##### 





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BOWNE & CO., INC.



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FIRST AMENDMENT
Dated as of July 2, 2002

to

NOTE PURCHASE AGREEMENTS
Dated as of January 30, 2002



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|    |  |                                                                                                                                                                                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Re: |  | $25,000,000 6.90% Senior Notes, Series A, due January 30, 2007
$28,000,000 7.31% Senior Notes, Series B, due January 30, 2012
$22,000,000 7.85% Senior Notes, Series C, due January 30, 2012



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##### 



FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTS

THIS FIRST AMENDMENT dated as of July 2, 2002 (the or this First
Amendment) to the Note Purchase Agreements dated as of January 30, 2002 is
between BOWNE & CO., INC., a Delaware corporation (the
Company), and each of
the institutions which is a signatory to this First Amendment (collectively,
the Noteholders).

RECITALS:

A.     The Company and each of the Noteholders have heretofore entered into
separate and several Note Purchase Agreements each dated as of January 30, 2002
(collectively, the Note Purchase Agreements). The Company has heretofore
issued (a) $25,000,000 aggregate principal amount of its 6.90% Senior Notes,
Series A, due January 30, 2007 (the Series A Notes), (b) $28,000,000
aggregate principal amount of its 7.31% Senior Notes, Series B, due January 30,
2012 (the Series B Notes) and (c) $22,000,000 aggregate principal amount of
its 7.85% Senior Notes, Series C, due January 30, 2012 (the Series C Notes;
the Series A Notes, the Series B Notes and the Series C Notes being hereunder
collectively referred to as the Notes) pursuant to the Note Purchase
Agreements.

B.     The Company and the Noteholders now desire to amend the Note Purchase
Agreements in the respects, but only in the respects, hereinafter set forth.

C.     Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Purchase Agreements, as amended by this First
Amendment, unless herein defined or the context shall otherwise require.

D.     All requirements of law have been fully complied with and all other
acts and things necessary to make this First Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed
have been done or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions
precedent to the effectiveness of this First Amendment set forth in Section 4.1
hereof, and in consideration of good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Company and the Noteholders do
hereby agree as follows:

SECTION 1. AMENDMENTS.

Section 1.1.The following shall be added in numerical order as a new
Section 9.9 to the Note Purchase Agreements:



| |                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Section 9.9. Guaranty by Subsidiaries. The
Company will cause each Restricted Subsidiary which
delivers a Guaranty to the Agent or any other lender
which is a party to the Credit Agreement concurrently
to enter into a Subsidiary Guaranty,





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##### 





| |                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------
| | and within three Business Days thereafter will deliver
to each of the holders of the Notes the following
items:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) an executed counterpart of such Subsidiary
Guaranty or joinder agreement in respect of an
existing Subsidiary Guaranty, as appropriate;                                                                                                                                                                                                                                                                                                                                                                                
|
| | (b) a certificate signed by the President, a Vice
President or another authorized Responsible Officer of
such Subsidiary making representations and warranties
to the effect of those contained in Sections 5.1, 5.2,
5.6 and 5.7, but with respect to such Subsidiary and
such Subsidiary Guaranty, as applicable;                                                                                                                                                                                                        
|
| | (c) such documents and evidence with respect to
such Subsidiary as any holder of the Notes may
reasonably request in order to establish the existence
and good standing of such Subsidiary and the
authorization of the transactions contemplated by such
Subsidiary Guaranty;                                                                                                                                                                                                                                             
|
| | (d) an opinion of counsel satisfactory to the
Required Holders to the effect that such Subsidiary
Guaranty has been duly authorized, executed and
delivered and 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, reorganization, moratorium and similar
laws affecting the enforcement of creditors rights
generally and by general equitable principles; and
|
| | (e) an executed counterpart of an intercreditor
agreement or joinder agreement in respect of the
Intercreditor Agreement, as necessary, among the
holders of the Notes and each such Person to which a
Subsidiary is then delivering a Guaranty giving rise
the requirements of this Section 9.9, which agreement
or joinder agreement, as the case may be, shall
provide that the proceeds from the enforcement of any
such Guaranty shall be shared on an equal and ratable
basis with the holders of the Notes.        

