Exhibit 4.2 (Note Purchase Agreement)


    
      

    


    EXHIBIT
      4.2

    


    ========================================================================================

     

    CABELA’S
      INCORPORATED

    CABELA’S
      CATALOG, INC.

    CABELA’S
      RETAIL, INC.

    CABELA’S
      OUTDOOR ADVENTURES, INC.

    CABELAS.COM,
      INC.

    CABELA’S
      WHOLESALE, INC.

    CABELA’S
      VENTURES, INC.

    WILD
      WINGS, LLC

    CABELA’S
      LODGING, LLC

    VAN
      DYKE
      SUPPLY COMPANY, INC.

    CABELA’S
      MARKETING AND BRAND MANAGEMENT, INC.

    CABELA’S
      RETAIL LA, LLC

    CABELA’S
      TROPHY PROPERTIES, LLC

    ORIGINAL
      CREATIONS, LLC

    CABELA’S
      RETAIL TX, L.P.

    CABELA’S
      RETAIL GP, LLC

    LEGACY
      TRADING COMPANY

    CRLP,
      LLC

    CABELA’S
      RETAIL MO, LLC

    


     

    $215,000,000

     

    5.99%
      Senior Notes, Series 2006-A, due February 27, 2016

     

    


     

    ______________

     

    NOTE
      PURCHASE AGREEMENT

     

    _____________

     

    


     

    Dated
      February 27, 2006

    


    


    ========================================================================================


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    (Not
      a
      part of the Agreement)

    


    

      
        	
                SECTION

              	
                HEADING

              	
                PAGE

              
	 	 	 
	
                SECTION
                  1.

              	
                AUTHORIZATION
                  OF NOTES

              	
                2

              
	 	 	 
	
                SECTION
                  2.

              	
                SALE
                  AND PURCHASE OF NOTES

              	
                2

              
	 	 	 
	
                SECTION
                  2.1.

              	
                Purchase
                  and Sale of Notes

              	
                2

              
	
                SECTION
                  2.2.

              	
                Additional
                  Series of Notes

              	
                2

              
	 	 	 
	
                SECTION
                  3.

              	
                CLOSING

              	
                3

              
	 	 	 
	
                SECTION
                  4.

              	
                CONDITIONS
                  TO CLOSING

              	
                4

              
	 	 	 
	
                SECTION
                  4.1.

              	
                Representations
                  and Warranties

              	
                4

              
	
                SECTION
                  4.2.

              	
                Performance;
                  No Default

              	
                4

              
	
                SECTION
                  4.3.

              	
                Compliance
                  Certificates

              	
                4

              
	
                SECTION
                  4.4.

              	
                Opinions
                  of Counsel

              	
                4

              
	
                SECTION
                  4.5.

              	
                Purchase
                  Permitted by Applicable Law, etc

              	
                5

              
	
                SECTION
                  4.6.

              	
                Sale
                  of Other Notes

              	
                5

              
	
                SECTION
                  4.7.

              	
                Payment
                  of Special Counsel Fees

              	
                5

              
	
                SECTION
                  4.8.

              	
                Private
                  Placement Number

              	
                5

              
	
                SECTION
                  4.9.

              	
                Changes
                  in Corporate or Limited Liability Company or Limited Partnership
                  Structure

              	
                5

              
	
                SECTION
                  4.10.

              	
                Funding
                  Instructions

              	
                5

              
	
                SECTION
                  4.11.

              	
                Proceedings
                  and Documents

              	
                5

              
	
                SECTION
                  4.12.

              	
                Certain
                  Related Transactions

              	
                6

              
	
                SECTION
                  4.13.

              	
                Conditions
                  to Issuance of Additional Note

              	
                6

              
	 	 	 
	
                SECTION
                  5.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE OBLIGORS

              	
                6

              
	 	 	 
	
                SECTION
                  5.1.

              	
                Organization;
                  Power and Authority

              	
                6

              
	
                SECTION
                  5.2.

              	
                Authorization,
                  etc

              	
                7

              
	
                SECTION
                  5.3.

              	
                Disclosure

              	
                7

              
	
                SECTION
                  5.4.

              	
                Organization
                  and Ownership of Shares of Subsidiaries; Affiliates

              	
                7

              
	
                SECTION
                  5.5.

              	
                Financial
                  Statements

              	
                8

              
	
                SECTION
                  5.6.

              	
                Compliance
                  with Laws, Other Instruments, etc

              	
                8

              
	
                SECTION
                  5.7.

              	
                Governmental
                  Authorizations, etc

              	
                8

              
	
                SECTION
                  5.8.

              	
                Litigation;
                  Observance of Agreements, Statutes and Orders

              	
                8

              
	
                SECTION
                  5.9.

              	
                Taxes

              	
                9

              
	
                SECTION
                  5.10.

              	
                Title
                  to Property; Leases

              	
                9

              
	
                SECTION
                  5.11.

              	
                Licenses,
                  Permits, etc

              	
                9

              
	
                SECTION
                  5.12.

              	
                Compliance
                  with ERISA

              	
                9

              


      


      
        
          
          

        

        
          -
            i
            -

          
            

          

        

        
          
          

        

      


      


      
        	
                SECTION
                  5.13.

              	
                Private
                  Offering by the Obligors

              	
                10

              
	
                SECTION
                  5.14.

              	
                Use
                  of Proceeds; Margin Regulations

              	
                10

              
	
                SECTION
                  5.15.

              	
                Existing
                  Debt; Future Liens

              	
                11

              
	
                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 PURCHASER

              	
                12

              
	 	 	 
	
                SECTION
                  6.1.

              	
                Purchase
                  for Investment

              	
                12

              
	
                SECTION
                  6.2.

              	
                Source
                  of Funds

              	
                12

              
	 	 	 
	
                SECTION
                  7.

              	
                INFORMATION
                  AS TO OBLIGORS

              	
                14

              
	 	 	 
	
                SECTION
                  7.1.

              	
                Financial
                  and Business Information

              	
                14

              
	
                SECTION
                  7.2.

              	
                Officer’s
                  Certificate

              	
                17

              
	
                SECTION
                  7.3.

              	
                Inspection

              	
                17

              
	 	 	 
	
                SECTION
                  8.

              	
                PREPAYMENT
                  OF THE NOTES

              	
                18

              
	 	 	 
	
                SECTION
                  8.1.

              	
                Required
                  Prepayments

              	
                18

              
	
                SECTION
                  8.2.

              	
                Optional
                  Prepayments with Make-Whole Amount

              	
                18

              
	
                SECTION
                  8.3.

              	
                Allocation
                  of Partial Prepayments

              	
                18

              
	
                SECTION
                  8.4.

              	
                Maturity;
                  Surrender, etc

              	
                18

              
	
                SECTION
                  8.5.

              	
                Purchase
                  of Notes

              	
                19

              
	
                SECTION
                  8.6.

              	
                Make-Whole
                  Amount

              	
                19

              
	 	 	 
	
                SECTION
                  9.

              	
                AFFIRMATIVE
                  COVENANTS

              	
                20

              
	 	 	 
	
                SECTION
                  9.1.

              	
                Compliance
                  with Law

              	
                20

              
	
                SECTION
                  9.2.

              	
                Insurance

              	
                21

              
	
                SECTION
                  9.3.

              	
                Maintenance
                  of Properties

              	
                21

              
	
                SECTION
                  9.4.

              	
                Payment
                  of Taxes and Claims

              	
                21

              
	
                SECTION
                  9.5.

              	
                Corporate
                  or Limited Liability Company or Limited Partnership Existence,
                  etc

              	
                21

              
	
                SECTION
                  9.6.

              	
                Nature
                  of Business

              	
                22

              
	
                SECTION
                  9.7.

              	
                Notes
                  to Rank Pari Passu

              	
                22

              
	
                SECTION
                  9.8.

              	
                Designation,
                  Joinder and Release of Subsidiaries

              	
                22

              
	
                SECTION
                  9.9.

              	
                Release
                  of Amended and Restated Intercreditor Agreement

              	
                23

              
	 	 	 
	
                SECTION
                  10.

              	
                NEGATIVE
                  COVENANTS

              	
                24

              
	 	 	 
	
                SECTION
                  10.1.

              	
                Transactions
                  with Affiliates

              	
                24

              
	
                SECTION
                  10.2.

              	
                Merger,
                  Consolidation, etc

              	
                24

              
	
                SECTION
                  10.3.

              	
                Liens

              	
                25

              
	
                SECTION
                  10.4.

              	
                Priority
                  Debt

              	
                27

              
	
                SECTION
                  10.5.

              	
                Consolidated
                  Adjusted Net Worth

              	
                27

              
	
                SECTION
                  10.6.

              	
                Fixed
                  Charges Coverage Ratio

              	
                27

              


      


      
        
          
          

        

        
          -
            ii
            -

          
            

          

        

        
          
          

        

      


      


      
        	
                SECTION
                  10.7

              	
                Consolidated
                  Funded Debt to Capitalization

              	
                27

              
	
                SECTION
                  10.8.

              	
                Sale
                  of Assets, Etc

              	
                27

              
	
                SECTION
                  10.9. 

              	
                Terrorism
                  Sanctions Regulations

              	
                28

              
	 	 	 
	
                SECTION
                  11.

              	
                EVENTS
                  OF DEFAULT

              	
                28

              
	 	 	 
	
                SECTION
                  12.

              	
                REMEDIES
                  ON DEFAULT, ETC

              	
                30

              
	 	 	 
	
                SECTION
                  12.1.

              	
                Acceleration

              	
                30

              
	
                SECTION
                  12.2.

              	
                Other
                  Remedies

              	
                30

              
	
                SECTION
                  12.3.

              	
                Rescission

              	
                31

              
	
                SECTION
                  12.4.

              	
                No
                  Waivers or Election of Remedies, Expenses, etc

              	
                31

              
	 	 	 
	
                SECTION
                  13.

              	
                REGISTRATION;
                  EXCHANGE; SUBSTITUTION OF NOTES

              	
                31

              
	 	 	 
	
                SECTION
                  13.1.

              	
                Registration
                  of Notes

              	
                31

              
	
                SECTION
                  13.2.

              	
                Transfer
                  and Exchange of Notes

              	
                31

              
	
                SECTION
                  13.3.

              	
                Replacement
                  of Notes

              	
                32

              
	 	 	 
	
                SECTION
                  14.

              	
                PAYMENTS
                  ON NOTES

              	
                32

              
	 	 	 
	
                SECTION
                  14.1.

              	
                Place
                  of Payment

              	
                32

              
	
                SECTION
                  14.2.

              	
                Home
                  Office Payment

              	
                33

              
	 	 	 
	
                SECTION
                  15.

              	
                EXPENSES,
                  ETC

              	
                33

              
	 	 	 
	
                SECTION
                  15.1.

              	
                Transaction
                  Expenses

              	
                33

              
	
                SECTION
                  15.2.

              	
                Survival

              	
                33

              
	 	 	 
	
                SECTION
                  16.

              	
                SURVIVAL
                  OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

              	
                34

              
	 	 	 
	
                SECTION
                  17.

              	
                AMENDMENT
                  AND WAIVER

              	
                34

              
	 	 	 
	
                SECTION
                  17.1.

              	
                Requirements

              	
                34

              
	
                SECTION
                  17.2.

              	
                Solicitation
                  of Holders of Notes

              	
                34

              
	
                SECTION
                  17.3.

              	
                Binding
                  Effect, etc

              	
                35

              
	
                SECTION
                  17.4.

