items of property so
      acquired and, if required by the terms of the instrument originally
      creating such Lien, other property which is an improvement to or is
      acquired for specific use in connection with such acquired property, (3)
      the aggregate principal amount of all Debt secured by such Liens would be
      permitted by the limitation set forth in Section 10.1 and (4) at the time
      of such incurrence and after giving effect thereto, no Default or Event of
      Default shall have occurred and be continuing;
	 	 
	 	 (i)
      any extensions, renewals or replacements of any Lien permitted by the
      preceding paragraphs (f), (g) and (h) of this Section 10.3; provided that (1)
      no additional property shall be encumbered by such Liens, (2) the unpaid
      principal amount of the Debt or other obligations secured thereby shall
      not be increased or the maturity thereof reduced and (3) at such time and
      immediately after giving effect thereto, no Default or Event of Default
      shall have occurred and be continuing; and
	 	 
	 	 (j) other
      Liens not otherwise permitted by paragraphs (a) through (i), inclusive, of
      this Section 10.3 securing Debt; provided that (1) the aggregate principal
      amount of all Debt secured by such Liens shall be permitted by the
      limitations set forth in Sections 10.1 and 10.2 and (2) at the time of
      such incurrence and after giving effect thereto, no Default or Event of
      Default shall have occurred or be continuing; provided further,
      that, notwithstanding the foregoing, the Company will not, and will not
      permit any Restricted Subsidiary to, grant any Liens securing any Debt
      outstanding under or pursuant to the Bank Credit Agreement pursuant to
      this Section 10.3(j) unless and until all obligations of the Company under
      this Agreement and the Notes shall concurrently be secured equally and
      ratably with all such Debt pursuant to documentation in form and substance
      reasonably satisfactory to the Required Holders.
	 	 


        

         

         

        


         

        


        
          
            
            

          

          
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        Section 10.4 Merger and Consolidation. The
Company will not, and will not permit any Restricted Subsidiary
to, consolidate with or merge with any other Person or convey, transfer or lease
all or substantially all of its assets in a single transaction or series of
transactions to any Person; provided that:

         

        
        

         

        
          	 	   
      (a) any Restricted Subsidiary may (1) consolidate with or merge with, or
      convey, transfer or lease all or substantially all of its assets in a
      single transaction or series of transactions to, (i) the Company or
      another Restricted Subsidiary so long as in any merger or consolidation
      involving the Company, the Company shall be the surviving or continuing
      corporation or (ii) any other Person so long as the surviving or
      continuing entity is a Restricted Subsidiary or (2) convey, transfer or
      lease all or substantially all of its assets in compliance with the
      provisions of Section 10.5; and
	 	 
	 	   
      (b) the Company may consolidate or merge with, or convey, transfer or
      lease all or substantially all of its assets in a single transaction or
      series of transactions to, any Person so long as:
	 	 


        

         

        
          
            	 	 (1) the
      successor formed by such consolidation or the survivor of such merger or
      the Person that acquires by conveyance, transfer or lease all or
      substantially all of the assets of the Company as an entirety, as the case
      may be (the "Successor Corporation"), shall be a solvent
      entity organized and existing under the laws of the United States of
      America, any State thereof or the District of Columbia;
	 	 
	 	 (2) if the
      Successor Corporation is not the Company, (i) such Successor Corporation
      shall have executed and delivered to each holder of Notes its assumption
      of the due and punctual performance and observance of each covenant and
      condition of this Agreement and the Notes (pursuant to such agreements and
      instruments as shall be reasonably satisfactory to the Required Holders),
      (ii) the Successor Corporation shall have caused to be delivered to each
      holder of Notes an opinion of independent counsel reasonably acceptable to
      the Required Holders, to the effect that all agreements or instruments
      effecting such assumption are enforceable in accordance with their terms
      subject to customary exceptions and (iii) each Subsidiary Guarantor shall
      have reaffirmed in writing its obligations under its Subsidiary Guaranty;
      and
	 	 


          

           

        

         


        
          
             


          

          
            29

            
              

            

          

          
             


          

        



       

      
        	 	 (3)
      immediately before and immediately after giving effect to such transaction
      no Default or Event of Default shall have occurred and be
      continuing.


      

       

       

         Section 10.5 Sales of Assets. The
Company will not, and will not permit any Restricted Subsidiary
to, sell, lease or otherwise dispose of any substantial part (as defined below)
of the assets (including capital stock or similar equity interests of
Subsidiaries) of the Company and its Restricted Subsidiaries; provided, however, that the Company or any
Restricted Subsidiary may sell, lease or otherwise dispose of assets
constituting a substantial part of the assets of the Company and its Restricted
Subsidiaries if such assets are sold for fair market value and, at such time and
after giving effect thereto, no Default or Event of Default shall have occurred
and be continuing and an amount equal to the net proceeds received from such
sale, lease or other disposition (but only with respect to that portion of such
assets that exceeds the definition of "substantial part" set forth below) shall
be used within 365 days of such sale, lease or disposition, in any
combination:

      
         

        
          	 	   
      (a) to acquire productive assets used or useful in carrying on the
      business of the Company and its Restricted Subsidiaries and having a fair
      market value at least equal to the fair market value of such assets sold,
      leased or otherwise disposed of; and/or
	 	 
	 	   
      (b) to prepay or retire Senior Debt of the Company and/or a Restricted
      Subsidiary, provided that in the
      course of making such application the Company shall offer to prepay each
      outstanding Note in accordance with Section 8.6 in a principal amount
      which equals the Ratable Portion for such Note. If any holder of a Note
      fails to accept such offer of prepayment, then the Company shall prepay or
      pay or cause to prepay or pay additional Debt of the Company or a
      Restricted Subsidiary, other than Subordinated Debt, in an amount equal to
      the Ratable Portion for such Note.
	 	 


        

         

            As used in
this Section 10.5 and in Section 8.6, a sale, lease or other disposition of
assets shall be deemed to be a "substantial part" of the assets of the Company
and its Restricted Subsidiaries if the book value of such assets, when added to
the book value of all other assets sold, leased or otherwise disposed of by the
Company and its Restricted Subsidiaries during the period of 12 consecutive
months ending on the date of such sale, lease or other disposition, exceeds 10%
of the book value of Consolidated Total Assets, determined as of the end of the
fiscal quarter immediately preceding such sale, lease or other disposition;
provided that there
shall be excluded from any determination of a "substantial part" (1) any sale,
lease or other disposition of assets in the ordinary course of business of the
Company and its Restricted Subsidiaries, (2) any sale, lease or other
disposition of assets from the Company to a Restricted Subsidiary or from any
Restricted Subsidiary to the Company or another Restricted Subsidiary and (3)
any sale of property acquired or constructed by the Company or any Restricted
Subsidiary after the Closing Date to any Person within 365 days following the
acquisition or completion of construction of such property by the Company or
such Restricted Subsidiary if the Company or such Restricted Subsidiary shall
concurrently with such sale, lease such property, as lessee.

        


           Section 10.6 Transactions with Affiliates. The
Company will not, and will not permit any Restricted Subsidiary to, enter into
directly or indirectly any material transaction or material group of related
transactions (including, without limitation, the purchase, lease, sale or
exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Company or a Restricted Subsidiary), except pursuant
to the reasonable requirements of the Company's or such Restricted Subsidiary's
business and upon fair and reasonable terms that are not materially less
favorable to the Company or such Restricted Subsidiary than would be obtainable
in a comparable arm's-length transaction with a Person not an
Affiliate.