Section 1.2.Section 10.7 of the Note Purchase Agreements shall be and is
hereby amended in its entirety to read as follows:



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Section 10.7. Mergers, Consolidations and Sales
of Assets.The Company will not, and will not permit
any Restricted Subsidiary to, consolidate with or be a
party to a merger with any other Person, or sell,
lease or otherwise dispose of all or substantially all
of its assets; providedthat:

-2-



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) any Restricted Subsidiary may merge or
consolidate with or into the Company or any
Wholly-owned Restricted Subsidiary so long as in (i)
any merger or consolidation involving the Company, the
Company shall be the surviving or continuing
corporation, (ii) any merger or consolidation
involving a Wholly-owned Restricted Subsidiary (and
not the Company), the Wholly-owned Restricted
Subsidiary shall be the surviving or continuing
corporation, and (iii) any merger or consolidation
involving a Subsidiary Guarantor (and not the
Company), the surviving or continuing corporation
shall have affirmed in writing its obligations under
the Subsidiary Guaranty, unless and to the extent any
such merger or consolidation involving a Wholly-Owned
Restricted Subsidiary is consummated within the
limitations of Section 10.8(b);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (b) the Company may consolidate or merge with or
into any other corporation if (i) the corporation
which results from such consolidation or merger (the
surviving corporation) is organized under the laws
of any state of the United States or the District of
Columbia or under the laws of Canada or any province
thereof, (ii) the due and punctual payment of the
principal of and premium, if any, and interest on all
of the Notes, according to their tenor, and the due
and punctual performance and observation of all of the
covenants in the Notes and this Agreement to be
performed or observed by the Company are expressly
assumed in writing by the surviving corporation and
the surviving corporation shall furnish to the holders
of the Notes an opinion of counsel satisfactory to
such holders to the effect that the instrument of
assumption has been duly authorized, executed and
delivered and constitutes the legal, valid and binding
contract and agreement of the surviving corporation
enforceable in accordance with its terms, except as
enforcement of such terms may be limited by
bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the enforcement of creditors
rights generally and by general equitable principles,
(iii) each Subsidiary Guarantor shall have affirmed in
writing its obligations under the Subsidiary Guaranty
to which it is a party, and (iv) at the time of such
consolidation or merger and immediately after giving
effect thereto, no Default or Event of Default would
exist;
|
| | (c) the Company may sell or otherwise dispose of
all or substantially all of the assets of the Company
and its Restricted Subsidiaries (other than as
provided in Section 10.8) to any Person for
consideration which represents the fair market value
of such assets (as determined in good faith by the
Board of Directors of the Company) at the time of such
sale or other disposition if (i) the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

-3-



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | acquiring Person is a corporation organized under the
laws of any state of the United States or the District
of Columbia or under the laws of Canada or any
province thereof, (ii) the due and punctual payment of
the principal of and premium, if any, and interest on
all the Notes, according to their tenor, and the due
and punctual performance and observance of all of the
covenants in the Notes and in this Agreement to be
performed or observed by the Company are expressly
assumed in writing by the acquiring corporation and
the acquiring corporation shall furnish to the holders
of the Notes an opinion of counsel satisfactory to
such holders to the effect that the instrument of
assumption has been duly authorized, executed and
delivered and constitutes the legal, valid and binding
contract and agreement of such acquiring corporation
enforceable in accordance with its terms, except as
enforcement of such terms may be limited by
bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the enforcement of creditors
rights generally and by general equitable principles,
(iii) each Subsidiary Guarantor shall have affirmed in
writing its obligations under the Subsidiary Guaranty
to which it is a party, and (iv) at the time of such
sale or disposition and immediately after giving
effect thereto, no Default or Event of Default would
exist.