              	
                Notes
                  Held by Obligors, etc

              	
                35

              
	 	 	 
	
                SECTION
                  18.

              	
                NOTICES

              	
                35

              
	 	 	 
	
                SECTION
                  19.

              	
                REPRODUCTION
                  OF DOCUMENTS

              	
                35

              
	 	 	 
	
                SECTION
                  20.

              	
                CONFIDENTIAL
                  INFORMATION

              	
                36

              
	 	 	 
	
                SECTION
                  21.

              	
                SUBSTITUTION
                  OF PURCHASER

              	
                37

              
	 	 	 


      


      
        
          
          

        

        
          -
            iii
            -

          
            

          

        

        
          
          

        

      


      


      
        	
                SECTION
                  22.

              	
                MISCELLANEOUS

              	
                37

              
	 	 	 
	
                SECTION
                  22.1.

              	
                Successors
                  and Assigns

              	
                37

              
	
                SECTION
                  22.2.

              	
                Payments
                  Due on Non-Business Days

              	
                37

              
	
                SECTION
                  22.3.

              	
                Severability

              	
                37

              
	
                SECTION
                  22.4.

              	
                Construction

              	
                37

              
	
                SECTION
                  22.5.

              	
                Counterparts

              	
                38

              
	
                SECTION
                  22.6.

              	
                Governing
                  Law

              	
                38

              
	 	 	 
	
                SIGNATURE

              	 	
                39

              


      

      
 

    


    
      
        
        

      

      
        -
          iv
          -

        
          

        

      

      
        
        

      

    


    


    
      	
              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

            
	 	 	 
	
              EXHIBIT 1

            	
              —

            	
              Form
                of 5.99% Senior Note, Series 2006-A, due February 27,
                2016

            
	 	 	 
	
              EXHIBIT 
                4.4(a)

            	
              —

            	
              Form
                of Opinion of Special Counsel for the Obligors

            
	 	 	 
	
              EXHIBIT 
                4.4(b)

            	
              —

            	
              Form
                of Opinion of Special Counsel for the Purchasers

            
	 	 	 
	
              EXHIBIT 
                9.8(d)

            	
              —

            	
              Form
                of Joinder Agreement

            
	 	 	 
	
              EXHIBIT 
                S

            	
              —

            	
              Form
                of Supplement to Note Purchase
                Agreement

            


    

    


    


    



    
      
        
        

      

      
        -
          v
          -

        
          

        

      

      
        
        

        
          


        

      

    



    CABELA’S
      INCORPORATED

    CABELA’S
      CATALOG, INC.

    CABELA’S
      RETAIL, INC.

    CABELA’S
      OUTDOOR ADVENTURES, INC.

    CABELAS.COM,
      INC.

    CABELA’S
      WHOLESALE, INC.

    CABELA’S
      VENTURES, INC.

    WILD
      WINGS, LLC

    CABELA’S
      LODGING, LLC

    VAN
      DYKE SUPPLY COMPANY, INC.

    CABELA’S
      MARKETING AND BRAND MANAGEMENT, INC.

    CABELA’S
      RETAIL LA, LLC

    CABELA’S
      TROPHY PROPERTIES, LLC

     ORIGINAL
      CREATIONS, LLC

    CABELA’S
      RETAIL TX, L.P.

    CABELA’S
      RETAIL GP, LLC

    LEGACY
      TRADING COMPANY

    CRLP,
      LLC

    CABELA’S
      RETAIL MO, LLC

    


     

    ONE
      CABELA DRIVE

    SIDNEY,
      NEBRASKA 64160

     

    


     

    $215,000,000
      5.99% Senior Notes, Series 2006-A, due February 27, 2016

     

    


     

    Dated
      as
      of

    February 27,
      2006

     

    


    TO
      EACH
      OF THE PURCHASERS LISTED IN

    THE
      ATTACHED SCHEDULE A:

    


    Ladies
      and Gentlemen:

    


    CABELA’S
      INCORPORATED,
      a
      Delaware corporation (the “Company”),
      CABELA’S
      CATALOG, INC.,
      a
      Nebraska corporation (“Catalog”),
      Cabela’s
      Retail, Inc.,
      a
      Nebraska corporation (“Retail”),
      CABELA’S
      OUTDOOR ADVENTURES, INC.,
      a
      Nebraska corporation (“Adventures”),
      Cabelas.com,
      Inc.,
      a
      Nebraska corporation (“Cabelas.com”),
      CABELA’S
      WHOLESALE, INC.,
      a
      Nebraska corporation (“Wholesale”),
      CABELA’S
      VENTURES, INC.,
      a
      Nebraska corporation (“Ventures”),
      Wild
      Wings, LLC, a Minnesota limited liability company (“Wild
      Wings”),
      Cabela’s Lodging, LLC, a Nebraska limited liability company (“Lodging”),
      VAN
      DYKE
      SUPPLY COMPANY, INC.,
      a
      South Dakota corporation (“Van
      Dyke”),
      Cabela’s Marketing and Brand Management, Inc., a Nebraska corporation
      (“Marketing”),
      Cabela’s Retail 


    
      
        
           

        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LA,
      LLC,
      a Nebraska limited liability company (“Retail
      LA”),
      Cabela’s Trophy Properties, LLC, a Nebraska limited liability company
      (“Trophy”),
      Original Creations, LLC, a Minnesota limited liability company (“Creations”),
      Cabela’s Retail TX, L.P., a Nebraska limited partnership (“Retail
      TX”),
      Cabela’s Retail GP, LLC, a Nebraska limited liability company (“Retail
      GP”),
      Legacy
      Trading Company, a South Dakota corporation (“Legacy”),
      CRLP,
      LLC, a Nebraska limited liability company (“CRLP”),
      Cabela’s Retail MO, LLC, a Nebraska limited liability company (“Retail
      MO”
      and,
      together with the Company, Catalog, Retail, Adventures, Cabelas.com, Wholesale,
      Ventures, Wild Wings, Lodging, Van Dyke, Marketing, Retail LA, Trophy,
      Creations, Retail TX, Retail GP, Legacy and CRLP are, individually, referred
      to
      as an “Obligor”
      and,
      collectively, as the “Obligors”)
      jointly
      and severally agree with you as follows:

    


    
      	
              SECTION 1.

            	
              AUTHORIZATION
                OF NOTES.

            


    

    


    The
      Obligors will authorize the issue and sale of $215,000,000 aggregate principal
      amount of their 5.99% Senior Notes, Series 2006-A, due February 27,
      2016 (the “Series 2006-A
      Notes”).
      The
      Series 2006-A Notes, together with each series of Additional Notes which
      may from time to time be issued pursuant to the provisions of Section 2.2,
      are collectively referred to as the “Notes”
      (such
      term to include any such notes issued in substitution therefor pursuant to
      Section 13 of this Agreement or the Other Agreements (as hereinafter
      defined)). The Series 2006-A Notes shall be substantially in the form set
      out in Exhibit 1, with such changes therefrom, if any, as may be approved
      by you and the Obligors. Certain capitalized terms used in this Agreement are
      defined in Schedule B; 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.

            


    

    


        Section 2.1.    Purchase
      and Sale of Notes.
      Subject
      to the terms and conditions of this Agreement, the Obligors will issue and
      sell
      to you and you will purchase from the Obligors, at the Closing provided for
      in
      Section 3, the Series 2006-A Notes in the principal amount specified
      opposite your name in Schedule A at the purchase price of 100% of the
      principal amount thereof. Contemporaneously with entering into this Agreement,
      the Obligors are entering into separate Note Purchase Agreements (the
“Other
      Agreements”)
      identical with this Agreement with each of the other purchasers named in
      Schedule A (the “Other
      Purchasers”),
      providing for the sale at such Closing to each of the Other Purchasers of the
      Series 2006-A Notes in the principal amount specified opposite its name in
      Schedule A. Your obligation hereunder, and the obligations of the Other
      Purchasers under the Other Agreements, are several and not joint obligations,
      and you shall have no obligation under any Other Agreement and no liability
      to
      any Person for the performance or nonperformance by any Other Purchaser
      thereunder.

    


        Section 2.2.    Additional
      Series of Notes. The
      Obligors may, from time to time, in their sole discretion, but subject to the
      terms hereof, issue and sell one or more additional series of their unsecured
      promissory notes under the provisions of this Agreement pursuant to a supplement
      (a “Supplement”)
      substantially in the form of Exhibit S (with such modifications, if any, in
      the names of the Obligors as may be necessary to properly identify the Obligors
      at the time of delivery of any such Supplement and the related Additional Notes
      (defined below)). 


    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    


    Each
      additional series of Notes (the “Additional
      Notes”)
      issued
      pursuant to a Supplement shall be subject to the following terms and
      conditions:

    


        (i)     each
      series
      of Additional Notes, when so issued, shall be differentiated from all previous
      series by sequential numerical designation inscribed thereon;

    


        (ii)    Additional
      Notes of the same series may consist of more than one different and separate
      tranches and may differ with respect to outstanding principal amounts, maturity
      dates, interest rates and premiums, if any, and price and terms of redemption
      or
      payment prior to maturity, but all such different and separate tranches of
      the
      same series shall vote as a single class and constitute one series;


    


        (iii)    each
      series
      of Additional Notes shall be dated the date of issue, bear interest at such
      rate
      or rates, mature on such date or dates, be subject to such mandatory and
      optional prepayment on the dates and at the premiums, if any, have such
      additional or different conditions precedent to closing, such representations
      and warranties and such additional covenants as shall be specified in the
      Supplement under which such Additional Notes are issued and upon execution
      of
      any such Supplement, this Agreement shall be amended to reflect such additional
      covenants without further action on the part of the holders of the Notes
      outstanding under this Agreement, provided,
      that
      any such additional covenants shall inure to the benefit of all holders of
      Notes
      so long as any Additional Notes issued pursuant to such Supplement remain
      outstanding;

    


        (iv)    each
      series of Additional Notes issued under this Agreement shall be in substantially
      the form of Exhibit 1 to Exhibit S hereto with such variations,
      omissions and insertions as are necessary or permitted hereunder;

    


        (v)    the
      minimum principal amount of any Additional Note originally issued under a
      Supplement shall be $5,000,000; 

    


        (vi)    all
      Additional Notes shall mature more than one year after the issuance thereof
      and
      shall constitute Funded Debt of the Company and shall rank pari
      passu
      with all
      other outstanding Notes; and

    


        (vii)    no
      Additional
      Notes shall be issued hereunder if at the time of issuance thereof and after
      giving effect to the application of the proceeds thereof, any Default or Event
      of Default shall have occurred and be continuing.

    


    
      	
              SECTION 3.

            	
              CLOSING.

            


    

    
       

      The
        sale
        and purchase of the Series 2006-A Notes to be purchased by you and the
        Other Purchasers shall occur at the offices of Chapman and Cutler LLP, 111
        West
        Monroe Street, Chicago, Illinois 60603, at 10:00 A.M. Chicago time, at a
        closing
        (the “Closing”)
        on
        February 27, 2006 or on such other Business Day thereafter on or prior to
        February 28, 2006 as may be agreed upon by the Obligors and you and the
        Other Purchasers. At the Closing the Obligors will deliver to you the Notes
        to
        be purchased by you in the form of a single Note (or 


      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      


      such
        greater number of Notes in denominations of at least $250,000 as you may
        request) dated the date of the Closing and registered in your name (or in
        the
        name of your nominee), against delivery by you to the Obligors or their 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 Obligors to
        account number 149401303867 at US Bank, 233 South 13th Street, Lincoln, Nebraska
        68508, ABA No. 104000029, Swift Code: USBKUS441MT, Account Name: Cabela’s Inc.
        If at the Closing the Obligors shall fail to tender such Notes to you as
        provided above in this Section 3, or any of the conditions specified in
        Section 4 shall not have been fulfilled to your satisfaction, you shall, at
        your election, be relieved of all further obligations under this Agreement,
        without thereby waiving any rights you may have by reason of such failure
        or
        such nonfulfillment.