         

         

        
          
            
            

          

          
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           Section 10.7 Line of Business. The Company
will not, and will not permit any Restricted Subsidiary to,
engage in any business if, as a result, the general nature of the business in
which the Company and its Restricted Subsidiaries, taken as a whole, would then
be engaged would be substantially changed from the general nature of the
business in which the Company and its Restricted Subsidiaries, taken as a whole,
are engaged on the Closing Date.

        


           Section 10.8 Terrorism Sanctions Regulations.
The Company will not, and will not permit any Subsidiary to, (a) become a Person
described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in Section 1 of the
Anti-Terrorism Order or (b) knowingly engage in any dealings or transactions
with any such Person.

        


           Section 10.9 Limitation on Unrestricted
Subsidiaries. The Company will not, at any time, permit (a) the total
assets of all Unrestricted Subsidiaries to constitute more than 20% of the
consolidated total assets of the Company and its Subsidiaries or (b) the gross
revenues of all Unrestricted Subsidiaries to account for more than 20% of the
consolidated gross revenues of the Company and its Subsidiaries, in each case,
determined in accordance with GAAP.

        


        SECTION
11. EVENTS OF DEFAULT.

        


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

         

        
          	 	   (a) the
      Company defaults in the payment of any principal or Make-Whole Amount, if
      any, on any Note when the same becomes due and payable, whether at
      maturity or at a date fixed for prepayment or by declaration or otherwise;
      or
	 	 
	 	   (b) the
      Company defaults in the payment of any interest on any Note for more than
      five Business Days after the same becomes due and payable; or
	 	 
	 	   (c) (1)
      the Company defaults in the performance of or compliance with any term
      contained in Section 7.1(d) or Section 10 or (2) any Subsidiary Guarantor
      defaults in the performance of or compliance with any term of the
      Subsidiary Guaranty beyond any period of grace or cure period provided
      with respect thereto; or
	 	 
	 	   (d) the
      Company defaults in the performance of or compliance with any term
      contained herein (other than those referred to in paragraphs (a), (b) and
      (c) of this Section 11) and such default is not remedied within 30 days
      after the earlier of (1) a Responsible Officer obtaining actual knowledge
      of such default and (2) the Company receiving written notice of such
      default from any holder of a Note (any such written notice to be
      identified as a "notice of default" and to refer specifically to this
      paragraph (d) of Section 11); or
	 	 


        

         

         
 

         

        
          
            
            

          

          
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            	 	   (e) the
      Subsidiary Guaranty ceases to be a legally valid, binding and enforceable
      obligation or contract of any Subsidiary Guarantor (other than a
      Subsidiary Guarantor released in accordance with the terms of Section
      2.3(b)), or any Subsidiary Guarantor or any party by, through or on
      account of any such Person, challenges the validity, binding nature or
      enforceability of the Subsidiary Guaranty or such Subsidiary Guarantor's
      obligations thereunder; or
	 	 
	 	   (f) any
      representation or warranty made in writing by or on behalf of the Company
      or any Subsidiary Guarantor or by any officer of the Company or any
      Subsidiary Guarantor in this Agreement, the Subsidiary Guaranty or in any
      writing furnished in connection with the transactions contemplated hereby
      or thereby proves to have been false or incorrect in any material respect
      on the date as of which made; or
	 	 
	 	   (g) (1)
      the Company or any Restricted Subsidiary is in default (as principal or as
      guarantor or other surety) in the payment of any principal of or premium
      or makewhole amount or interest on any Debt other than the Notes that is
      outstanding in an aggregate principal amount of at least $10,000,000
      beyond any period of grace provided with respect thereto, (2) the Company
      or any Restricted Subsidiary is in default in the performance of or
      compliance with any term of any Material Loan Agreement or any other
      condition exists, and as a consequence of such default or condition such
      Debt has become, or has been declared (or one or more Persons are entitled
      to declare such Debt to be), due and payable before its stated maturity or
      before its regularly scheduled dates of payment, (3) the Company or any
      Restricted Subsidiary is in default in the performance of or compliance
      with any term of any instrument, mortgage, indenture or other agreement
      relating to any Debt other than the Notes or a Material Loan Agreement in
      an aggregate principal amount of at least $10,000,000 or any other
      condition exists, and as a consequence of such default or condition such
      Debt has become, or has been declared, due and payable before its stated
      maturity or before its regularly scheduled dates of payment or (4) as a
      consequence of the occurrence or continuation of any event or condition
      (other than the passage of time or the right of the holder of Debt to
      convert such Debt into equity interests), (i) the Company or any
      Restricted Subsidiary has become obligated to purchase or repay Debt other
      than the Notes before its regular maturity or before its regularly
      scheduled dates of payment in an aggregate outstanding principal amount of
      at least $10,000,000 or (ii) in the case of a Material Loan Agreement, one
      or more Persons has the right to require the Company or any Restricted
      Subsidiary to purchase or repay such Debt; or
	 	 
	 	   (h) the
      Company or any Material Subsidiary (1) is generally not paying, or admits
      in writing its inability to pay, its debts as they become due, (2) files,
      or consents by answer or otherwise to the filing against it of, a petition
      for relief or reorganization or arrangement or any other petition in
      bankruptcy, for liquidation or to take advantage of any bankruptcy,
      insolvency, reorganization, moratorium or other similar law of any
      jurisdiction, (3) makes an assignment for the benefit of its creditors,
      (4) consents to the appointment of a custodian, receiver, trustee or other
      officer with similar powers with respect to it or with respect to any
      substantial part of its property, (5) is adjudicated as insolvent or to be
      liquidated or (6) takes corporate action for the purpose of any of the
      foregoing; or
	 	 


          

           

        

        


        
          
            
            

          

          
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            	 	   (i) a
      court or governmental authority of competent jurisdiction enters an order
      appointing, without consent by the Company or any Material Subsidiary, a
      custodian, receiver, trustee or other officer with similar powers with
      respect to it or with respect to any substantial part of its property, or
      constituting an order for relief or approving a petition for relief or
      reorganization or any other petition in bankruptcy or for liquidation or
      to take advantage of any bankruptcy or insolvency law of any jurisdiction,
      or ordering the dissolution, winding-up or liquidation of the Company or
      any Material Subsidiary, or any such petition shall be filed against the
      Company or any Material Subsidiary and such petition shall not be
      dismissed or stayed within 60 days; or
	 	 
	 	   (j) a
      final judgment or judgments at any one time outstanding for the payment of
      money aggregating in excess of $10,000,000 are rendered against one or
      more of the Company or its Restricted Subsidiaries and which judgments are
      not, within 60 days after entry thereof, bonded, discharged or stayed
      pending appeal, or are not discharged within 60 days after the expiration
      of such stay; or
	 	 
	 	   (k) if
      (1) any Plan shall fail to satisfy the minimum funding standards of ERISA
      or the Code for any plan year or part thereof or a waiver of such
      standards or extension of any amortization period is sought or granted
      under Section 412 of the Code, (2) a notice of intent to terminate any
      Plan shall have been or is reasonably expected to be filed with the PBGC
      or the PBGC shall have instituted proceedings under Section 4042 of ERISA
      to terminate or appoint a trustee to administer any Plan or the PBGC shall
      have notified the Company or any ERISA Affiliate that a Plan may become a
      subject of any such proceedings, (3) the aggregate "amount of unfunded
      benefit liabilities" (within the meaning of Section 4001(a)(18) of ERISA)
      under all Plans, determined in accordance with Title IV of ERISA, shall
      exceed $10,000,000 (4) the Company or any ERISA Affiliate shall have
      incurred or is reasonably expected to incur any liability pursuant to
      Title I or IV of ERISA or the penalty or excise tax provisions of the Code
      relating to employee benefit plans, (5) the Company or any ERISA Affiliate
      withdraws from any Multiemployer Plan or (6) the Company or any Subsidiary
      establishes or amends any employee welfare benefit plan that provides
      post-employment welfare benefits in a manner that would increase the
      liability of the Company or any Subsidiary thereunder; and any such event
      or events described in clauses (1) through (6) above, either individually
      or together with any other such event or events, would reasonably be
      expected to have a Material Adverse Effect.
	 	 