Section 1.3.Section 11(d) of the Note Purchase Agreements shall be and is
hereby amended in its entirety to read as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) any representation or warranty made in
writing by or on behalf of the Company or a Subsidiary
Guarantor or by any officer of the Company or a
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

Section 1.4.Section 11(i) of the Note Purchase Agreement shall be amended
by replacing the . at the end thereof with ; or and the following shall be
added to Section 11 of the Note Purchase Agreements immediately thereafter as a
new paragraph (j):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (j) any Subsidiary Guaranty shall cease to be in
full force and effect for any reason whatsoever,
including, without limitation, a determination by any
Governmental Authority that such Subsidiary Guaranty
is invalid, void or unenforceable or any Subsidiary
Guarantor which is a party to such Subsidiary Guaranty
shall contest or deny in writing the validity or
enforceability of any of its obligations under such
Subsidiary Guaranty.

-4-



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##### 



Section 1.5.Section 15.1 of the Note Purchase Agreements shall be and is
hereby amended in its entirety to read as follows:



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

Section 1.6.Section 15.2 of the Note Purchase Agreements shall be and is
hereby amended in its entirety to read as follows:



| |                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, the Notes
or the Subsidiary Guaranty, and the termination of
this Agreement.

Section 1.7.Section 16 of the Note Purchase Agreements shall be and is
hereby amended in its entirety to read as follows:



| |                                                                           
| | --------------------------------------------------------------------------
| | Section 16. Survival of Representations and
Warranties; Entire Agreement.

-5-



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

Section 1.8.Section 17.1 of the Note Purchase Agreements shall be and is
hereby amended in its entirety to read as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 (a) 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 therein),
will be effective as to you unless consented to by you
in writing, and (b) no such amendment or waiver may,
without the written consent of the holder of each Note
at the time outstanding affected thereby, (i) subject
to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time
of any prepayment or payment of principal of, or
reduce the rate or change the time of payment or
method of computation of interest or of the 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 Section 8, 11(a), 11(b),
12, 17 or 20. The Subsidiary Guaranty and the
Intercreditor Agreement may be amended in accordance
with the terms thereof.

-6-



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Section 1.9.The following shall be added in numerical order as a new
Section 22.7 to the Note Purchase Agreements:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Section 22.7. Release of Subsidiary Guaranties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (a) The holders of the Notes acknowledge and
agree that any Subsidiary Guarantor shall be
automatically discharged and released from the
Subsidiary Guaranty to which it is a party pursuant to
the written request of the Company, provided that (i)
either (1) such Subsidiary Guarantor has been released
and discharged as an obligor and guarantor under and
in respect of the Credit Agreement or (2) all of the
stock or assets of such Subsidiary Guarantor has been
sold within the limitations of Sections 10.8(b)and,
in either event, the Company so certifies to the
holders of the Notes in a certificate, which
certificate shall also include information in
reasonable detail to show compliance with Sections
10.8(b)if such release and discharge is made pursuant
to clause (2), (ii) any such release and discharge
shall be expressly conditioned upon receipt by the
holders of the Notes of a written agreement executed
by the Subsidiary Guarantor to be released pursuant to
which such Subsidiary Guarantor shall agree that if,
for any reason whatsoever, it thereafter becomes an
obligor or guarantor under and in respect of the
Credit Agreement, then such Subsidiary Guarantor shall
contemporaneously provide written notice thereof to
the holders of the Notes accompanied by an executed
Subsidiary Guaranty of such Subsidiary Guarantor and
(iii) at the time of such release and discharge, the
Company shall deliver a certificate of a Responsible
Officer to the holders of the Notes to the effect that
no Default or Event of Default exists.
|
| | (b) Upon the release of any Subsidiary Guarantor
pursuant to paragraph (a) of this Section 22.7, the
holders of the Notes shall, at the sole cost and
expense of the Company, take all actions reasonably
required by the Company to evidence such Subsidiary
Guarantors release.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (c) The Company agrees that it will not, nor will
it permit any Subsidiary or Affiliate to, directly or
indirectly, pay or cause to be paid any consideration
or remuneration, whether by way of supplemental or
additional interest, fee or otherwise, to any creditor
of the Company or of any Subsidiary Guarantor as
consideration for or as an inducement to the entering
into by any such creditor of any release or discharge
of any Subsidiary Guarantor with respect to any
liability of such Subsidiary Guarantor as an obligor
or guarantor under or in respect of the Credit
Agreement, unless such consideration or remuneration
is                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