    

    


    
      	
              SECTION 4.

            	
              CONDITIONS
                TO CLOSING.

            


    

    


    Your
      obligation to purchase and pay for the Series 2006-A Notes to be sold to
      you at the Closing is subject to the fulfillment to your satisfaction, prior
      to
      or at the Closing, of the following conditions:

    


        Section 4.1.    Representations
      and Warranties.
      The
      representations and warranties of each of the Obligors in this Agreement shall
      be correct when made and at the time of the Closing.

    


        Section 4.2.    Performance;
      No Default.
      Each of
      the Obligors shall have performed and complied with all agreements and
      conditions contained in this Agreement required to be performed or complied
      with
      by it prior to or at the Closing, and after giving effect to the issue and
      sale
      of the Notes (and the application of the proceeds thereof as contemplated by
      Section 5.14), no Default or Event of Default shall have occurred and be
      continuing. No Obligor nor any Subsidiary shall have entered into any
      transaction since the date of the Memorandum that would have been prohibited
      by
      Section 10 hereof had such Section applied since such date.

    


        Section 4.3.    Compliance
      Certificates.

    


            (a)    Officer’s
      Certificate.
      Each of
      the Obligors shall have delivered to you an Officer’s Certificate, dated the
      date of the Closing, certifying that the conditions specified in
      Sections 4.1, 4.2 and 4.9 have been fulfilled.

    


            (b)    Secretary’s
      Certificate.
      Each of
      the Obligors shall have delivered to you a certificate certifying as to the
      resolutions attached thereto and other corporate or limited liability company
      or
      limited partnership proceedings relating to the authorization, execution and
      delivery of the Notes and the Agreements.

    


        Section 4.4.    Opinions
      of
      Counsel.
      You
      shall have received opinions in form and substance satisfactory to you, dated
      the date of the Closing (a) from Koley Jessen, P.C., counsel for the
      Obligors, covering the matters set forth in Exhibit 4.4(a) and covering
      such other matters incident to the transactions contemplated hereby as you
      or
      your counsel may reasonably request (and the Obligors hereby instruct their
      counsel to deliver such opinion to you) and (b) from 


    
      
        
        

      

      
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    Chapman
      and Cutler LLP, your special counsel 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 you may reasonably
      request.

    


        Section 4.5.    Purchase
      Permitted by Applicable Law, etc.
      On the
      date of the Closing your purchase of Notes shall (i) be permitted by the
      laws and regulations of each jurisdiction to which you are 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, (ii) 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 (iii) not subject you to any tax, penalty or liability under or
      pursuant to any applicable law or regulation, which law or regulation was not
      in
      effect on the date hereof. If requested by you, you shall have received an
      Officer’s Certificate certifying as to such matters of fact as you may
      reasonably specify to enable you to determine whether such purchase is so
      permitted.

    


        Section 4.6.    Sale
      of Other
      Notes.
      Contemporaneously with the Closing, the Obligors shall sell to the Other
      Purchasers, and the Other Purchasers shall purchase, the Notes to be purchased
      by them at the Closing as specified in Schedule A.

    


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

    


        Section 4.8.    Private
      Placement Number.
      A
      Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau
      (in cooperation with the Securities Valuation Office of the National Association
      of Insurance Commissioners) shall have been obtained for the Notes.

    


        Section 4.9.    Changes
      in
      Corporate or Limited Liability Company or Limited Partnership
      Structure.
      No
      Obligor shall have changed its jurisdiction of incorporation or organization
      or
      been a party to any merger or consolidation and no Obligor 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.    Funding
      Instructions.
      At least
      three Business Days prior to the date of the Closing, you shall have received
      written instructions executed by a Responsible Officer of the Company directing
      the manner of the payment of funds and setting forth (i) the name and
      address of the transferee bank, (ii) such transferee bank’s ABA number,
      (iii) the account name and number into which the purchase price for the
      Notes is to be deposited, and (iv) the name and telephone number of the
      account representative responsible for verifying receipt of such
      funds.

    


        Section 4.11.    Proceedings
      and Documents.
      All
      corporate or limited liability company or limited partnership and other
      proceedings in connection with the transactions contemplated by this Agreement
      and all documents and instruments incident to such transactions shall be



    
      
        
        

      

      
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    satisfactory
      to you and your special counsel, and you and your special counsel shall have
      received all such counterpart originals or certified or other copies of such
      documents as you or they may reasonably request.

    


        Section 4.12.    Certain
      Related Transactions.
      The
      Amended and Restated Intercreditor Agreement shall be in full force and effect
      and shall be satisfactory in form and substance to you.

    


        Section 4.13.    Conditions
      to
      Issuance of Additional Notes. The
      obligations of the Additional Purchasers to purchase any Additional Notes shall
      be subject to the following conditions precedent, in addition to the conditions
      specified in the Supplement pursuant to which such Additional Notes may be
      issued:

    


        (a)    Compliance
      Certificate.
      A duly
      authorized Senior Financial Officer of each of the Obligors shall execute and
      deliver to each Additional Purchaser and each holder of Notes an Officer’s
      Certificate dated the date of issue of such series of Additional Notes stating
      that such officer has reviewed the provisions of this Agreement (including
      any
      Supplements hereto) and setting forth the information and computations (in
      sufficient detail) required in order to establish whether such Obligor is in
      compliance with the requirements of Section 10 on such date.

    


        (b)    Execution
      and
      Delivery of Supplement.
      Each
      Obligor and each such Additional Purchaser shall execute and deliver a
      Supplement substantially in the form of Exhibit S hereto.

    


        (c)    Representations
      of
      Additional Purchasers.
      Each
      Additional Purchaser shall have confirmed in the Supplement that the
      representations set forth in Section 6 are true with respect to such
      Additional Purchaser on and as of the date of issue of the Additional
      Notes.

    


    
      	
              SECTION 5.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE OBLIGORS.

            


    

    


    Each
      Obligor, jointly and severally, represents and warrants to you
      that:

    


        Section 5.1.    Organization;
      Power and Authority.
      Each
      Obligor is a corporation or limited liability company or limited partnership
      duly organized, validly existing and in good standing under the laws of its
      jurisdiction of incorporation or organization, and is duly qualified as a
      foreign corporation or limited liability company or limited partnership and
      is
      in good standing in each jurisdiction in which such qualification is required
      by
      law, other than those jurisdictions as to which the failure to be so qualified
      or in good standing could not, individually or in the aggregate, reasonably
      be
      expected to have a Material Adverse Effect. Each Obligor has the corporate
      or
      limited liability company or limited partnership 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 Other Agreements and the Notes and to perform
      the
      provisions hereof and thereof.

    



    
      
        
        

      

      
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        Section 5.2.    Authorization,
      etc.
      This
      Agreement, the Other Agreements and the Notes have been duly authorized by
      all
      necessary corporate or limited liability company or limited partnership action
      on the part of each Obligor, and this Agreement constitutes, and upon execution
      and delivery thereof each Note will constitute, a legal, valid and binding
      obligation of each Obligor enforceable against such Obligor in accordance with
      its terms, except as such enforceability may be limited by (i) applicable
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting the enforcement of creditors’ rights generally and (ii) general
      principles of equity (regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law).

    


        Section 5.3.    Disclosure.
      The
      Company, through its agents, SPP Capital Partners, LLC, and US Bank, N.A.,
      has
      delivered to you and each Other Purchaser a copy of a Confidential Direct
      Placement Memorandum, dated December 2005 (the “Memorandum”),
      relating to the transactions contemplated hereby. The Memorandum fairly
      describes, in all material respects, the general nature of the business and
      principal properties of the Company and its Subsidiaries. This Agreement, the
      Memorandum and the financial statements listed in Schedule 5.5, taken as a
      whole, do not contain any untrue statement of a material fact or omit to state
      any material fact necessary to make the statements therein not misleading in
      light of the circumstances under which they were made. Since January 1,
      2005, there has been no change in the financial condition, operations, business,
      properties or prospects of the Obligors and their respective Subsidiaries except
      changes that individually or in the aggregate could not reasonably be expected
      to have a Material Adverse Effect. There is no fact known to any Obligor that
      could reasonably be expected to have a Material Adverse Effect that has not
      been
      set forth herein or in the Memorandum.

    


        Section 5.4.    Organization
      and Ownership of Shares of Subsidiaries; Affiliates.
      (a) Schedule 5.4 contains (except as noted therein) complete and
      correct lists (i) of each Obligor’s Subsidiaries, showing, as to each
      Subsidiary, the correct name thereof, the jurisdiction of its organization,
      and
      the percentage of shares of each class of its capital stock or similar equity
      interests outstanding owned by each Obligor and each other Subsidiary,
      (ii) of each Obligor’s Affiliates, other than Subsidiaries, and
      (iii) of each Obligor’s directors and senior 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 Obligors and their
      Subsidiaries have been validly issued, are fully paid and nonassessable and,
      in
      all cases, are owned by the Obligors 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 could 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.

    



    
      
        
        

      

      
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        (d)    No
      Subsidiary is a party to, or otherwise subject to, any legal restriction or
      any
      agreement (other than this Agreement, the agreements listed on Schedule 5.4
      and customary limitations imposed by corporate law or limited liability company
      or limited partnership statutes) restricting the ability of such Subsidiary
      to
      pay dividends out of profits or make any other similar distributions of profits
      to the Company or any of its Subsidiaries that owns outstanding shares of
      capital stock or similar equity interests of such Subsidiary.

    


        Section 5.5.    Financial
      Statements.
      The
      Company has delivered to each Purchaser copies of the financial statements
      of
      the Company and its Subsidiaries listed on Schedule 5.5. All of said
      financial statements (including in each case the related schedules and notes)
      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).

    


        Section 5.6.    Compliance
      with Laws, Other Instruments, etc.
      The
      execution, delivery and performance by each Obligor of this Agreement and the
      Notes will not (i) 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 any Obligor or any Subsidiary of any Obligor under, any indenture, mortgage,
      deed of trust, loan, purchase or credit agreement, lease, corporate charter
      or
      by-laws, articles of organization or operating agreement, or any other agreement
      or instrument to which any Obligor or any Subsidiary of any Obligor is bound
      or
      by which any Obligor or any Subsidiary of any Obligor or any of their respective
      properties may be bound or affected, (ii) 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 any Obligor or any Subsidiary of any Obligor or (iii) violate any
      provision of any statute or other rule or regulation of any Governmental
      Authority applicable to any Obligor or any Subsidiary of any
      Obligor.

    


        Section 5.7.    Governmental
      Authorizations, etc.
      No
      consent, approval or authorization of, or registration, filing or declaration
      with, any Governmental Authority is required in connection with the execution,
      delivery or performance by any Obligor of this Agreement or the
      Notes.