          

           

        

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

         

         

         

        
          
            
            

          

          
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        SECTION
12. REMEDIES ON DEFAULT, ETC.

        


           Section 12.1 Acceleration.

        
        

         

        
          	 	   (a) If
      an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an Event of
      Default described in clause (1) of paragraph (h) or described in clause
      (6) of paragraph (h) by virtue of the fact that such clause encompasses
      clause (1) of paragraph (h)) has occurred, all the Notes then outstanding
      shall automatically become immediately due and payable.
	 	 
	 	   (b)
      If any other Event of Default has occurred and is continuing, the Required
      Holders may at any time at their option, by notice or notices to the
      Company, declare all the Notes then outstanding to be immediately due and
      payable.
	 	 
	 	 
      (c) If any Event of Default described in paragraph (a) or (b) of Section
      11 has occurred and is continuing with respect to any Notes, any holder or
      holders of Notes at the time outstanding affected by such Event of Default
      may at any time, at its or their option, by notice or notices to the
      Company, declare all the Notes held by such holder or holders to be
      immediately due and payable.
	 	 


        

         

            Upon any Note
becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Note will forthwith mature and the entire unpaid principal
amount of such Note, plus (1) all
accrued and unpaid interest thereon (including, but not limited to, interest
accrued thereon at the Default Rate) and (2) the applicable Make-Whole Amount,
if any, determined in respect of such principal amount (to the full extent
permitted by applicable law), shall all be immediately due and payable, in each
and every case without presentment, demand, protest or further notice, all of
which are hereby waived. The Company acknowledges, and the parties hereto agree,
that each holder of a Note has the right to maintain its investment in the Notes
free from repayment by the Company (except as herein specifically provided for),
and that the provision for payment of a Make-Whole Amount, if any, by the
Company in the event that the Notes are prepaid or are accelerated as a result
of an Event of Default, is intended to provide compensation for the deprivation
of such right under such circumstances.

        


           Section 12.2 Other Remedies. If any Default or
Event of Default has occurred and is continuing, and irrespective of whether any
Notes have become or have been declared immediately due and payable under
Section 12.1, the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law, suit in
equity or other appropriate proceeding, whether for the specific performance of
any agreement contained herein or in any Note, or for an injunction against a
violation of any of the terms hereof or thereof, or in aid of the exercise of
any power granted hereby or thereby or by law or otherwise.

        


           Section 12.3 Rescission. At any time after any
Notes have been declared due and payable pursuant to clause (b) or (c) of
Section 12.1, the Required Holders, by written notice to the Company, may
rescind and annul any such declaration and its consequences if (a) the Company
has paid all overdue interest on the Notes, all principal of and Make-Whole
Amount, if any, on any Notes that are due and payable and are unpaid other than
by reason of such declaration, and all interest on such overdue principal and
Make-Whole Amount, if any, and (to the extent permitted by applicable law) any
overdue interest in respect of the Notes, at the Default Rate, (b) neither the
Company nor any other Person shall have paid any amounts which have become due
solely by reason of such declaration, (c) all Events of Default and Defaults,
other than non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to Section 17 and (d)
no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to any Notes. No rescission and annulment under this Section
12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.

         

         

        
          
            
            

          

          
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           Section 12.4 No Waivers or Election of Remedies,
Expenses, Etc. No course of dealing and no delay on the
part of any holder of any Note in exercising any right, power or remedy shall
operate as a waiver thereof or otherwise prejudice such holder's rights, powers
or remedies. No right, power or remedy conferred by this Agreement or by any
Note upon any holder thereof shall be exclusive of any other right, power or
remedy referred to herein or therein or now or hereafter available at law, in
equity, by statute or otherwise. Without limiting the obligations of the Company
under Section 15, the Company will pay to the holder of each Note on demand such
further amount as shall be sufficient to cover all costs and expenses of such
holder incurred in any enforcement or collection under this Section 12,
including, without limitation, reasonable attorneys' fees, expenses and
disbursements.

        


        SECTION
13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

        


           Section 13.1 Registration of Notes. The
Company shall keep at its principal executive office a register for the
registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address
of each transferee of one or more Notes shall be registered in such register.
Prior to due presentment for registration of transfer, the Person in whose name
any Note shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes hereof, and the Company shall not be affected by any
notice or knowledge to the contrary. The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.

        


           Section 13.2 Transfer and Exchange of Notes.
Upon surrender of any Note to the Company at the address and to the attention of
the designated officer (all as specified in Section 18(4)), for registration of
transfer or exchange (and in the case of a surrender for registration of
transfer accompanied by a written instrument of transfer duly executed by the
registered holder of such Note or such holder's attorney duly authorized in
writing and accompanied by the relevant name, address and other information for
notices of each transferee of such Note or part thereof), within 10 Business
Days thereafter, the Company shall execute and deliver, at the Company's expense
(except as provided below), one or more new Notes (as requested by the holder
thereof) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be substantially in
the form of the Note originally issued hereunder. Each such new Note shall be
dated and bear interest from the date to which interest shall have been paid on
the surrendered Note or dated the date of the surrendered Note if no interest
shall have been paid thereon. The Company may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed in respect of
any such transfer of Notes. Notes shall not be transferred in denominations of
less than $1,000,000, provided that if
necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than $1,000,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have made the representation set forth in
Section 6.3, provided, that such holder
may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by
such holder will not constitute a non-exempt prohibited transaction under
Section 406(a) of ERISA.

         

         

        
          
            
            

          

          
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           Section 13.3 Replacement of Notes. Upon
receipt by the Company at the address and to the attention of the
designated officer (all as specified in Section 18(3)) of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Note (which evidence shall be, in the case of an Institutional
Investor, notice from such Institutional Investor of such ownership and such
loss, theft, destruction or mutilation), and

         

        
          	 	   (a) in
      the case of loss, theft or destruction, of indemnity reasonably
      satisfactory to it (provided that
      if the holder of such Note is, or is a nominee for, an original Purchaser,
      another holder of a Note with a minimum net worth of at least $50,000,000
      or a Qualified Institutional Buyer, such Person's own unsecured agreement
      of indemnity shall be deemed to be satisfactory), or
	 	 
	 	   (b) in
      the case of mutilation, upon surrender and cancellation
  thereof,


        

         

        the
Company at its own expense shall execute and deliver not more than 10 Business
Days following satisfaction of such conditions, in lieu thereof, a new Note,
dated and bearing interest from the date to which interest shall have been paid
on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

        


        SECTION
14. PAYMENTS ON NOTES.

        


           Section 14.1 Place of Payment. Subject to
Section 14.2, payments of principal, Make-Whole Amount, if any, and interest
becoming due and payable on the Notes shall be made in New York, New York at the
principal office of Bank of America, N.A. in such jurisdiction. The Company may
at any time, by notice to each holder of a Note, change the place of payment of
the Notes so long as such place of payment shall be either the principal office
of the Company in such jurisdiction or the principal office of a bank or trust
company in such jurisdiction.