-7-



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| |                                                                                                    
| | ---------------------------------------------------------------------------------------------------
| | concurrently paid, on the same terms, ratably to the
holders of all of the Notes then outstanding.

Section 1.10.The definitions of Priority Indebtednessand Responsible
Officerset forth in Schedule B to the Note Purchase Agreement shall each be
and are hereby amended in their entirety to read as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Priority Indebtednessmeans (a) any Indebtedness of
the Company secured by a Lien created or incurred
within the limitations of Section 10.5(h), (b) any
Indebtedness of the Companys Restricted Subsidiaries
(including, without limitation, any obligations of a
Subsidiary Borrower (as defined in the Credit
Agreement) or any Restricted Subsidiary which becomes
a direct or indirect obligor under the Credit
Agreement for which such obligations are not Qualified
Subsidiary Indebtedness), and (c) any Attributable
Indebtedness created or incurred in connection with
any Sale and Leaseback Transaction, except (i)
Indebtedness evidenced by the Subsidiary Guaranty and
(ii) Indebtedness of a Subsidiary Guarantor evidenced
by the Guaranty delivered pursuant to the Credit
Agreement; providedthat the Indebtedness evidenced by
any such Guaranty constitutes Qualified Subsidiary
Indebtedness.
|
| | Responsible Officermeans any Senior Financial
Officer or any other officer of the Company or
Subsidiary Guarantor, as the case may be, with
responsibility for the administration of the relevant
portion of this Agreement or the Subsidiary Guaranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Section 1.11.The following definitions shall be added in alphabetical
order to Schedule B to the Note Purchase Agreements:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Agentmeans Fleet National Bank, as agent under the
Credit Agreement, or any successor agent thereto.                                                                                                                                                                                                                                                                                                                             
|
| | Credit Agreementmeans that certain Credit
Agreement dated as of July 2, 2002 by and among the
Company, the Subsidiary Borrowers (as defined therein)
party thereto, the Agent, the lending institutions
that are party thereto, JPMorgan Chase Bank, as
Documentation Agent, Wachovia Bank, National
Association, as Syndication Agent, and Fleet
Securities, Inc., as Arranger, as amended, replaced,
refinanced or supplemented.
|
| | Intercreditor Agreementmeans the intercreditor
agreement dated as of July 2, 2002 among the holders
of the Notes and the Agent on behalf of the lenders
under the Credit Agreement, as the same may be amended
or supplemented, from time to time.                                                                                                                                                                                

-8-



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| |                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Qualified Subsidiary Indebtednessmeans Indebtedness
of a Subsidiary Guarantor, providedthat the obligee
of such Indebtedness shall have entered into the
Intercreditor Agreement.                                                                                                                     
|
| | Subsidiary Guarantormeans the Subsidiaries party to
the Subsidiary Guaranty and any other Subsidiary which
becomes a Subsidiary Guarantor pursuant to Section
9.9.                                                                                                                                    
|
| | Subsidiary Guarantymeans the guaranty entered into
by each of the Subsidiary Guarantors as security for
the Notes dated as of July 2, 2002, as the same may be
amended or supplemented from time to time, and any
additional guaranty entered into as security for the
Notes pursuant to Section 9.9.

SECTION 2. AFFIRMATION.