    


        Section 5.8.    Litigation;
      Observance of Agreements, Statutes and Orders.
      (a) There are no actions, suits or proceedings pending or, to the knowledge
      of any Obligor, threatened against or affecting any Obligor or any Subsidiary
      of
      any Obligor or any property of any Obligor or any Subsidiary of any Obligor
      in
      any court or before any arbitrator of any kind or before or by any Governmental
      Authority that, individually or in the aggregate, could reasonably be expected
      to have a Material Adverse Effect.

    


        (b)    No
      Obligor
      nor any Subsidiary of any Obligor 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) 


    
      
        
        

      

      
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    of
      any
      Governmental Authority, which default or violation, individually or in the
      aggregate, could reasonably be expected to have a Material Adverse
      Effect.

    


        Section 5.9.    Taxes.
      Each
      Obligor and each of 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 (i) the amount of which is
      not individually or in the aggregate Material or (ii) the amount,
      applicability or validity of which is currently being contested in good faith
      by
      appropriate proceedings and with respect to which such Obligor or such
      Subsidiary, as the case may be, has established adequate reserves in accordance
      with GAAP. No Obligor knows of no basis for any other tax or assessment that
      could reasonably be expected to have a Material Adverse Effect. The charges,
      accruals and reserves on the books of each Obligor and each of its Subsidiaries
      in respect of Federal, state or other taxes for all fiscal periods are adequate.
      The Federal income tax liabilities of each Obligor and each of its Subsidiaries
      have been determined by the Internal Revenue Service and paid for all tax years
      up to and including the tax year ended September 29, 2004.

    


        Section 5.10.    Title
      to
      Property; Leases.
      Each
      Obligor and each of its Subsidiaries have good and sufficient title to their
      respective properties, 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 any Obligor or any Subsidiary after said date (except
      as
      sold or otherwise disposed of in the ordinary course of business), in each
      case
      free and clear of Liens prohibited by this Agreement. 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) Each Obligor and each of its Subsidiaries own or possess all licenses,
      permits, franchises, authorizations, patents, copyrights, service marks,
      trademarks and trade names, or rights thereto, that individually or in the
      aggregate are Material, without known conflict with the rights of
      others;

    


        (b)    to
      the
      best knowledge of each Obligor, no product of any Obligor infringes in any
      Material respect any license, permit, franchise, authorization, patent,
      copyright, service mark, trademark, trade name or other right owned by any
      other
      Person; and

    


        (c)    to
      the
      best knowledge of each Obligor, there is no Material violation by any Person
      of
      any right of any Obligor or any of its Subsidiaries with respect to any patent,
      copyright, service mark, trademark, trade name or other right owned or used
      by
      any Obligor or any of its Subsidiaries.

    


        Section 5.12.    Compliance
      with ERISA.
      (a) Each Obligor and each of its ERISA Affiliates has operated and
      administered each Plan in compliance with all applicable laws except for such
      instances of noncompliance as have not resulted in and could not reasonably
      be
      expected to result in a Material Adverse Effect. No Obligor 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 


    
      
        
        

      

      
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    relating
      to employee benefit plans (as defined in section 3 of ERISA), and no event,
      transaction or condition has occurred or exists that could reasonably be
      expected to result in the incurrence of any such liability by any Obligor or
      any
      ERISA Affiliate, or in the imposition of any Lien on any of the rights,
      properties or assets of any Obligor or any ERISA Affiliate, in either case
      pursuant to Title I or IV of ERISA or to such penalty or excise tax
      provisions or to section 401(a)(29) or 412 of the Code, other than such
      liabilities or Liens as would not be individually or in the aggregate
      Material.

    


        (b)    The
      present
      value of the aggregate benefit liabilities under each of the Plans (other than
      Multiemployer Plans), determined as of the end of such Plan’s most recently
      ended plan year on the basis of the actuarial assumptions specified for funding
      purposes in such Plan’s most recent actuarial valuation report, did not exceed
      the aggregate current value of the assets of such Plan allocable to such benefit
      liabilities by more than $1,000,000 in the case of any single Plan and by more
      than $5,000,000 in the aggregate for all Plans. The term “benefit
      liabilities”
      has the
      meaning specified in section 4001 of ERISA and the terms “current
      value”
      and
“present
      value”
      have the
      meanings specified in section 3 of ERISA.

    


        (c)    No
      Obligor nor any of its ERISA Affiliates has incurred withdrawal liabilities
      (nor
      is 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 each
      Obligor’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 each Obligor and its Subsidiaries is not Material.

    


        (e)    The
      execution
      and delivery of this Agreement and the issuance and sale of the Notes hereunder
      will not involve any transaction that is subject to the prohibitions of
      section 406 of ERISA or in connection with which a tax could be imposed
      pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by
      each Obligor in the first sentence of this Section 5.12(e) is made in
      reliance upon and subject to the accuracy of your representation in
      Section 6.2 as to the sources of the funds used to pay the purchase price
      of the Notes to be purchased by you.

    


        Section 5.13.    Private
      Offering by the Obligors.
      No
      Obligor nor anyone acting on its behalf has offered the Notes or any similar
      securities for sale to, or solicited any offer to buy any of the same from,
      or
      otherwise approached or negotiated in respect thereof with, any Person other
      than you, the Other Purchasers and not more than 46 other Institutional
      Investors, each of which has been offered the Notes at a private sale for
      investment. No Obligor nor anyone acting on its behalf has taken, or will take,
      any action that would subject the issuance or sale of the Notes to the
      registration requirements of Section 5 of the Securities Act.

    


        Section 5.14.    Use
      of
      Proceeds; Margin Regulations.
      The
      Obligors will apply the proceeds of the sale of the Notes to re-finance existing
      Senior Debt and for general corporate or limited liability company or limited
      partnership purposes. No part of the proceeds from the sale 


    
      
        
        

      

      
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    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 207), or for
      the purpose of buying or carrying or trading in any securities under such
      circumstances as to involve the Obligors in a violation of Regulation X of
      said
      Board (12 CFR 224) or to involve any broker or dealer in a violation
      of Regulation T of said Board (12 CFR 220). Margin stock does not
      constitute more than 1.00% of the value of the consolidated assets of the
      Obligors and their Subsidiaries and the Obligors do not have any present
      intention that margin stock will constitute more than 1.00% 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) Schedule 5.15 sets forth a complete and correct list of all
      outstanding Debt of the Obligors and their Subsidiaries as of December 31,
      2005 (unless a more recent date is indicated on the schedule), since which
      date
      there has been no Material change in the amounts (except for the outstanding
      amounts owed to the Banks under the Credit Agreement, described in
      Schedule 5.15), interest rates, sinking funds, installment payments or
      maturities of the Debt of the Obligors or their Subsidiaries. No Obligor nor
      any
      of its Subsidiaries is in default and no waiver of default is currently in
      effect, in the payment of any principal or interest on any Debt of any Obligor
      or such Subsidiary and no event or condition exists with respect to any Debt
      of
      any Obligor or any 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, no Obligor nor any of its Subsidiaries 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.

    


        Section 5.16.    Foreign
      Assets Control Regulations, etc.
      Neither
      the sale of the Notes by the Obligors hereunder nor their 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.

    


        Section 5.17.    Status
      under Certain Statutes.
      No
      Obligor nor any of its Subsidiaries is an “investment company” registered or
      required to be registered under the Investment Company Act of 1940, as amended,
      or is subject to regulation under the Public Utility Holding Company Act of
      1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal
      Power Act, as amended. No Obligor nor any of its Subsidiaries is a person or
      entity described by (i) Section 1 of the Anti-Terrorism Order or
      (ii) the Department of Treasury Rule, and no Obligor nor any of its
      subsidiaries is in violation of Executive Order 13224.

    


        Section 5.18.    Environmental
      Matters.
      No
      Obligor nor any of its Subsidiaries has knowledge of any claim or has received
      any notice of any claim, and no proceeding has been instituted raising any
      claim
      against any Obligor or any of its Subsidiaries or any of their 


    
      
        
        

      

      
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    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 could not reasonably be
      expected to result in a Material Adverse Effect. Except as otherwise disclosed
      to you in writing:

    


        (a)    no
      Obligor
      nor any of its Subsidiaries 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 could not reasonably be
      expected to result in a Material Adverse Effect;

    


        (b)    no
      Obligor
      nor any of its Subsidiaries has stored any Hazardous Materials on real
      properties now or formerly owned, leased or operated by any of them or has
      disposed of any Hazardous Materials in a manner contrary to any Environmental
      Laws in each case in any manner that could reasonably be expected to result
      in a
      Material Adverse Effect; and

    


        (c)    all
      buildings
      on all real properties now owned, leased or operated by any Obligor or any
      of
      its Subsidiaries are in compliance with applicable Environmental Laws, except
      where failure to comply could not reasonably be expected to result in a Material
      Adverse Effect.

    


        Section 5.19.    Notes
      Rank
      Pari Passu.
      The
      obligations of each Obligor under this Agreement and the Notes rank at least
      pari
      passu
      in right
      of payment with all other senior unsecured Debt (actual or contingent) of such
      Obligor, including, without limitation, all senior unsecured Debt of such
      Obligor described in Schedule 5.15 hereto. Each Subsidiary which is a
      borrower or guarantor under the Credit Agreement as of the date of Closing
      is an
      Obligor hereunder.

    


    
      	
              SECTION 6.

            	
              REPRESENTATIONS
                OF THE PURCHASER.

            


    

    


        Section 6.1.    Purchase
      for
      Investment.
      You
      represent that you are purchasing the Notes for your own account or for one
      or
      more separate accounts maintained by you or for the account of one or more
      pension or trust funds and not with a view to the distribution thereof,
provided
      that the
      disposition of your or their property shall at all times be within your or
      their
      control. You understand 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 Obligors are not required to register the
      Notes.

    


        Section 6.2.    Source
      of
      Funds.
      You
      represent that at least one of the following statements is an accurate
      representation as to each source of funds (a “Source”)
      to be
      used by you to pay the purchase price of the Notes to be purchased by you
      hereunder:

    



    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    


        (a)    the
      Source is an “insurance company general account” within the meaning of
      Department of Labor Prohibited Transaction Exemption (“PTE”)
      95-60
      (issued July 12, 1995) and there is no employee benefit plan, treating as a
      single plan, all plans maintained by the same employer or employee organization,
      with respect to which the amount of the general account reserves and liabilities
      for all contracts held by or on behalf of such plan, exceed ten percent (10%)
      of
      the total reserves and liabilities of such general account (exclusive of
      separate account liabilities) plus surplus, as set forth in the NAIC Annual
      Statement filed with your state of domicile; or

    


        (b)    the
      Source is either (i) an insurance company pooled separate account, within
      the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank
      collective investment fund, within the meaning of the PTE 91-38 (issued July
      12,
      1991) and, except as you have disclosed to the Obligors in writing pursuant
      to
      this paragraph (b), no employee benefit plan or group of plans maintained by
      the
      same employer or employee organization beneficially owns more than 10% of all
      assets allocated to such pooled separate account or collective investment fund;
      or

    


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

    


        (d)    the
      Source is a governmental plan; or

    


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

    


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

    


    If
      you or
      any subsequent transferee of the Notes indicates that you or such transferee
      are
      relying on any representation contained in paragraph (b), (c) or (e) above,
      each Obligor shall deliver on the date of Closing and on the date of any
      applicable transfer a certificate, which shall either state that (i) it is
      neither a party in interest nor a “disqualified person” (as defined in
      section 4975(e)(2) of the Internal Revenue Code of 1986, as amended), with
      respect to any plan 


    
      
        
        

      

      
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          13
          -

        
          

        

      

      
        
        

      

    


    identified
      pursuant to paragraphs (b) or (e) above, or (ii) with respect to any plan,
      identified pursuant to paragraph (c) above, neither it nor any “affiliate” (as
      defined in Section V(c) of the QPAM Exemption) has at such time, and during
      the immediately preceding one year, exercised the authority to appoint or
      terminate said QPAM as manager of any plan identified in writing pursuant to
      paragraph (c) above or to negotiate the terms of said QPAM’s management
      agreement on behalf of any such identified plan. As used in this
      Section 6.2, the terms “employee
      benefit plan”,
      “governmental
      plan”,
      “party
      in interest”
      and
“separate
      account”
      shall
      have the respective meanings assigned to such terms in section 3 of
      ERISA.