        


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

         

         

        
          
            
            

          

          
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        SECTION
15. EXPENSES, ETC.

        


            Section 15.1
Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and
expenses (including reasonable attorneys' fees of a special counsel for the
Purchasers and, if reasonably required by the Required Holders, local or other
counsel) incurred by each Purchaser and each other holder of a Note in
connection with such transactions and in connection with any amendments, waivers
or consents under or in respect of this Agreement, the Subsidiary Guaranty or
the Notes (whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the reasonable costs and expenses incurred in
enforcing or defending (or determining whether or how to enforce or defend) any
rights under this Agreement, the Subsidiary Guaranty or the Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, the Subsidiary Guaranty or the
Notes, or by reason of being a holder of any Note, (b) the reasonable costs and
expenses, including financial advisors' fees, incurred in connection with the
insolvency or bankruptcy of the Company or any Subsidiary or in connection with
any work-out or restructuring of the transactions contemplated hereby, by the
Subsidiary Guaranty and by the Notes and (c) the costs and expenses incurred in
connection with the initial filing of this Agreement and all related documents
and financial information with the SVO, provided that such costs and expenses under
this clause (c) shall not exceed $5,000. The Company will pay, and will save
each Purchaser and each other holder of a Note harmless from, all claims in
respect of any fees, costs or expenses if any, of brokers and finders (other
than those, if any, retained by a Purchaser or other holder in connection with
its purchase of its Notes).

        


            Section 15.2
Survival. The obligations of the Company under this Section 15 will
survive the payment or transfer of any Note, the enforcement, amendment or
waiver of any provision of this Agreement or the Notes and the termination of
this Agreement.

        


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

        


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

         

         

        
          
            
            

          

          
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        SECTION
17. AMENDMENT AND WAIVER.

        


           Section 17.1 Requirements. This Agreement and
the Notes may be amended, and the observance of any term hereof
or of the Notes may be waived (either retroactively or prospectively), with (and
only with) the written consent of the Company and the Required Holders, except
that (1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4,
5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will
be effective as to any holder of Notes unless consented to by such holder of
Notes in writing and (2) no such amendment or waiver may, without the written
consent of all of the holders of Notes at the time outstanding affected thereby,
(i) subject to the provisions of Section 12 relating to acceleration or
rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of
interest (if such change results in a decrease in the interest rate) or of the
applicable Make-Whole Amount on the Notes, (ii) change the percentage of the
principal amount of the Notes the holders of which are required to consent to
any such amendment or waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12,
17 or 20.

        


           Section 17.2 Solicitation of Holders of
Notes.

         

        
          	 	   (a)
      Solicitation. The Company will
      provide each holder of the Notes (irrespective of the amount of Notes then
      owned by it) with sufficient information, sufficiently far in advance of
      the date a decision is required, to enable such holder to make an informed
      and considered decision with respect to any proposed amendment, waiver or
      consent in respect of any of the provisions hereof, of the Subsidiary
      Guaranty or of the Notes. The Company will deliver executed or true and
      correct copies of each amendment, waiver or consent effected pursuant to
      the provisions of this Section 17 to each holder of outstanding Notes
      promptly following the date on which it is executed and delivered by, or
      receives the consent or approval of, the requisite holders of
    Notes.
	 	 
	 	   (b)
      Payment. The Company will not,
      directly or indirectly, pay or cause to be paid any remuneration, whether
      by way of supplemental or additional interest, fee or otherwise, or grant
      any security or provide other credit support, to any holder of Notes as
      consideration for or as an inducement to the entering into by any holder
      of Notes of any waiver or amendment of any of the terms and provisions
      hereof, of the Subsidiary Guaranty or of any Note unless such remuneration
      is concurrently paid, or security is concurrently granted or other credit
      support is concurrently provided, on the same terms, ratably to each
      holder of Notes then outstanding even if such holder did not consent to
      such waiver or amendment.
	 	 


        

         

         

         

        
          
            
            

          

          
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          	 	   (c)
      Consent in Contemplation of
      Transfer. Any consent made pursuant to this Section 17 by a holder of Notes that has transferred or has agreed to transfer
      its Notes to the Company or any Affiliate and has provided or has agreed
      to provide such written consent as a condition to such transfer shall be
      void and of no force or effect except solely as to such holder, and any
      amendments effected or waivers granted or to be effected or granted that
      would not have been or would not be so effected or granted but for such
      consent (and the consents of all other holders of Notes that were acquired
      under the same or similar conditions) shall be void and of no force or
      effect except solely as to such holder.


        

         

           Section 17.3 Binding Effect, Etc. Any
amendment or waiver consented to as provided in this Section 17 applies equally
to all holders of Notes and is binding upon them and upon each future holder of
any Note and upon the Company without regard to whether such Note has been
marked to indicate such amendment or waiver. No such amendment or waiver will
extend to or affect any obligation, covenant, agreement, Default or Event of
Default not expressly amended or waived or impair any right consequent thereon.
No course of dealing between the Company and the holder of any Note nor any
delay in exercising any rights hereunder, under the Subsidiary Guaranty or under
any Note shall operate as a waiver of any rights of any holder of such Note. As
used herein, the term "this Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.

        


           Section 17.4 Notes Held by Company, Etc.
Solely for the purpose of determining whether the holders of the requisite
percentage of the aggregate principal amount of Notes then outstanding approved
or consented to any amendment, waiver or consent to be given under this
Agreement, the Subsidiary Guaranty or the Notes, or have directed the taking of
any action provided herein, in the Subsidiary Guaranty or in the Notes to be
taken upon the direction of the holders of a specified percentage of the
aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Company or any of its Affiliates shall be deemed not to
be outstanding.

        


        SECTION
18. NOTICES.

        


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

         

        
          	 	   (1) if
      to any Purchaser or its nominee, to such Purchaser or its nominee at the
      address specified for such communications in Schedule A to this Agreement,
      or at such other address as such Purchaser or nominee shall have specified
      to the Company in writing pursuant to this Section 18;
	 	 
	 	   (2) if
      to any other holder of any Note, to such holder at such address as such
      other holder shall have specified to the Company in writing pursuant to
      this Section 18; or
	 	 


        

         

        
 

        
          
            
            

          

          
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            	 	   (3)
      if to the Company, to the Company at its address set forth at the
      beginning hereof to the attention of its Chief Financial Officer or at
      such other address as the Company shall have specified to the holder of
      each Note in writing.


          

           

        

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

        


        SECTION
19. REPRODUCTION OF DOCUMENTS.

        


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

        


        SECTION
20. CONFIDENTIAL INFORMATION.