The Company hereby acknowledges and affirms that pursuant to Section 9.8
of the Note Purchase Agreement, Section 8.3 (Leverage Ratio) of the Credit
Agreement shall constitute an Incorporated Financial Covenant and the
Noteholders shall enjoy the benefits thereof.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Section 3.1.To induce the Noteholders to execute and deliver this First
Amendment (which representations shall survive the execution and delivery of
this First Amendment), the Company represents and warrants to the Noteholders
that:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) this First Amendment has been duly authorized, executed and
delivered by it and this First Amendment constitutes the legal, valid and
binding obligation, contract and agreement of the Company enforceable
against it in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws or equitable principles relating to or limiting creditors rights
generally;                                                                                                                                                                                         
|
| | (b) the Note Purchase Agreements, as amended by this First
Amendment, constitute the legal, valid and binding obligations, contracts
and agreements of the Company enforceable against it in accordance with
their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors rights generally;                                                                                                                                                                                                             
|
| | (c) the execution, delivery and performance by the Company of this
First Amendment (i) has been duly authorized by all requisite corporate
action and, if required, shareholder action, (ii) does not require the
consent or approval of any governmental or regulatory body or agency, and
(iii) will not (A) violate (1) any provision of law, statute, rule or
regulation or its certificate of incorporation or bylaws, (2) any order
of any court or any rule, regulation or order of any other agency or
government binding upon it, or (3) any provision of any material
indenture, agreement or other instrument to which it is a

-9-



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| |                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | party or by which its properties or assets are or may be bound,
including, without limitation, the Credit Agreement or (B) result in a
breach or constitute (alone or with due notice or lapse of time or both)
a default under any indenture, agreement or other instrument referred to
in clause (iii)(A)(3) of this Section 3.1(c);
|
| | (d) as of the date hereof and after giving effect to this First
Amendment, no Default or Event of Default has occurred which is
continuing; and                                                                                                                                                                                       
|
| | (e) all the representations and warranties contained in Section 5 of
the Note Purchase Agreements are true and correct in all material
respects with the same force and effect as if made by the Company on and
as of the date hereof.                                                                                                

Section 3.2.In order to induce the Noteholders to enter into this
Amendment, and the Noteholders to accept the Subsidiary Guaranty, the Company
further makes the following representations and warranties to the Noteholders:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) each Subsidiary Guarantor is a corporation or other legal entity
duly organized and validly existing in good standing under the laws of
the jurisdiction of its organization, has all requisite power and
authority to own its property and to carry on its business as now
conducted, and is in good standing and authorized to do business in each
jurisdiction in which the nature of the business conducted therein or the
property owned by it therein makes such qualification necessary, in each
case except where such failure to qualify could not reasonably be
expected to have a Material Adverse Effect;
|
| | (b) each Subsidiary Guarantor has full legal power and authority to
enter into, execute, deliver and perform the terms of the Subsidiary
Guaranty, all of which have been duly authorized by all proper and
necessary corporate, partnership or other applicable action and are in
full compliance with its organizational documents. Each Subsidiary
Guarantor has duly executed and delivered the Subsidiary Guaranty;                                                                                                                                                                                                 
|
| | (c) the Subsidiary Guaranty constitutes the valid and legally
binding obligations of each Subsidiary Guarantor enforceable in
accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors rights generally;                                                                                                                                                                                                                                                                               
|
| | (d) no consent, authorization or approval of, filing with, notice
to, or exemption by, stockholders or holders of any other equity
interest, any Governmental Authority or any other Person, is required to
be obtained or made by the Subsidiary Guarantors in order to authorize,
or is required to be obtained or made by the Subsidiary Guarantors in
connection with, the execution, delivery or performance of, the
Subsidiary Guaranty, or is required to be obtained or made by the
Subsidiary Guarantors as a condition to the validity or enforceability of
the Subsidiary Guaranty;                           
|
| | (e) none of the Subsidiary Guarantors is in default (1) under any
mortgage, indenture, contract, instrument or agreement to which it is a
party or by which it or any of                                                                                                                                                                                                                                                                                                                                                                                                                                                 

-10-



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | its property is bound, or (2) with respect to any judgment, order, writ,
injunction, decree or decision of any Governmental Authority; the effect
of which default, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. The execution, delivery or
carrying out of the terms of the Subsidiary Guaranty will not constitute
a default under, or result in the creation or imposition of, or
obligation to create, any Lien upon any property of a Subsidiary
Guarantor or result in a breach of (or require the mandatory repayment of
or other acceleration of payment under or pursuant to the terms of) any
such mortgage, indenture, note, contract, instrument, agreement,
judgment, order, writ, injunction, decree or decision of any Governmental
Authority.