    


    
      	
              SECTION 7.

            	
              INFORMATION
                AS TO OBLIGORS.

            


    

    


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

    


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

    


        (i)    consolidated
      and consolidating balance sheets of the Company and its Subsidiaries as at
      the
      end of such quarter, and

    


        (ii)    consolidated
      and consolidating statements of income, changes in shareholders’ equity and cash
      flows of the Company and its Subsidiaries for such quarter and for the portion
      of the fiscal year ending with such quarter,

    


    setting
      forth in each case in comparative form the figures for the corresponding periods
      in the previous fiscal year, all in reasonable detail, prepared in accordance
      with GAAP applicable to quarterly financial statements generally, and certified
      by a Senior Financial Officer of the Company 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 if,
      as of the end of the fiscal period being reported upon, (A) the aggregate
      assets of the Company and its Restricted Subsidiaries (excluding the investment
      in, or assets or operations of, any Unrestricted Subsidiaries) constitute not
      less than 90% of consolidated assets of the Company and all Subsidiaries as
      of
      the end of the fiscal period being reported upon and (B) the gross revenues
      of the Company and its Restricted Subsidiaries (excluding revenues of any
      Unrestricted Subsidiaries except to the extent actually remitted to the Company
      or any Restricted Subsidiary) constitute at least 90% of consolidated gross
      revenues of the Company and its Subsidiaries for the 12 month period ending
      on
      the last day of the fiscal period being reported upon, delivery within 60 days
      after the end of each quarterly fiscal period in each fiscal year of the Company
      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);

    


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


    
      
        
        

      

      
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          14
          -

        
          

        

      

      
        
        

      

    


        (i)    consolidated
      and consolidating balance sheets of the Company and its Subsidiaries, as at
      the
      end of such year, and

    


        (ii)    consolidated
      and consolidating 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

    


        (A)    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, and

    


        (B)    a
      certificate of such accountants stating that they have reviewed this Agreement
      and stating further whether, in making their audit, they have become aware
      of
      any condition or event that then constitutes a Default or an Event of Default,
      and, if they are aware that any such condition or event then exists, specifying
      the nature and period of the existence thereof (it being understood that such
      accountants shall not be liable, directly or indirectly, for any failure to
      obtain knowledge of any Default or Event of Default unless such accountants
      should have obtained knowledge thereof in making an audit in accordance with
      generally accepted auditing standards or did not make such an
      audit),

    


    provided
      that if,
      as of the end of the fiscal period being reported upon, (A) the aggregate
      assets of the Company and its Restricted Subsidiaries (excluding the investment
      in, or assets or operations of, any Unrestricted Subsidiaries) constitute not
      less than 90% of consolidated assets of the Company and all Subsidiaries as
      of
      the end of the fiscal period being reported upon and (B) the gross revenues
      of the Company and its Restricted Subsidiaries (excluding revenues of any
      Unrestricted Subsidiaries except to the extent actually remitted to the Company
      or any Restricted Subsidiary) constitute at least 90% of consolidated gross
      revenues of the Company and its Subsidiaries for the 12 month period ending
      on
      the last day of the fiscal period being reported upon, 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, together
      with
      the accountant’s certificate described in clause (B) above, shall be deemed to
      satisfy the requirements of this Section 7.1(b);


    
      
        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

      

    


        (c)    SEC
      and Other
      Reports—
      promptly upon their becoming available, one copy of (i) each financial
      statement, report, notice or proxy statement sent by any Obligor or any of
      its
      Subsidiaries 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 public
      securities holders generally, and (ii) each regular or periodic report,
      each registration statement (without exhibits except as expressly requested
      by
      such holder), and each prospectus and all amendments thereto filed by any
      Obligor or any of its Subsidiaries with the SEC and of all press releases and
      other statements made available generally by any Obligor or any of its
      Subsidiaries to the public concerning developments that are
      Material;

    


        (d)    Notice
      of
      Default or Event of Default—
      promptly, and in any event within five days after a Responsible Officer becoming
      aware of the existence of any Default or Event of Default or that any Person
      has
      given any notice or taken any action with respect to a claimed default hereunder
      or that any Person has given any notice or taken any action with respect to
      a
      claimed default of the type referred to in Section 11(f), a written notice
      specifying the nature and period of existence thereof and what action the
      Obligors are taking or proposes to take with respect thereto;

    


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

    


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

    


        (ii)    the
      taking by the PBGC of steps to institute, or the threatening by the PBGC of
      the
      institution of, proceedings under section 4042 of ERISA for the termination
      of, or the appointment of a trustee to administer, any Plan, or the receipt
      by
      any Obligor or any ERISA Affiliate of a notice from a Multiemployer Plan that
      such action has been taken by the PBGC with respect to such Multiemployer Plan;
      or

    


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

    



    
      
        
        

      

      
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          16
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        (f)    Notices
      from Governmental Authority —
      promptly, and in any event within 30 days of receipt thereof, copies of any
      notice to any Obligor or any of its Subsidiaries from any Federal or state
      Governmental Authority relating to any order, ruling, statute or other law
      or
      regulation that could reasonably be expected to have a Material Adverse Effect;
      and

    


        (g)    Requested
      Information—
with
      reasonable promptness, such other data and information relating to the business,
      operations, affairs, financial condition, assets or properties of any Obligor
      or
      any of its Subsidiaries or relating to the ability of any Obligor to perform
      its
      obligations hereunder and under the Notes as from time to time may be reasonably
      requested by any such holder of Notes.

    


        Section 7.2.    Officer’s
      Certificate.
      Each
      set of financial statements delivered to a holder of Notes pursuant to
      Section 7.1(a) (as of the last day of March, June and September in each
      year) or Section 7.1(b) hereof shall be accompanied by a certificate of a
      Senior Financial Officer of the Company setting forth:

    


        (a)    Covenant
      Compliance—
the
      information (including detailed calculations) required in order to establish
      whether the Obligors were in compliance with the requirements of
      Section 10.3 through Section 10.8 hereof, inclusive, during the
      quarterly or annual period covered by the statements then being furnished
      (including with respect to each such Section, where applicable, the calculations
      of the maximum or minimum amount, ratio or percentage, as the case may be,
      permissible under the terms of such Sections, and the calculation of the amount,
      ratio or percentage then in existence); and

    


        (b)    Event
      of
      Default—
a
      statement that such officer has reviewed the relevant terms hereof and has
      made,
      or caused to be made, under his or her supervision, a review of the transactions
      and conditions of the Obligors and their Restricted Subsidiaries from the
      beginning of the quarterly or annual period covered by the statements then
      being
      furnished to the date of the certificate and that such review shall not have
      disclosed the existence during such period of any condition or event that
      constitutes a Default or an Event of Default or, if any such condition or event
      existed or exists (including, without limitation, any such event or condition
      resulting from the failure of any Obligor or any Subsidiary to comply with
      any
      Environmental Law), specifying the nature and period of existence thereof and
      what action the Obligors shall have taken or propose to take with respect
      thereto.

    


        Section 7.3.    Inspection.
      Each
      Obligor 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 such Obligor, to visit the principal executive office
      of such Obligor, to discuss the affairs, finances and accounts of such Obligor
      and its Subsidiaries with such Obligor’s officers, and (with the consent of such
      Obligor, which consent will not be unreasonably withheld) its independent public
      accountants, and (with the consent of such Obligor, which consent will not
      be



    
      
        
        

      

      
        -
          17
          -

        
          

        

      

      
        
        

      

    


    unreasonably
      withheld) to visit the other offices and properties of such Obligor and each
      of
      its Subsidiaries, all at such reasonable times and as often as may be reasonably
      requested in writing; and

    


        (b)    Default—
if
      a
      Default or Event of Default then exists, at the expense of such Obligor, to
      visit and inspect any of the offices or properties of such Obligor or any of
      its
      Subsidiaries, 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 such Obligor authorizes
      said accountants to discuss the affairs, finances and accounts of the Obligors
      and their Subsidiaries), all at such times and as often as may be
      requested.

    


    
      	
              SECTION 8.

            	
              PREPAYMENT
                OF THE NOTES.

            


    

    


        Section 8.1.    Required
      Prepayments.
      As
      provided therein, the entire unpaid principal balance of the Series 2006-A
      Notes
      shall be due and payable on the stated maturity date thereof.

    


        Section 8.2.    Optional
      Prepayments with Make-Whole Amount.
      The
      Obligors may, at their option, upon notice as provided below, prepay at any
      time
      all, or from time to time any part of, the Series 2006-A Notes, in an
      amount not less than 5% of the aggregate principal amount of the
      Series 2006-A Notes then outstanding in the case of a partial prepayment,
      at 100% of the principal amount so prepaid, together with interest accrued
      thereon to the date of such prepayment, plus the Make-Whole Amount determined
      for the prepayment date with respect to such principal amount. The Company
      will
      give each holder of Series 2006-A Notes written notice of each optional
      prepayment under this Section 8.2 not less than 30 days and not more than
      60 days prior to the date fixed for such prepayment. Each such notice shall
      specify such date, the aggregate principal amount of the Series 2006-A
      Notes to be prepaid on such date, the principal amount of each
      Series 2006-A 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 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 Series 2006-A Notes a certificate of a
      Senior Financial Officer specifying the calculation of such 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 Series 2006-A Notes pursuant to
      Section 8.2, the principal amount of the Series 2006-A Notes to be
      prepaid shall be allocated among all of the Series 2006-A Notes at the time
      outstanding in proportion, as nearly as practicable, to the respective unpaid
      principal amounts thereof.

    


        Section 8.4.    Maturity;
      Surrender, etc.
      In the
      case of each prepayment of Series 2006-A Notes pursuant to this
      Section 8, the principal amount of each Series 2006-A Note to be
      prepaid 


    
      
        
        

      

      
        -
          18
          -

        
          

        

      

      
        
        

      

    


    shall
      mature and become due and payable on the date fixed for such prepayment,
      together with interest on such principal amount accrued to such date and the
      applicable Make-Whole Amount, if any. From and after such date, unless the
      Obligors 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 Series 2006-A Note paid
      or prepaid in full shall be surrendered to the Obligors and cancelled and shall
      not be reissued, and no Series 2006-A Note shall be issued in lieu of any
      prepaid principal amount of any Series 2006-A Note.

    


        Section 8.5.    Purchase
      of Notes.
      The
      Obligors will not and will not permit any Affiliate to purchase, redeem, prepay
      or otherwise acquire, directly or indirectly, any of the outstanding Notes
      except upon the payment or prepayment of the Notes in accordance with the terms
      of this Agreement and the Notes. The Obligors will promptly cancel all Notes
      acquired by them or any Affiliate pursuant to any payment, prepayment or
      purchase of Notes pursuant to any provision of this Agreement and no Notes
      may
      be issued in substitution or exchange for any such Notes.