        


            For the
purposes of this Section 20, "Confidential
Information" shall mean information delivered to any Purchaser by or on
behalf of the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in
nature and that was clearly marked or labeled or otherwise adequately identified
when received by such Purchaser as being confidential information of the Company
or such Subsidiary, provided that such
term does not include information that (a) was publicly known or otherwise known
to such Purchaser prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Purchaser or any Person acting
on such Purchaser's behalf, (c) otherwise becomes known to such Purchaser other
than through disclosure by the Company or any Subsidiary or (d) constitutes
financial statements delivered to such Purchaser under Section 7.1 that are
otherwise publicly available. Each Purchaser will maintain the confidentiality
of such Confidential Information in accordance with procedures adopted by such
Purchaser in good faith to protect confidential information of third parties
delivered to such Purchaser, provided
that such Purchaser may deliver or disclose Confidential Information to (1) such
Purchaser's directors, trustees, officers, employees, agents, attorneys and
affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by such Purchaser's), (2) such
Purchaser's financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 20, (3) any other holder of any Note, (4) any
Institutional Investor to which such Purchaser sells or offers to sell such Note
or any part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (5) any Person from which such Purchaser offers
to purchase any security of the Company (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (6) any federal or state regulatory authority
having jurisdiction over such Purchaser, (7) the NAIC or the SVO or, in each
case, any similar organization, or any nationally recognized rating agency that
requires access to information about such Purchaser's investment portfolio or
(8) any other Person to which such delivery or disclosure may be necessary or
appropriate (i) to effect compliance with any law, rule, regulation or order
applicable to such Purchaser, (ii) in response to any subpoena or other legal
process, (iii) in connection with any litigation to which such Purchaser is a
party or (iv) if an Event of Default has occurred and is continuing, to the
extent such Purchaser may reasonably determine such delivery and disclosure to
be necessary or appropriate in the enforcement or for the protection of the
rights and remedies under such Purchaser's Notes, the Subsidiary Guaranty and
this Agreement. Each holder of a Note, by its acceptance of a Note, will be
deemed to have agreed to be bound by and to be entitled to the benefits of this
Section 20 as though it were a party to this Agreement. On reasonable request by
the Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement
or its nominee), such holder will enter into an agreement with the Company
embodying the provisions of this Section 20.

         

         

         

        
          
            
            

          

          
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        SECTION
21. SUBSTITUTION OF PURCHASER.

        


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

        


        SECTION
22. MISCELLANEOUS.

        


           Section 22.1 Successors and Assigns. All
covenants and other agreements contained in this Agreement by or on behalf of
any of the parties hereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent holder of
a Note) whether so expressed or not.

        


           Section 22.2 Payments Due on Non-Business
Days. Anything in this Agreement or the Notes to the contrary
notwithstanding (but without limiting the requirement in Section 8.4 that the
notice of any optional prepayment specify a Business Day as the date fixed for
such prepayment), any payment of principal of or Make-Whole Amount, if any, or
interest on any Note that is due on a date other than a Business Day shall be
made on the next succeeding Business Day without including the additional days
elapsed in the computation of the interest payable on such next succeeding
Business Day; provided that if the maturity date of any Note is a date other
than a Business Day, the payment otherwise due on such maturity date shall be
made on the next succeeding Business Day and shall include the additional days
elapsed in the computation of interest payable on such next succeeding Business
Day.

         

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

        
 

           Section 22.3 Accounting Terms. All accounting
terms used herein which are not expressly defined in this
Agreement have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, (a) all computations made
pursuant to this Agreement shall be made in accordance with GAAP and (b) all
financial statements shall be prepared in accordance with GAAP. Notwithstanding
anything to the contrary contained in this Agreement, for purposes of
determining compliance with Section 10, any election by the Company to measure
an item of Debt using fair value as permitted by GAAP shall be disregarded and
such determination shall be made as if such election had not been
made.

        


           Section 22.4 Severability. Any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full
extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction.

        


           Section 22.5 Construction. Each covenant
contained herein shall be construed (absent express provision to the contrary)
as being independent of each other covenant contained herein, so that compliance
with any one covenant shall not (absent such an express contrary provision) be
deemed to excuse compliance with any other covenant. Where any provision herein
refers to action to be taken by any Person, or which such Person is prohibited
from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.

        


            For the
avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall
be deemed to be a part hereof.

        


           Section 22.6 Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be an original
but all of which together shall constitute one instrument. Each counterpart may
consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.

        


            Section 22.7 Governing Law. This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would permit the
application of the laws of a jurisdiction other than such State.

         

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

        
 

            Section 22.8 Jurisdiction and Process; Waiver
of Jury Trial.

         

        
          	 	   (a) The
      Company irrevocably submits to the non-exclusive jurisdiction of any New
      York State or federal court sitting in the Borough of
      Manhattan, The City of New York, over any suit, action or proceeding
      arising out of or relating to this Agreement or the Notes. To the fullest
      extent permitted by applicable law, the Company irrevocably waives and
      agrees not to assert, by way of motion, as a defense or otherwise, any
      claim that it is not subject to the jurisdiction of any such court, any
      objection that it may now or hereafter have to the laying of the venue of
      any such suit, action or proceeding brought in any such court and any
      claim that any such suit, action or proceeding brought in any such court
      has been brought in an inconvenient forum.
	 	 
	 	   (b) The
      Company consents to process being served by or on behalf of any holder of
      Notes in any suit, action or proceeding of the nature referred to in
      Section 22.8(a) by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, return
      receipt requested, to it at its address specified in Section 18(3) or at
      such other address of which such holder shall then have been notified
      pursuant to said Section. The Company agrees that such service upon
      receipt (1) shall be deemed in every respect effective service of process
      upon it in any such suit, action or proceeding and (2) shall, to the
      fullest extent permitted by applicable law, be taken and held to be valid
      personal service upon and personal delivery to it. Notices hereunder shall
      be conclusively presumed received as evidenced by a delivery receipt
      furnished by the United States Postal Service or any reputable commercial
      delivery service.
	 	 
	 	   (c)
      Nothing in this Section 22.8 shall affect the right of any holder of a
      Note to serve process in any manner permitted by law, or limit any right
      that the holders of any of the Notes may have to bring proceedings against
      the Company in the courts of any appropriate jurisdiction or to enforce in
      any lawful manner a judgment obtained in one jurisdiction in any other
      jurisdiction.
	 	 
	 	   (d) THE
      PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH
      RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN
      CONNECTION HEREWITH OR THEREWITH.


        

        
 

        * * * *
*

         

         

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

         

        
 

        The
execution hereof by the Purchasers shall constitute a contract among the Company
and the Purchasers for the uses and purposes hereinabove set forth.

        


        
           

        

        
          	 	 Very truly
      yours,
	 	 
	 	 AMCOL
      INTERNATIONAL CORPORATION
	 	 
	 	 
	 	 By /s/ Donald W.
      Pearson                                        
      
	 	      
      Name: Donald W. Pearson
	 	      
      Title: Chief Financial Officer


        

         

         

         

         

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

         

        
 

         

        Accepted as of the date first
written above.

        
        

         

        
          	 	 THE LINCOLN
      NATIONAL LIFE INSURANCE COMPANY
	 	 By: Delaware
      Investment Advisors,
	 	 a series of
      Delaware Management Business
	 	 Trust,
      Attorney in Fact
	 	 
	 	 
	 	 By /s/ Jayson
      Bronchetti                                                         
      
	 	        Name:
      Jayson Bronchetti
	 	       
      Title: Vice President
	 	 
	 	 
	 	 LINCOLN LIFE
      & ANNUITY COMPANY OF NEW YORK
	 	 By: Delaware
      Investment Advisors,
	 	 a series of
      Delaware Management Business
	 	 Trust,
      Attorney in Fact
	 	 
	 	 
	 	 By /s/ Jayson Bronchetti
  
	 	      
      Name: Jayson Bronchetti
	 	      
      Title: Vice President
	 	 
	 	 
	 	 
	 	 
	 	 


        

         

         

         

         

         

         

         

         

        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

         

        


         

        DEFINED
TERMS

        


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

           


            "Acquisition" shall mean any transaction or
series of related transactions (a) for the purpose of or resulting, directly or
indirectly, in (1) the acquisition by the Company or a Restricted Subsidiary of
all or substantially all of the assets of a Person, or of a business unit or
division of a Person, (2) the acquisition by the Company or a Restricted
Subsidiary of in excess of 50% of the capital stock, partnership interests,
membership interests or other equity of any Person (other than a Person that is
a Subsidiary), or otherwise causing any Person to become a Subsidiary or (3) a
merger or consolidation or any other combination with another Person (other than
a Person that is a Subsidiary), provided
that the Company or a Restricted Subsidiary is the surviving entity and (b)
where the aggregate fair market value of the assets or equity so acquired or, in
the case of a merger, consolidation or other combination, so contributed shall
exceed $20,000,000.