SECTION 4. CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.

Section 4.1.This First Amendment shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) executed counterparts of this First Amendment, duly executed by
the Company and the holders of at least 51% of the outstanding principal
of the Notes, shall have been delivered to the Noteholders, and the same
shall be in full force and effect and shall constitute the legal, valid
and binding obligations of all the parties thereto;                                                                                            
|
| | (b) executed counterparts of the Intercreditor Agreement,
substantially in the form attached hereto as Exhibit A,duly executed by
the Noteholders and the Agent on behalf of the lenders under the Credit
Agreement, shall have been delivered to the Noteholders, and the same
shall be in full force and effect and shall constitute the legal, valid
and binding obligations of all the parties thereto;                                  
|
| | (c) the Noteholders shall have received a copy of the resolutions of
the Board of Directors of the Company authorizing the execution, delivery
and performance by the Company of this First Amendment, and (ii) a copy
of the resolutions of the Board of Directors of the Company authorizing
execution, delivery and performance by the Company of the Intercreditor
Agreement, each certified by its Secretary or an Assistant Secretary,;
|
| | (d) the representations and warranties of the Company set forth in
Section 3hereof are true and correct on and with respect to the date
hereof;                                                                                                                                                                                                                                                                                              
|
| | (e) the Noteholders shall have received the favorable opinion of
counsel to the Company as to the matters set forth in Sections 3.1(a),
3.1(b)and 3.1(c)hereof, which opinion shall be in form and substance
satisfactory to the Noteholders;                                                                                                                                                                                                
|
| | (f) executed counterparts of the Subsidiary Guaranty, substantially
in the form attached hereto as Exhibit Bduly executed by the Subsidiary
Guarantors, shall have been delivered to the Noteholders, and the same
shall be in full force and effect and shall constitute the legal, valid
and binding obligations of all the parties thereto;                                                                                               

-11-



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (g) the Noteholders shall have received from each Subsidiary
Guarantor a certificate certifying as to the true, correct and complete
resolutions attached thereto and to other corporate proceedings relating
to the authorization, execution and delivery of the Subsidiary Guaranty;                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (h) the Noteholders shall have received from each Subsidiary
Guarantor a certificate of an authorized officer, dated the date of this
First Amendment, certifying that (i) the representations and warranties
of such Subsidiary Guarantor in the Subsidiary Guaranty shall be correct
when made and on the date hereof and (ii) such Subsidiary Guarantor shall
have performed and complied with all agreements and conditions contained
in the Subsidiary Guaranty required to be performed and complied with by
it prior to or on the date hereof, and after giving effect to this First
Amendment, no Default or Event of Default shall have occurred and be
continuing;
|
| | (i) the Noteholders shall have received the favorable opinion of
counsel to the Subsidiary Guarantors as to the due authorization,
execution and delivery of the Subsidiary Guaranty and to the effect that
it constitutes the legal, valid and binding contract and agreement of
such Subsidiary Guarantor enforceable in accordance with its terms,
except as enforcement of such terms may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the
enforcement of creditors rights generally and by general equitable
principles;                                                                                               
|
| | (j) the Noteholders shall have received a true, correct and complete
copy of the Credit Agreement as certified by a Responsible Officer of the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Upon receipt of all of the foregoing, this First Amendment shall become effective.

SECTION 5. PAYMENT OF NOTEHOLDERS COUNSEL FEES AND EXPENSES.

Section 5.1.The Company agrees to pay upon demand, the reasonable fees
and expenses of Chapman and Cutler, counsel to the Noteholders, in connection
with the negotiation, preparation, approval, execution and delivery of this
First Amendment.