    


        Section 8.6.    Make-Whole
      Amount.
      The
      term “Make-Whole
      Amount”
      means,
      with respect to any Series 2006-A Note, an amount equal to the excess, if
      any, of the Discounted Value of the Remaining Scheduled Payments with respect
      to
      the Called Principal of such Series 2006-A Note over the amount of such
      Called Principal, provided
      that the
      Make-Whole Amount may in no event be less than zero. For the purposes of
      determining the Make-Whole Amount, the following terms have the following
      meanings:

    


    “Called
      Principal”
      means,
      with respect to any Series 2006-A Note, the principal of such
      Series 2006-A Note that is to be prepaid pursuant to Section 8.2 or
      has become or is declared to be immediately due and payable pursuant to
      Section 12.1, as the context requires.

    


    “Discounted
      Value”
      means,
      with respect to the Called Principal of any Series 2006-A 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 Series 2006-A Notes is payable) based upon
      the Reinvestment Yield with respect to such Called Principal.

    


    “Reinvestment
      Yield”
      means,
      with respect to the Called Principal of any Series 2006-A Note, .50% over
      the yield to maturity implied by (i) the yields reported, as of 10:00 A.M.
      (New York City time) on the second Business Day preceding the Settlement Date
      with respect to such Called Principal, on the display designated as “Page PX1”
on the Bloomberg Financial Services Screen (or such other display as may replace
      Page PX1 on the Bloomberg Financial Services Screen) for actively traded U.S.
      Treasury securities having a maturity equal to the Remaining Average Life of
      such Called Principal as of such Settlement Date, or (ii) if such yields
      are not reported as of such time or the yields reported as of such time are
      not
      ascertainable, the Treasury Constant Maturity Series Yields reported, for the
      latest day for which such yields have been so 


    
      
        
        

      

      
        -
          19
          -

        
          

        

      

      
        
        

      

    


    reported
      as of the second Business Day preceding the Settlement Date with respect to
      such
      Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any
      comparable successor publication) for actively traded U.S. Treasury securities
      having a constant maturity equal to the Remaining Average Life of such Called
      Principal as of such Settlement Date. Such implied yield will be determined,
      if
      necessary, by (a) converting U.S. Treasury bill quotations to
      bond-equivalent yields in accordance with accepted financial practice and
      (b) interpolating linearly between (1) the actively traded U.S.
      Treasury security with the maturity closest to and greater than the Remaining
      Average Life and (2) the actively traded U.S. Treasury security with the
      maturity closest to and less than the Remaining Average Life.

    


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

    


    “Remaining
      Scheduled Payments”
      means,
      with respect to the Called Principal of any Series 2006-A 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 the Series 2006-A 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”
      means,
      with respect to the Called Principal of any Series 2006-A 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.

            


    

    


    Each
      Obligor, jointly and severally, covenants that so long as any of the Notes
      are
      outstanding:

    


        Section 9.1.    Compliance
      with Law.
      Each
      Obligor will, and will cause each of its Subsidiaries to, comply with all laws,
      ordinances or governmental rules or regulations to which each of them is
      subject, including, without limitation, Environmental Laws, and will obtain
      and
      maintain in effect all licenses, certificates, permits, franchises and other
      governmental authorizations necessary to the ownership of their respective
      properties or to the conduct of their respective businesses, in each case to
      the
      extent necessary to ensure that non-compliance with such laws, ordinances or
      governmental rules or regulations or failures to obtain or maintain in



    
      
        
        

      

      
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    effect
      such licenses, certificates, permits, franchises and other governmental
      authorizations could not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect. In addition to, and not in
      limitation of, the foregoing, the Obligors will not, and will not permit any
      of
      their Subsidiaries to, be a Person described in Section 1 of the
      Anti-Terrorism Order or described in the Department of the Treasury Rule, and
      will not engage in any dealings or transactions, or otherwise be associated,
      with any such Persons.

    


        Section 9.2.    Insurance.
      Each
      Obligor will, and each Obligor 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 self-insurance, if adequate reserves are
      maintained with respect thereto) as is customary in the case of entities of
      established reputations engaged in the same or a similar business and similarly
      situated.

    


        Section 9.3.    Maintenance
      of Properties.
      Each
      Obligor will, and each Obligor 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 any Obligor 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 such Obligor
      has
      concluded that such discontinuance could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect.

    


        Section 9.4.    Payment
      of
      Taxes and Claims.
      Each
      Obligor will, and each Obligor 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 on them or any of their
      properties, assets, income or franchises, to the extent such taxes and
      assessments 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 such Obligor or any Subsidiary,
provided
      that no
      Obligor nor any of its Subsidiaries need pay any such tax or assessment or
      claims if (i) the amount, applicability or validity thereof is contested by
      such Obligor or such Subsidiary on a timely basis in good faith and in
      appropriate proceedings, and such Obligor or such Subsidiary has established
      adequate reserves therefor in accordance with GAAP on the books of the Obligor
      or such Subsidiary or (ii) the nonpayment of all such taxes and assessments
      in the aggregate could not reasonably be expected to have a Material Adverse
      Effect.

    


        Section 9.5.    Corporate
      or
      Limited Liability Company or Limited Partnership Existence, etc.
      Each
      Obligor will at all times preserve and keep in full force and effect its
      corporate or limited liability company or limited partnership existence. Subject
      to Sections 10.2 and 10.8, each Obligor will at all times preserve and keep
      in full force and effect the corporate or limited liability company or limited
      partnership existence of each of its Restricted Subsidiaries and all rights
      and
      franchises of such Obligor and its Restricted Subsidiaries unless, in the good
      faith judgment of such Obligor, the termination of or failure to preserve and
      keep in full force and 


    
      
        
        

      

      
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    effect
      such corporate or limited liability company or limited partnership existence,
      right or franchise could not, individually or in the aggregate, have a Material
      Adverse Effect.

    


        Section 9.6.    Nature
      of
      Business.
      The
      Obligors and each of their Restricted Subsidiaries will not engage in any
      business if, as a result, the general nature of the business, taken on a
      combined basis, which would then be engaged in by the Obligors and their
      Restricted Subsidiaries would be substantially changed from the general nature
      of the business engaged in by such Obligors and their Restricted Subsidiaries
      on
      the date of this Agreement.

    


        Section 9.7.    Notes
      to Rank Pari Passu. The
      Notes
      and all other obligations under this Agreement of each Obligor are and at all
      times shall remain direct and unsecured obligations of such Obligor ranking
      pari
      passu
      as
      against the assets of such Obligor with all other Notes from time to time issued
      and outstanding hereunder without any preference among themselves and
pari
      passu
      with all
      other present and future unsecured Debt (actual or contingent) of such Obligor
      which is not expressed to be subordinate or junior in rank to any other
      unsecured Debt of such Obligor.

    


        Section 9.8.    Designation,
      Joinder and Release of Subsidiaries.
      (a) Notwithstanding anything contained herein to the contrary, each
      Subsidiary which is an Obligor under this Agreement shall be and remain a
“Restricted
      Subsidiary”
      for as
      long as such Subsidiary is an Obligor under this Agreement. 

    


        (b)    WFB,
      as
      of the date of the Closing, shall be designated as a “Restricted
      Subsidiary”. The
      Company shall have the right, after the date of Closing, on not more than three
      occasions (in the aggregate for such re-designations) to re-designate the status
      of WFB as a “Restricted
      Subsidiary”
      or an
“Unrestricted
      Subsidiary”
      by
      giving notice in reasonable detail of any such re-designation to the holders,
      subject,
      however,
      to the
      requirement that at the time of any re-designation to the holders and after
      giving effect thereto, no Default or Event of Default shall exist hereunder
      (such requirement being referred to as the “No
      Default Requirement”).
      Any
      such notice of re-designation to the holders shall be given within five (5)
      Business Days of the election of the Company to so re-designate any such
      Subsidiary and shall contain a certification by a Responsible Officer of the
      Company certifying as to the No Default Requirement.

    


        (c)    With
      respect
      to each Person which becomes a Subsidiary after the date of the Closing and
      is
      not required to be an Obligor hereunder, the Company shall, by written notice
      to
      each of the holders (delivered not less than 10 days prior to such Person
      becoming a Subsidiary), initially designate each such Subsidiary as a
“Restricted
      Subsidiary”
      or an
“Unrestricted
      Subsidiary”
      hereunder. In the absence of the Company giving any such notice of initial
      designation pursuant to this Section 9.8(c), each such Person initially
      becoming a Subsidiary subsequent to the date of the Closing shall be deemed
      to
      be designated as a Restricted Subsidiary. Thereafter, the Company shall have
      the
      right, with respect to each Subsidiary referred to in this Section 9.8(c),
      on not more than three occasions (in the aggregate for such re-designations)
      for
      each such Subsidiary, to re-designate the status of each such Subsidiary as
      a
“Restricted
      Subsidiary”
      or an
“Unrestricted
      Subsidiary”
      by
      giving notice in reasonable detail of any such re-designation to the holders,
      subject,
      however,
      to the
      No Default Requirement. Any 


    
      
        
        

      

      
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    such
      notice of re-designation shall be given within five (5) Business Days of
      the election of the Company to so re-designate any such Subsidiary and shall
      contain a certification by a Responsible Officer certifying as to the No Default
      Requirement.

    


        (d)    The
      Company
      will give not less than 10 days prior written notice of its acquisition or
      formation of any Subsidiary which notice will confirm that, subject to the
      provisions of Section 9.8(e), such Subsidiary shall constitute an Obligor
      and a Restricted Subsidiary hereunder subject to all of the obligations of
      the
      Obligors hereunder as if such Subsidiary were an original Obligor hereunder
      as
      of the date of Closing. Such notice shall be accompanied by an executed copy
      of
      the joinder agreement substantially in the form of Exhibit 9.8(d) hereto
      and such other reasonable and customary closing showings and legal opinions
      as
      may be reasonably requested by the Required Holders to the Company.
      Substantially concurrently with (and within 10 days after) such Subsidiary
      becoming a new Obligor hereunder, the Obligors hereunder (including the new
      Obligor) will execute and deliver new Notes hereunder in replacement of the
      outstanding Notes.

    


        (e)    If
      any
      Subsidiary is released as a “Borrower” (as defined in the Credit Agreement),
      under the Credit Agreement (and is not then designated as a borrower or obligor
      under any other credit facility of the Company or any Restricted Subsidiary),
      such Subsidiary shall be deemed released as an Obligor under this Agreement
      concurrently with the Company providing you with an Officer’s Certificate. Such
      Officer’s Certificate shall be accompanied by evidence of such release under the
      Credit Agreement and shall certify that (i) at the time of such release and
      immediately after giving effect thereto, no Default or Event of Default existed
      or shall exist hereunder (ii) such Subsidiary then being released is not
      then a borrower or obligor under any other credit facility, and (iii) other
      than the payment of reasonable legal fees, no consideration was granted to
      any
      agent or lender under the Credit Agreement, directly or indirectly in connection
      with such release including, but not limited to, any payment of any fees, any
      increase in pricing, any additional Guaranty, any participation in other
      transactions or any other credit enhancement or other benefit. In the event
      of
      such release, the Restricted Subsidiary being released shall continue to be
      a
      Restricted Subsidiary hereunder subject to the rights of the Company to
      re-designate the status of such Subsidiary in accordance with
      Section 9.8(c). For the avoidance of doubt, in any event, any Subsidiary
      whether now owned or hereafter formed or acquired which is a borrower or
      guarantor under the Credit Agreement, will be required to be an Obligor
      hereunder.