        


            "Affiliate" shall mean, at any time, and with
respect to any Person, any other Person that at such time directly or indirectly
through one or more intermediaries Controls, or is Controlled by, or is under
common Control with, such first Person and, with respect to the Company, shall
include any Person beneficially owning or holding, directly or indirectly, 10%
or more of any class of voting or equity interests of the Company or any
Subsidiary or any Person of which the Company and its Subsidiaries beneficially
own or hold, in the aggregate, directly or indirectly, 10% or more of any class
of voting or equity interests. As used in this definition, "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any
reference to an "Affiliate" is a
reference to an Affiliate of the Company.

        


            "Agreement" is defined in the first paragraph
of this Agreement.

        


            "Anti-Terrorism Order" shall mean Executive
Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism,
66 U.S. Fed. Reg. 49, 079 (2001), as amended.

        


            "Applicable Rate" shall mean 5.46% per annum,
provided that during any period in which
the Company has elected to increase the Maximum Leverage Ratio to 3.75 to 1.00
pursuant to Section 10.1, "Applicable Rate" shall mean 5.96% per annum during
such period.

        


            "Bank Credit Agreement" shall mean that certain
Credit Agreement dated as of November 10, 2005 among the Company, Certain
Borrowing Subsidiaries, the Guarantors from time to time party thereto, the
Lenders from time to time party thereto, and Harris N.A., as Administrative
Agent as amended by that certain First Amendment to Credit Agreement dated as of
June 14, 2006, that certain Second Amendment to Credit Agreement dated as of
March 9, 2007, that certain Third Amendment to Credit Agreement dated as of May
20, 2008 and that certain Forth Amendment to Credit Agreement dated as of
September 18, 2009 and as the same B-2 may be further amended or restated,
joined, supplemented or otherwise modified from time to time, and any renewals,
extensions or replacements thereof.

         

        SCHEDULE
B

        (to Note
Purchase Agreement)

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

            "Business Day" shall mean any day other than a
Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois or
New York, New York are required or authorized to be closed.

        


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

        


            "Capital Lease Obligation" shall mean, with
respect to any Person and a Capital Lease, the amount of the obligation of such
Person as the lessee under such Capital Lease which would, in accordance with
GAAP, appear as a liability on a balance sheet of such Person.

        


            "Change in Control" is defined in Section
8.7(h).

        


            "Change in Control Proposed Prepayment Date" is
defined in Section 8.7(c).

        


            "Closing Date" is defined in Section
3.

        


            "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time.

        


            "Collateral Release" is defined in Section
2.3(b).

        


            "Company" is defined in the first paragraph of
this Agreement and includes any Successor Corporation.

        


            "Confidential Information" is defined in
Section 20.

        


            "Consolidated Debt" shall mean, as of any date
of determination, the total of all Debt of the Company and its Restricted
Subsidiaries outstanding on such date, after eliminating all offsetting debits
and credits between the Company and its Restricted Subsidiaries and all other
items required to be eliminated in the course of the preparation of consolidated
financial statements of the Company and its Restricted Subsidiaries in
accordance with GAAP.

        


            "Consolidated EBITDA" shall mean, for any
period, Consolidated Net Income for such period, plus, to the extent deducted in
computing such Consolidated Net Income and without duplication, (a)
depreciation, depletion, if any, and amortization expense for such period, (b)
Consolidated Interest Expense for such period, (c) income tax expense for such
period and (d) other non-cash charges for such period, all as determined in
accordance with GAAP.

        


            "Consolidated Interest Expense" shall mean, for
any period, the gross interest expense of the Company and its Restricted
Subsidiaries (including imputed interest on Capital Lease Obligations) deducted
in the calculation of Consolidated Net Income for such period, after eliminating
offsetting debits and credits between the Company and its Restricted
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Company and its
Restricted Subsidiaries in accordance with GAAP.

         

        B-2

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

            "Consolidated Net Income" shall mean, for any
period, the net income (or loss) of the Company and its Restricted Subsidiaries
for such period (taken as a cumulative whole), determined in accordance with
GAAP after eliminating offsetting debits and credits between the Company and its
Restricted Subsidiaries and all other items required to be eliminated in the
course of the preparation of consolidated financial statements of the Company
and its Restricted Subsidiaries in accordance with GAAP, as adjusted for net
income or loss attributable to noncontrolling interests.

        


            "Consolidated Total Assets" shall mean, as of
any date of determination, the total amount of all assets of the Company and its
Restricted Subsidiaries, that would be shown on a consolidated balance sheet of
the Company and its Restricted Subsidiaries as of such date prepared in
accordance with GAAP.

        


            "Control Event" is defined in Section
8.7(i).

        


            "Debt" shall mean, with respect to any Person,
without duplication,

         

        
          	 	 (a) its
      liabilities for borrowed money;
	 	 
	 	 (b) its
      liabilities for the deferred purchase price of property acquired by such
      Person (excluding accounts payable and other accrued liabilities arising
      in the ordinary course of business but including, without limitation, all
      liabilities created or arising under any conditional sale or other title
      retention agreement with respect to any such property);
	 	 
	 	 (c) its
      Capital Lease Obligations;
	 	 
	 	 (d)
      liabilities for borrowed money secured by any Lien with respect to any
      property owned by such Person (whether or not it has assumed or otherwise
      become liable for such liabilities); and
	 	 
	 	 (e) Guarantees
      by such Person with respect to liabilities of a type described in any of
      clauses (a) through (d) hereof.
	 	 


        

         

            "Default" shall mean an event or condition the
occurrence or existence of which would, with the lapse of time or the giving of
notice or both, become an Event of Default.

        


            "Default Rate" shall mean, with respect to any
Note, that rate of interest that is the greater of (1) 2.00% per annum above the
then applicable Applicable Rate and (2) 2.00% per annum above the rate of
interest publicly announced by Bank of America, N.A. in New York, New York as
its "reference" rate.

        


            "Disclosure Documents" is defined in Section
5.3.

        


            "Dollars" or "$" shall mean lawful money of the United
States of America.

         

        B-3

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

            "Domestic Subsidiary" shall mean any Subsidiary
that is organized under the laws of any state or commonwealth of the United
States of America.

        


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

        


            "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.

        


            "ERISA Affiliate" shall mean any trade or
business (whether or not incorporated) that is treated as a single employer
together with the Company under Section 414 of the Code.

        


            "Event of Default" is defined in Section
11.

        


            "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

         

            "Foreign Subsidiary" shall mean any Subsidiary
that is not a Domestic Subsidiary.

        


            "GAAP" shall mean generally accepted accounting
principles as in effect from time to time in the United States of America provided that, if the Company or the Required
Holders notify the other party that it or they wish to amend any negative
covenants (or any definition hereof) to eliminate the effect of any change in
generally accepted accounting principles on the operation of such covenant or
definition, then the Company's compliance with such covenant or the meaning of
such definition shall be determined on the basis of generally accepted
accounting principles in effect immediately before the relevant change in
generally accepted accounting principles became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the
Company and the Required Holders.