SECTION 6. MISCELLANEOUS.

Section 6.1.This First Amendment shall be construed in connection with
and as part of each of the Note Purchase Agreements, and except as modified and
expressly amended by this First Amendment, all terms, conditions and covenants
contained in the Note Purchase Agreements and the Notes are hereby ratified and
shall be and remain in full force and effect.

Section 6.2.Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
First Amendment may refer to the Note Purchase Agreements without making
specific reference to this First Amendment but nevertheless all such references
shall include this First Amendment unless the context otherwise requires.

-12-



---



##### 



Section 6.3.The descriptive headings of the various Sections or parts of
this First Amendment are for convenience only and shall not affect the meaning
or construction of any of the provisions hereof.

Section 6.4.This First Amendment shall be governed by and construed in
accordance with New York law.

-13-



---



##### 



Section 6.5.The execution hereof by you shall constitute a contract
between us for the uses and purposes hereinabove set forth, and this First
Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.

| |  |                   |  |                            
| |  | ----------------- |  | ---------------------------
| |  | BOWNE & CO., INC.
| |  |                   |  |                            
| |  | By                |  | /s/ C. Cody Colquitt       
| |  |                   |  |                            
| |  | Its               |  | Senior Vice President  CFO
| |  |                   |  |                            

[Noteholder Signature Pages to Follow]

-14-



---



##### 



Accepted and Agreed to:

| |  |                        |  |                         
| |  | ---------------------- |  | ------------------------
| |  | AMCO INSURANCE COMPANY
| |  |                        |  |                         
| |  | By                     |  |                         
| |  | Name:                  |  | /s/ Mark W. Poeppelman  
| |  |                        |  |                         
| |  | Title:                 |  | Associate Vice President
| |  |                        |  |                         





---



##### 



Accepted and Agreed to:

| |  |                                             |  |                    
| |  | ------------------------------------------- |  | -------------------
| |  | CANADA LIFE INSURANCE COMPANY OF
   AMERICA
| |  |                                             |  |                    
| |  | By                                          |  |                    
| |  | Name:                                       |  | /s/ C. Paul English
| |  |                                             |  |                    
| |  | Title:                                      |  | Assistant Treasurer
| |  |                                             |  |                    





---



##### 



Accepted and Agreed to:

| |  |                               |  |                    
| |  | ----------------------------- |  | -------------------
| |  | CANADA LIFE ASSURANCE COMPANY
| |  |                               |  |                    
| |  | By                            |  |                    
| |  | Name:                         |  | /s/ C. Paul English
| |  |                               |  |                    
| |  | Title:                        |  | Associate Treasurer
| |  |                               |  |                    





---



##### 



Accepted and Agreed to:

| |  |                                               |  |                                     
| |  | --------------------------------------------- |  | ------------------------------------
| |  | GENERAL ELECTRIC CAPITAL ASSURANCE
   COMPANY
| |  |                                               |  |                                     
| |  | By                                            |  |                                     
| |  | Name:                                         |  | /s/ Jon M. Lucia                    
| |  |                                               |  |                                     
| |  | Title:                                        |  | Senior Vice President  Fixed Income
| |  |                                               |  |                                     
| |  |                                               |  | Private Placement                   
| |  |                                               |  |                                     





---



##### 



Accepted and Agreed to:

| |  |                                       |  |                                     
| |  | ------------------------------------- |  | ------------------------------------
| |  | GE LIFE AND ANNUITY ASSURANCE COMPANY
| |  |                                       |  |                                     
| |  | By                                    |  |                                     
| |  | Name:                                 |  | /s/ Jon M. Lucia                    
| |  |                                       |  |                                     
| |  | Title:                                |  | Senior Vice President  Fixed Income
| |  |                                       |  |                                     
| |  |                                       |  | Private Placement                   
| |  |                                       |  |                                     