    


        Section 9.9.    Release
      of Amended and Restated Intercreditor Agreement.
      The
      holders agree to terminate the Amended and Restated Intercreditor Agreement
      simultaneously with the termination of such agreement by all other parties
      to
      such agreement provided that (i) no Default or Event of Default exists
      immediately before and immediately after giving effect to such termination
      and
      (ii) other than the payment of reasonable attorneys fees, no consideration
      was or shall be granted to any agent or lender, directly or indirectly in
      connection with the release of the Intercreditor Agreement including but not
      limited to the payment of fees, any increase in pricing, any additional
      Guaranty, any participation in other transactions or any other credit
      enhancement (whether consisting of waiver, collateral, reduction of principal
      (or commitment therefore), additional covenants or other
      benefit).


    
      
        
        

      

      
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              SECTION 10.

            	
              NEGATIVE
                COVENANTS.

            


    

    


    Each
      Obligor, jointly and severally, covenants that so long as any of the Notes
      are
      outstanding:

    


        Section 10.1.    Transactions
      with Affiliates.
      (a) No Obligor will, or will permit any Restricted Subsidiary to enter into
      directly or indirectly any 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 any Obligor or another Restricted Subsidiary), except as entered
      into in the ordinary course and pursuant to the reasonable requirements of
      such
      Obligor’s or such Restricted Subsidiary’s business and upon fair and reasonable
      terms no less favorable to such Obligor or such Restricted Subsidiary than
      would
      be obtainable in a comparable arm’s-length transaction with a Person not an
      Affiliate.

    


        (b)    No
      Obligor
      shall make an Investment in WFB if at the time thereof, or after giving effect
      thereto, a Default or Event of Default will exist under this
      Agreement.

    


        Section 10.2.    Merger,
      Consolidation, etc.
      No
      Obligor will, or will permit any Restricted Subsidiary to, consolidate with
      or
      merge with any other corporation or convey, transfer or lease substantially
      all
      of its assets in a single transaction or series of transactions to any Person
      unless:

    


        (a)    in
      any
      such transaction involving the Company, the successor formed by such
      consolidation or the survivor of such merger or the Person that acquires by
      conveyance, transfer or lease substantially all of the assets of the Company
      as
      an entirety, as the case may be, shall be a solvent corporation organized and
      existing under the laws of the United States or any State thereof (including
      the
      District of Columbia), and, if the Company is not such corporation,
      (i) such corporation shall have executed and delivered to each holder of
      any Notes its assumption of the due and punctual performance and observance
      of
      each covenant and condition of this Agreement, the Other Agreements and the
      Notes and (ii) shall have caused to be delivered to each holder of any
      Notes an opinion of nationally recognized independent counsel, or other
      independent counsel reasonably satisfactory to the Required Holders, to the
      effect that all agreements or instruments effecting such assumption are
      enforceable in accordance with their terms and comply with the terms
      hereof;

    


        (b)    in
      any
      such transaction involving a Restricted Subsidiary and not the Company, the
      successor formed by such consolidation or the survivor of such merger or the
      Person that acquires by conveyance, transfer or lease substantially all of
      the
      assets of such Restricted Subsidiary as an entirety, shall be a Restricted
      Subsidiary of the Company; and

    


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

    


    No
      such
      conveyance, transfer or lease of substantially all of the assets of an Obligor
      shall have the effect of releasing an Obligor or any successor corporation
      that
      shall theretofore have become 


    
      
        
        

      

      
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    such
      in
      the manner prescribed in this Section 10.2 from its liability under this
      Agreement or the Notes.

    


    The
      provisions of this Section 10.2 shall not prohibit (i) any Restricted
      Subsidiary from consolidating or merging with or conveying, transferring or
      leasing substantially all of its assets to, another Restricted Subsidiary or
      to
      an Obligor provided
      that in
      any consolidation or merger involving the Company, the Company shall be the
      surviving or continuing corporation, in any consolidation or merger involving
      an
      Obligor and not the Company, an Obligor shall be the surviving or continuing
      corporation, and in any conveyance, transfer or lease of substantially all
      of
      its assets, the transferee or lessee shall be an Obligor, or (ii) any
      conveyance, transfer or lease of a Restricted Subsidiary or the assets or
      Subsidiary Stock in respect thereof if such transaction is permitted by
      Section 10.8 and does not constitute all or substantially all of the assets
      of such Obligor and, concurrently therewith, such Subsidiary has been released
      as an Obligor hereunder pursuant to and in accordance with the provisions of
      Section 9.8(e).

    


        Section 10.3.    Liens.
       No
      Obligor will nor will any Obligor 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 such Obligor or any such Restricted Subsidiary, whether
      now owned or held or hereafter acquired, or upon any income or profits
      therefrom, or assigns 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 or levies which are not yet
      due
      and payable or the payment of which is not at the time required by
      Section 9.4;

    


        (b)    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 or shall not be currently contested in good faith
      by
      appropriate proceedings;

    


        (c)    Liens
      existing on the date of this Agree-ment and securing the Debt of any Obligor
      or
      any Restricted Subsidiary referred to in Schedule 5.15;

    


        (d)    leases
      or
      subleases granted to others, easements, rights-of-way, zoning or other
      restrictions and other similar charges or encumbrances, in each case in-cidental
      to, and not interfering with, the ordinary conduct of the business of any
      Obligor or any of its Restricted Subsidiaries, provided
      that
      such Liens do not, in the aggregate, detract in a Material way from the value
      of
      such property and are not incurred in connection with the borrowing of
      money;


    
      
        
        

      

      
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        (e)    Liens
      (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary
      course of business (1) in connection with workers’ compensation, unemployment
      insurance, other types of social security or retirement benefits and insurance
      regulatory requirements or (2) to secure (or to obtain letters of credit that
      secure) the performance of tenders, statutory obligations, surety bonds, appeal
      bonds, bids, leases (other than Capital Leases), performance bonds, purchase,
      construction or sales contracts and other similar obligations, provided
      that
      such Liens, in the aggregate, do not detract in a Material way from the value
      of
      the assets of any Obligor or its Restricted Subsidiaries or impact in a Material
      way the use thereof in the operation of their business and are not incurred
      in
      connection with the borrowing of money;

    


        (f)    any
      Lien
      created to secure all or any part of the purchase price, or to secure Debt
      incurred or assumed to pay all or any part of the purchase price or cost of
      construction, of property (or any improvement thereon) acquired or constructed
      by any Obligor or a Restricted Subsidiary after the date of the Closing,
      including any Lien existing on property of a Person immediately prior to its
      being consolidated with or merged into any Obligor or a Restricted Subsidiary
      or
      its becoming a Restricted Subsidiary, or any Lien existing on any property
      acquired by any Obligor 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


    


        (i)    any
      such
      Lien shall extend solely to the item or items of such property (and/or
      improvement thereon) so acquired or con-struct-ed and, if required by the terms
      of the instru-ment originally creating such Lien, other property (and/or
      improvement thereon) which is an improvement to or is acquired for speci-fic
      use
      in connection with such acquired or constructed property (and/or improvement
      thereon) or which is real property being improved by such ac-quired or
      constructed property (or improvement thereon), 

    


        (ii)    the
      principal amount of the Debt secured by any such Lien shall at no time exceed
      an
      amount equal to 100% of the fair market value (as determined in good faith
      by
      the board of directors of any Obligor or Restricted Subsidiary incurring such
      Lien) of such property (and/or improvement thereon) at the time of such
      acquisition or construction, and 

    


        (iii)    any
      such Lien
      shall be created contemporaneously with, or within the period beginning 180
      days
      before and ending 180 days after, the acquisition or construction of such
      property;

    


        (g)    any
      Lien
      renewing, extending or refunding any Lien permitted by paragraphs (c) and
      (f) of this Section 10.3, provided
      that
      (i) the principal amount of Debt secured by such Lien im-mediately prior to
      such extension, renewal or refunding is not increased or the maturity thereof
      reduced, (ii) such Lien is not extended to any other property, and
      (iii) immediately after such extension, renewal or refunding no Default or
      Event of Default would exist; 


    
      
        
        

      

      
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        (h)    Liens
      on
      property or assets of any Obligor or any Restricted Subsidiary securing Debt
      owing to any Obligor or to a Restricted Subsidiary; and

    


        (i)    other
      Liens
      not otherwise permitted by paragraphs (a) through (h) of this Section
      10.3 securing
      Debt of any Obligor or any Restricted Subsidiary provided
      the Debt
      secured thereby is permitted by Sections 10.4 and 10.7 hereto
      and no such Liens secure obligations of the Company or any Restricted Subsidiary
      pursuant to the Credit Agreement (or any other principal banking
      facility).

    


        Section 10.4.    Priority
      Debt.
      The
      Obligors will not, at any time, permit Priority Debt to exceed 20% of
      Consolidated Adjusted Net Worth.

    


        Section 10.5.    Consolidated
      Adjusted Net Worth.
      The
      Obligors will at all times keep and maintain Consolidated Adjusted Net Worth
      at
      an amount not less than the sum of (i) $350,000,000 plus
      (ii) 25% of positive Consolidated Net Earnings on a cumulative basis for
      each fiscal year beginning with the fiscal year ending December 31,
      2005.

    


        Section 10.6.    Fixed
      Charges
      Coverage Ratio. The
      Obligors will keep and maintain as of the end of each fiscal quarter, the ratio
      of Consolidated Cash Flow to Consolidated Fixed Charges for each period of
      four
      consecutive fiscal quarters (ending on the date of determination and taken
      as a
      single accounting period) at not less than 2.00 to 1.00.

    


        Section 10.7    Consolidated
      Funded Debt to Capitalization.
      The
      Company will not at any time permit Consolidated Funded Debt to exceed 60%
      of
      Consolidated Total Capitalization. 

    


        Section 10.8.    Sale
      of Assets, Etc. Except
      as
      permitted under Section 10.2, no Obligor will, or will permit any of its
      Restricted Subsidiaries to, make any Asset Disposition unless:

    


        (a)    in
      the
      good faith opinion of the Obligor or Restricted Subsidiary making the Asset
      Disposition, the Asset Disposition is in exchange for consideration having
      a
      fair market value at least equal to that of the property exchanged;


    


        (b)    immediately
      after giving effect to the Asset Disposition, no Default or Event of Default
      would exist including under Sections 10.4 and 10.7; and

    


        (c)    the
      sum
      of (i) the Disposition Value of the property subject to such Asset
      Disposition, plus (ii) the aggregate Disposition Value for all other
      property that was the subject of an Asset Disposition during the period of
      365
      days immediately preceding such Asset Disposition would not exceed 25% of
      Consolidated Total Assets determined as of the end of the most recently ended
      calendar month preceding such Asset Disposition.

    


    To
      the
      extent that the Net Proceeds Amount consisting of cash for any Transfer to
      a
      Person other than any Obligor or a Restricted Subsidiary is applied to a Debt
      Prepayment Application or applied or committed to be applied to a Property
      Reinvestment Application within one year after such Transfer (and, if committed,
      is actually applied within 365 days after the date of the 


    
      
        
        

      

      
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    commitment),
      then such Transfer (or, if less than all such Net Proceeds Amount is applied
      as
      contemplated hereinabove, the pro rata percentage thereof which corresponds
      to the Net Proceeds Amount so applied), only for the purpose of determining
      compliance with subsection (c) of this Section 10.8 as of any date,
      shall be deemed not to be an Asset Disposition. 