        


            "Governmental Authority" shall
mean

        


               (a) the government
of

         

        
          	 	 (1) the United
      States of America or any state or other political subdivision thereof,
      or
	 	 
	 	 (2)
      any other jurisdiction in which the Company or any Restricted Subsidiary
      conducts all or any part of its business, or which has jurisdiction over
      any properties of the Company or any Restricted Subsidiary,
      or


        

         

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

         

         

        B-4

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

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

         

        
          	 	   (a) to
      purchase such Debt or obligation or any property constituting security
      therefor primarily for the purpose of assuring the owner of such Debt or
      obligation of the ability of any other Person to make payment of such Debt
      or obligation;
	 	 
	 	   (b) to
      advance or supply funds (1) for the purchase or payment of such Debt or
      obligation or (2) to maintain any working capital or other balance sheet
      condition or any income statement condition of any other Person or
      otherwise to advance or make available funds for the purchase or payment
      of such Debt or obligation;
	 	 
	 	   (c) to
      lease properties or to purchase properties or services primarily for the
      purpose of assuring the owner of such Debt or obligation of the ability of
      any other Person to make payment of the Debt or obligation;
or
	 	 
	 	   (d)
      otherwise to assure the owner of such Debt or obligation against loss in
      respect thereof.
	 	 


        

         

            In any
computation of the Debt or other liabilities of the obligor under any Guaranty,
the Debt or other obligations that are the subject of such Guaranty shall be
assumed to be direct obligations of such obligor, provided that the amount of such Debt
outstanding for purposes of this Agreement shall not exceed the maximum amount
of Debt that is the subject of such Guaranty.

        


            "Guaranty Supplement" is defined in Section
9.9(a).

        


            "Hazardous Material" shall mean any and all
pollutants, toxic or hazardous wastes or other substances that might pose a
hazard to health and safety, the removal of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge, spillage,
seepage or filtration of which is or shall be restricted, prohibited or
penalized by any applicable law including, but not limited to, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, lead based paint, radon gas or similar restricted, prohibited or
penalized substances.

        


            "holder" shall mean, with respect to any Note,
the Person in whose name such Note is registered in the register maintained by
the Company pursuant to Section 13.1.

        


            "INHAM Exemption" is defined in Section
6.3(e).

        


            "Institutional Investor" shall mean (a) any
original purchaser of a Note, (b) any holder of a Note holding (together with
one or more of its affiliates) more than $2,000,000 of the aggregate principal
amount of the Notes then outstanding, (c) any bank, trust company, savings and
loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other
similar financial institution or entity, regardless of legal form and (d) any
Related Fund of any holder of any Note.

         

        B-5

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

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

        


            "Make-Whole Amount" shall have the meaning set
forth in Section 8.8.

        


            "Material" shall mean material in relation to
the business, operations, affairs, financial condition, assets or properties of
the Company and its Restricted Subsidiaries, taken as a whole.

        


            "Material Adverse Effect" shall mean a material
adverse effect on (a) the business, operations, affairs, financial condition,
assets or properties of the Company and its Restricted Subsidiaries, taken as a
whole, (b) the ability of the Company to perform its obligations under this
Agreement and the Notes, (c) the ability of the Subsidiary Guarantors, taken as
a whole, to perform their obligations under the Subsidiary Guaranty or (d) the
validity or enforceability of this Agreement, the Subsidiary Guaranty or the
Notes.

        


            "Material
Loan Agreement" shall mean each of the Bank Credit Agreement, the 2007 Note
Agreement, the Series 2007-A Notes or any other instrument, mortgage, indenture
or other agreement relating to any Debt other than the Notes in an aggregate
principal amount of at least $25,000,000.

        


            "Material Subsidiary" shall mean, at any time,
(a) any Subsidiary Guarantor and (b) any other Restricted Subsidiary of the
Company which, together with all other Restricted Subsidiaries of such
Restricted Subsidiary, accounts for more than (a) 5% of Consolidated Total
Assets or (b) 5% of consolidated gross revenue of the Company and its Restricted
Subsidiaries.

        


            "Maximum Leverage Ratio" is defined in Section
10.1.

        


            "Multiemployer Plan" shall mean any Plan that
is a "multiemployer plan" (as such term is defined in Section 4001(a)(3) of
ERISA).

        


            "NAIC" shall mean the National Association of
Insurance Commissioners or any successor thereto.

        


            "NAIC Annual Statement" is defined in Section
6.3(a).

        


            "Notes" is
defined in Section 1.

        


            "Notice of Election to Increase Leverage Ratio"
shall mean a notice, dated not more than 10 Business Days after the date of
completion of the Acquisition described therein, signed by a Senior Financial
Officer of the Company, which shall state (a) that the Company or a Restricted
Subsidiary has completed an Acquisition, (b) a description of such Acquisition,
(c) the date of completion of such Acquisition, (d) the fair market value of the
assets acquired or contributed in such Acquisition, (e) that immediately before
giving effect to such Acquisition no Default or Event of Default shall have
occurred and be continuing, (e) that by such notice the Company has elected to
increase the Maximum Leverage Ratio to 3.75 to 1.00 for the fiscal quarter in
which such Acquisition occurred and for each of the three consecutive fiscal
quarters immediately thereafter and (f) that immediately after giving effect to
such increase in the Maximum Leverage Ratio no Default or Event of Default shall
have occurred and be continuing.

         

         

        B-6

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

            "Officer's Certificate" with respect to any
Person shall mean a certificate of a Senior Financial Officer or of any other
officer of such Person whose responsibilities extend to the subject matter of
such certificate.

        


            "PBGC" shall mean the Pension Benefit Guaranty
Corporation referred to and defined in ERISA or any successor
thereto.

        


            "Person" shall mean an individual, partnership,
corporation, limited liability company, association, trust, unincorporated
organization, business entity or Governmental Authority.

        


            "Plan" shall mean an "employee benefit plan"
(as defined in Section 3(3) of ERISA) subject to Title I of ERISA that is or,
within the preceding five years, has been established or maintained, or to which
contributions are or, within the preceding five years, have been made or
required to be made, by the Company or any ERISA Affiliate or with respect to
which the Company or any ERISA Affiliate may have any liability.

        


            "Priority Debt" shall mean (without
duplication), as of the date of any determination thereof, the sum of (a) all
unsecured Debt of Restricted Subsidiaries (including all Guaranties of Debt of
the Company) but excluding (1) unsecured Debt owing to the Company or any other
Restricted Subsidiary, (2) unsecured Debt outstanding at the time such Person
became a Restricted Subsidiary (other than an Unrestricted Subsidiary which is
designated or redesignated as a Restricted Subsidiary pursuant to Section 9.8),
provided that such Debt shall have not
been incurred in contemplation of such Person becoming a Restricted Subsidiary,
(3) unsecured Debt outstanding on December 31, 2009 that was directly borrowed
under the Bank Credit Agreement by a Restricted Subsidiary that is a Foreign
Subsidiary and which is identified on Schedule 5.15 and (4) all Guaranties of
Debt of the Company by any Restricted Subsidiary which has also guaranteed the
Notes pursuant to the Subsidiary Guaranty and (b) all Debt of the Company and
its Restricted Subsidiaries secured by Liens other than Debt secured by Liens
permitted by subparagraphs (a) through (i), inclusive, of Section
10.3.

        


            "property" or "properties" shall mean, unless otherwise
specifically limited, real or personal property of any kind, tangible or
intangible, choate or inchoate.

        


            "PTE" is defined in Section
6.3(a).

        


            "Purchasers" shall mean the purchasers of the
Notes named in Schedule A.