---



##### 



Accepted and Agreed to:

| |  |                           |  |                             
| |  | ------------------------- |  | ----------------------------
| |  | MODERN WOODMEN OF AMERICA
| |  |                           |  |                             
| |  | By                        |  |                             
| |  | Name:                     |  | /s/ Michael E. Dau          
| |  |                           |  |                             
| |  | Title:                    |  | Manager, Securities Division
| |  |                           |  |                             





---



##### 



Accepted and Agreed to:

| |  |                              |  |                         
| |  | ---------------------------- |  | ------------------------
| |  | NATIONWIDE INDEMNITY COMPANY
| |  |                              |  |                         
| |  | By                           |  |                         
| |  | Name:                        |  | /s/ Mark W. Poeppelman  
| |  |                              |  |                         
| |  | Title:                       |  | Associate Vice President
| |  |                              |  |                         





---



##### 



Accepted and Agreed to:

| |  |                                   |  |                         
| |  | --------------------------------- |  | ------------------------
| |  | NATIONWIDE LIFE INSURANCE COMPANY
| |  |                                   |  |                         
| |  | By                                |  |                         
| |  | Name:                             |  | /s/ Mark W. Poeppelman  
| |  |                                   |  |                         
| |  | Title:                            |  | Associate Vice President
| |  |                                   |  |                         





---



##### 



Accepted and Agreed to:

| |  |                                                  |  |                         
| |  | ------------------------------------------------ |  | ------------------------
| |  | NATIONWIDE LIFE AND ANNUITY INSURANCE
   COMPANY
| |  |                                                  |  |                         
| |  | By                                               |  |                         
| |  | Name:                                            |  | /s/ Mark W. Poeppelman  
| |  |                                                  |  |                         
| |  | Title:                                           |  | Associate Vice President
| |  |                                                  |  |                         





---



##### 



Accepted and Agreed to:

| |  |                                             |  |                         
| |  | ------------------------------------------- |  | ------------------------
| |  | NATIONWIDE MUTUAL FIRE INSURANCE
   COMPANY
| |  |                                             |  |                         
| |  | By                                          |  |                         
| |  | Name:                                       |  | /s/ Mark W. Poeppelman  
| |  |                                             |  |                         
| |  | Title:                                      |  | Associate Vice President
| |  |                                             |  |                         





---



##### 



Accepted and Agreed to:

| |  |                                     |  |                         
| |  | ----------------------------------- |  | ------------------------
| |  | NATIONWIDE MUTUAL INSURANCE COMPANY
| |  |                                     |  |                         
| |  | By                                  |  |                         
| |  | Name:                               |  | /s/ Mark W. Poeppelman  
| |  |                                     |  |                         
| |  | Title:                              |  | Associate Vice President
| |  |                                     |  |                         





---



##### 



Accepted and Agreed to:

| |  |                                |  |                         
| |  | ------------------------------ |  | ------------------------
| |  | PACIFIC LIFE INSURANCE COMPANY
| |  |                                |  |                         
| |  | By                             |  |                         
| |  | Name:                          |  | /s/ Cathy L. Schwartz   
| |  |                                |  |                         
| |  | Title:                         |  | Assistant Vice President
| |  |                                |  |                         
| |  |                                |  |                         
| |  | By                             |  |                         
| |  | Name:                          |  | /s/ Audrey Milfs        
| |  |                                |  |                         
| |  | Title:                         |  | Secretary               
| |  |                                |  |                         





---



##### 



Accepted and Agreed to:

| |  |                              |  |                         
| |  | ---------------------------- |  | ------------------------
| |  | SCOTTSDALE INSURANCE COMPANY
| |  |                              |  |                         
| |  | By                           |  |                         
| |  | Name:                        |  | /s/ Mark W. Poeppelman  
| |  |                              |  |                         
| |  | Title:                       |  | Associate Vice President
| |  |                              |  |                         





---



##### 



EXHIBIT A

INTERCREDITOR AGREEMENT





---



##### 



EXHIBIT B

SUBSIDIARY GUARANTY