         

         

        B-7

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

            "QPAM Exemption" is defined in Section
6.3(d).

        


            "Qualified Institutional Buyer" shall mean any
Person who is a qualified institutional buyer within the meaning of such term as
set forth in Rule 144(a)(1) under the Securities Act.

        


            "Ratable Portion" for any Note shall mean an
amount equal to the product of (a) the net proceeds from a sale of assets being
applied to the payment or prepayment of Debt pursuant to Section 10.5(b)
multiplied by (b) a fraction, the numerator of which is the aggregate
outstanding principal amount of such Note and the denominator of which is the
aggregate outstanding principal amount of all Senior Debt.

         

            "Related Fund" shall mean, with respect to any
holder of any Note, any fund or entity that (a) invests in securities or bank
loans and (b) is advised or managed by such holder, the same investment advisor
as such holder or by an affiliate of such holder or such investment
advisor.

        


            "Required Holders" shall mean, at any time, the
holders of more than 50% in principal amount of the Notes at the time
outstanding (exclusive of Notes then owned by the Company or any of its
Affiliates and any Notes held by parties who are contractually required to
abstain from voting with respect to matters affecting the holders of the
Notes).

        


            "Responsible Officer" shall mean any Senior
Financial Officer and any other officer of the Company with responsibility for
the administration of the relevant portion of this Agreement.

        


            "Restricted Subsidiary" shall mean (a) any
Subsidiary that is a Subsidiary Guarantor and (b) any other Subsidiary (1) in
which at least a majority of the voting securities are owned by the Company
and/or one or more wholly-owned Restricted Subsidiaries and (2) which the
Company has not designated as an Unrestricted Subsidiary on the Closing Date or
by notice in writing given to the holders of Notes in accordance with the
provisions of Section 9.8.

        


            "Sale of Assets Prepayment Date" is defined in
Section 8.6(a).

        


            "Sale of Assets Prepayment Event" is defined in
Section 8.6(a).

        


            "SEC" shall mean the Securities and Exchange
Commission of the United States, or any successor thereto.

        


            "Securities Act" shall mean the Securities Act
of 1933, as amended from time to time.

        


            "Senior Debt" shall mean, as of any date of
determination thereof, all Consolidated Debt, other than Subordinated
Debt.

        


            "Senior Financial Officer" with respect to any
Person shall mean the chief financial officer, director of treasury, principal
accounting officer, treasurer, assistant treasurer or controller of such
Person.

        


            "Series 2007-A Notes" shall mean the Company's
$75,000,000 aggregate principal amount Series 2007-A Notes consisting of (a)
$45,000,000 in aggregate principal amount of its Series 2007-A Adjustable Fixed
Rated Guaranteed Senior Notes, Tranche 1, due April 2, 2017 and (b) $30,000,000
in aggregate principal amount of its Series 2007-A Adjustable Floating Rate
Guaranteed Senior Notes, Tranche 2, due April 2, 2017 issued under and pursuant
to the 2007 Note Agreement.

         

        B-8

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

            "Source" is defined in Section
6.3.

        


            "Subordinated Debt" shall mean all unsecured
Debt of the Company or a Subsidiary Guarantor, as the case may be, which shall
contain or have applicable thereto subordination provisions providing for the
subordination thereof to other Debt of the Company (including, without
limitation, the obligations of the Company under this Agreement or the Notes) or
such Subsidiary Guarantor (including, without limitation, the obligations of
such Subsidiary Guarantor under the Subsidiary Guaranty).

        


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

        


            "Subsidiary Guarantor" shall mean each
Subsidiary which is party to the Subsidiary Guaranty.

        


            "Subsidiary Guaranty" is defined in Section
2.2(a).

        


            "Successor Corporation" is defined in Section
10.4(b)(1).

        


            "SVO" shall mean the Securities Valuation
Office of the NAIC or any successor to such office.

        


            "2007 Note Agreement" shall mean that certain
Note Purchase Agreement dated as of April 2, 2007 by and among the Company and
the purchasers named in Schedule A thereto as the same may be amended, restated,
supplemented or otherwise modified from time to time, and any renewals,
extensions or replacements thereof.

        


            "Unrestricted Subsidiary" shall mean any
Subsidiary so designated by the Company on the Closing Date or by notice in
writing given to the holders of Notes in accordance with the provisions of
Section 9.8.

        


            "USA Patriot
Act" shall mean United States Public Law 107-56, Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct


         

         

         

        B-9

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in
effect.


         

         

         

         

         

         

         

         

         

        B-10

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

         

         

        FORM OF 5.46%GUARANTEED SENIOR NOTE

        


        AMCOL
INTERNATIONAL CORPORATION

        


        5.46%
Guaranteed Senior Note, due April 29, 2020

         

         

        


         

        
          	 No.
      R-__  	 ________ __,
      20__
	$__________  	 PPN 02341W
      A#0


        

         

                                                                                                         

            FOR VALUE
RECEIVED, the undersigned, AMCOL INTERNATIONAL CORPORATION (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Delaware, hereby promises to pay to _____________________ or registered assigns,
the principal sum of ______________ DOLLARS (or so much thereof as shall not
have been prepaid) on April 29, 2020 with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the
Applicable Rate (as hereinafter defined) from the date hereof, payable
semiannually, on the twenty-ninth day of April and October in each year and at
maturity, commencing with the April 29 or October 29 next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) to
the extent permitted by law, on any overdue payment of interest, on any overdue
payment (including any overdue prepayment) of principal and on any overdue
payment of any Make-Whole Amount, payable semiannually as aforesaid (or, at the
option of the registered holder hereof, on demand), at a rate per annum equal to
the Default Rate. "Applicable Rate"
shall mean 5.46% per annum, provided
that during any period in which the Company has elected to increase the Maximum
Leverage Ratio to 3.75 to 1.00 pursuant to Section 10.1 of the Note Purchase
Agreement, "Applicable
Rate" shall mean 5.96% per annum during such period.

        


            Payments of
principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of Bank of America, N.A. in New York, New York or at such other place as
the Company shall have designated by written notice to the holder of this Note
as provided in the Note Purchase Agreement referred to below.

        


            This Note is
one of a series of 5.46% Guaranteed Senior Notes (herein called the "Notes") issued pursuant
to the Note Purchase Agreement, dated as of April 29, 2010 (as from time to time
amended, supplemented or otherwise modified, the "Note Purchase Agreement"), between the Company
and the respective Purchasers named therein and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof, to
have (1) agreed to the confidentiality provisions set forth in Section 20 of the
Note Purchase Agreement and (2) made the representations set forth in Sections
6.2 and 6.3 of the Note Purchase Agreement, provided, that such holder may (in reliance upon
information provided by the Company, which shall not be unreasonably withheld)
make a representation to the effect that the purchase by such holder of this
Note will not constitute a non-exempt prohibited transaction under Section
406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note
shall have the respective meanings ascribed to such terms in the Note Purchase
Agreement.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

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

        


            This Note is
subject to prepayment, in whole or from time to time in part, at the times and
on the terms specified in the Note Purchase Agreement, but not
otherwise.

        


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

        


            This Note
shall be construed and enforced in accordance with, and the rights of the issuer
and holder hereof shall be governed by, the law of the State of New York
excluding choice-oflaw principles of the law of such State that would require
the application of the laws of a jurisdiction other than such
State.

         

         

        
          	 	 AMCOL
      INTERNATIONAL CORPORATION
	 	 
	 	 
	 	 By                                                                                     
                
    
	 	     
      Name:
	 	     
      Title:


        

         

      

       

       

       

       

      E-1-2