    


        Section 10.9.     Terrorism
      Sanctions Regulations.
      The
      Obligors 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) engage in any dealings or transactions with any
      such Person.

    


    
      	
              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
      Obligors default 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
      Obligors default in the payment of any interest on any Note for more than five
      Business Days after the same becomes due and payable; or

    


        (c)    the
      Obligors
      default in the performance of or compliance with any term contained in
      Section 10; or

    


        (d)    the
      Obligors default 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 (i) any Responsible Officer obtaining actual knowledge of such
      default and (ii) any Obligor receiving written notice of such default from
      any holder of a Note (any such written notice to be identified as a “notice of
      default” and to refer specifically to this paragraph (d) of Section 11);
      or

    


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

    


        (f)    (i) one
      or more of any Obligor 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 make-whole amount or interest on any Debt that is outstanding in an aggregate
      principal amount of at least $10,000,000 beyond any period of grace provided
      with respect thereto, or (ii) the Obligor or any Restricted Subsidiary is
      in default in the performance of or compliance with any term of any evidence
      of
      any Debt in an aggregate outstanding principal amount of at least $10,000,000
      or
      of any mortgage, indenture or other agreement relating thereto or any other
      condition exists, and as a consequence of 


    
      
        
        

      

      
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    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 (iii) as a consequence of the occurrence or continuation of any event or
      condition (other than the passage of time or the right of the holder of Debt
      to
      convert such Debt into equity interests), the Obligor or any Restricted
      Subsidiary has become obligated to purchase or repay Debt 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

    


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

    


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

    


        (i)    a
      final
      judgment or judgments for the payment of money are rendered against one or
      more
      of any Obligor and its Restricted Subsidiaries and which judgment or judgments
      aggregate at least $10,000,000 and are not, within 45 days after entry thereof,
      bonded, discharged or stayed pending appeal; or

    


        (j)    if
      (i) any Plan shall fail to satisfy the minimum funding standards of ERISA
      or the Code for any plan year or part thereof or a waiver of such standards
      or
      extension of any amortization period is sought or granted under section 412
      of the Code, (ii) a notice of intent to terminate any Plan shall have been
      or is reasonably expected to be filed with the PBGC or the PBGC shall have
      instituted proceedings under ERISA section 4042 to terminate or appoint a
      trustee to administer any Plan or the PBGC shall have notified any Obligor
      or
      any ERISA Affiliate that a Plan may become a subject of any such proceedings,
      (iii) the aggregate “amount of unfunded benefit liabilities” (within the
      meaning of section 4001(a)(18) of ERISA) under all Plans, determined in
      accordance with Title IV of ERISA, shall exceed $10,000,000, (iv) any
      Obligor 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 


    
      
        
        

      

      
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    employee
      benefit plans, (v) any Obligor or any ERISA Affiliate withdraws from any
      Multiemployer Plan, or (vi) any Obligor or any of its Subsidiaries
      establishes or amends any employee welfare benefit plan that provides
      post-employment welfare benefits in a manner that would increase the liability
      of such Obligor or any of its Subsidiaries thereunder; and any such event or
      events described in clauses (i) through (vi) above, either individually or
      together with any other such event or events, could reasonably be expected
      to
      have a Material Adverse Effect.

    


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

    


    
      	
              SECTION 12.

            	
              REMEDIES
                ON DEFAULT, ETC.

            


    

    


        Section 12.1.    Acceleration.
      (a) If an Event of Default with respect to any Obligor described in
      paragraph (g) or (h) of Section 11 (other than an Event of Default
      described in clause (i) of paragraph (g) or described in clause (vi) of
      paragraph (g) by virtue of the fact that such clause encompasses clause (i)
      of
      paragraph (g)) has occurred, all the Notes then outstanding shall automatically
      become immediately due and payable.

    


        (b)    If
      any
      other Event of Default has occurred and is continuing, any holder or holders
      of
      more than 50% in principal amount of the Notes at the time outstanding may
      at
      any time at its or their option, by notice or notices to the Company, declare
      all the Notes then outstanding to be immediately due and payable.

    


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

    


    Upon
      any
      Note’s 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 (i) all accrued and unpaid
      interest thereon and (ii) the Make-Whole Amount 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. Each Obligor
      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
      Obligors (except as herein specifically provided for), and that the provision
      for payment of a Make-Whole Amount by the Obligors 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 


    
      
        
        

      

      
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    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 holders of not less than 51% in principal
      amount of the Notes then outstanding, by written notice to the Company, may
      rescind and annul any such declaration and its consequences if (a) the
      Obligors have 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) all Events of Default and Defaults, other than non-payment of
      amounts that have become due solely by reason of such declaration, have been
      cured or have been waived pursuant to Section 17, and (c) no judgment
      or decree has been entered for the payment of any monies due pursuant hereto
      or
      to the Notes. No rescission and annulment under this Section 12.3 will
      extend to or affect any subsequent Event of Default or Default or impair any
      right consequent thereon.

    


        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 Obligors under Section 15, the
      Obligors 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 Obligors 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 at the principal executive office of the Company for
      registration of transfer or exchange (and in the case of a surrender for
      registration of transfer, duly endorsed or accompanied by a written instrument
      of transfer duly executed by the registered holder of such Note or its attorney
      duly authorized in writing and accompanied by the address for notices of each
      transferee of such Note or part thereof), the Obligors shall execute and
      deliver, at the Obligors’ expense (except as 


    
      
        
        

      

      
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    provided
      below), one or more new Notes of the appropriate series (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 Exhibit 1. 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. Notwithstanding the foregoing, if such Note is surrendered for a new
      Note in connection with Section 9.8(d), such new Note shall be dated as of
      the
      date that the new Note is issued, but the form of Note shall be modified to
      provide that notwithstanding the date of the Note, interest will accrue from
      the
      date to which interest shall have been paid on the surrendered Note or from
      the
      date of the surrendered Note if no interest shall have been paid thereon. The
      Obligors 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 $250,000, 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 $250,000.
      Any
      transferee of a Note, or purchaser of a participation therein, shall, by its
      acceptance of such Note be deemed to make the same representations to the
      Obligors regarding the Note or participation as you and the Other Purchasers
      have made pursuant to Section 6.2, provided
      that
      such entity may (in reliance upon information provided by the Obligors, which
      shall not be unreasonably withheld) make a representation to the effect that
      the
      purchase by such entity of any Note will not constitute a non-exempt prohibited
      transaction under section 406(a) of ERISA.

    


        Section 13.3.    Replacement
      of Notes.
      Upon
      receipt by the Company of evidence reasonably satisfactory to it of the
      ownership of and the loss, theft, destruction or mutilation of any Note (which
      evidence shall be, in the case of an Institutional Investor, notice from such
      Institutional Investor of such ownership and such loss, theft, destruction
      or
      mutilation), and

    


        (a)    in
      the
      case of loss, theft or destruction, of indemnity reasonably satisfactory to
      it
      (provided
      that if
      the holder of such Note is, or is a nominee for, an original Purchaser or
      another holder of a Note with a minimum net worth of at least $10,000,000,
      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
      Obligors at their own expense shall execute and deliver, in lieu thereof, a
      new
      Note of the appropriate series, dated and bearing interest from the date to
      which interest shall have been paid on such lost, stolen, destroyed or mutilated
      Note or dated the date of such lost, stolen, destroyed or mutilated Note if
      no
      interest shall have been paid thereon.

    


    
      	
              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 Lincoln,
      Nebraska at the principal office of US Bank, 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 


    
      
        
        

      

      
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    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 you or your nominee shall be the holder of any Note, and notwithstanding
      anything contained in Section 14.1 or in such Note to the contrary, the
      Obligors 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 below your name in Schedule A, or by such other method or at such
      other address as you 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, you 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 you or your nominee you will, at your 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 Obligors in exchange for
      a
      new Note or Notes pursuant to Section 13.2. The Obligors will afford the
      benefits of this Section 14.2 to any Institutional Investor that is the
      direct or indirect transferee of any Note purchased by you under this Agreement
      and that has made the same agreement relating to such Note as you have made
      in
      this Section 14.2.

    


    
      	
              SECTION 15.

            	
              EXPENSES,
                ETC.

            


    

    


        Section 15.1.    Transaction
      Expenses.
      Whether
      or not the transactions contemplated hereby are consummated, the Obligors 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 supplements, additional series of Notes, amendments,
      waivers or consents under or in respect of this Agreement or the Notes (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 or the Notes or in responding to any subpoena or other legal process
      or informal investigative demand issued in connection with this Agreement or
      the
      Notes, or by reason of being a holder of any Note, and (b) the costs and
      expenses, including financial advisors’ fees, incurred in connection with the
      insolvency or bankruptcy of any Obligor or any Subsidiary or in connection
      with
      any work-out or restructuring of the transactions contemplated hereby and by
      the
      Notes. The Obligors 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 15.2.    Survival.
      The
      obligations of the Obligors 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.

    



    
      
        
        

      

      
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              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 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 any Obligor pursuant to this Agreement shall be deemed
      representations and warranties of such Obligor under this Agreement. Subject
      to
      the preceding sentence, this Agreement and the Notes embody the entire agreement
      and understanding between you and the Obligors and supersede all prior
      agreements and understandings relating to the subject matter
      hereof.

    


    
      	
              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 Obligors 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 Sections 8, 9.8, 11(a), 11(b), 12, 17 or
      20.

    


        Section 17.2.    Solicitation
      of Holders of Notes.

    


        (a)    Solicitation.
      The
      Obligors will provide each holder of the Notes (irrespective of the amount
      of
      Notes then owned by it) with sufficient information, sufficiently far in advance
      of the date a decision is required, to enable such holder to make an informed
      and considered decision with respect to any proposed amendment, waiver or
      consent in respect of any of the provisions hereof or of the Notes. The Obligors
      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
      Obligors 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, 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 or of the Notes unless
      such
      remuneration is concurrently paid, or security is concurrently granted, on
      the
      same terms, ratably to each holder of Notes then outstanding whether or not
      such
      holder consented to such waiver or amendment.


    
      
        
        

      

      
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        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 Obligors 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 Obligors and the holder of any Note
      nor any delay in exercising any rights hereunder or under any Note shall operate
      as a waiver of any rights of any holder of such Note. As used herein, the term
      “this Agreement” and references thereto shall mean this Agreement as it may from
      time to time be amended or supplemented.

    


        Section 17.4.    Notes
      Held by
      Obligors, etc.
      Solely
      for the purpose of determining whether the holders of the requisite percentage
      of the aggregate principal amount of Notes then outstanding approved or
      consented to any amendment, waiver or consent to be given under this Agreement
      or the Notes, or have directed the taking of any action provided herein or
      in
      the Notes to be taken upon the direction of the holders of a specified
      percentage of the aggregate principal amount of Notes then outstanding, Notes
      directly or indirectly owned by any Obligor 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 telefacsimile if the sender on the same day sends a confirming copy
      of such notice by a recognized overnight delivery service (charges prepaid),
      or
      (b) by registered or certified mail with return receipt requested (postage
      prepaid), or (c) by a recognized overnight delivery service (with charges
      prepaid). Any such notice must be sent:

    


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

    


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

    


        (iii)    if
      to any
      Obligor, to the Company at its address set forth at the beginning hereof to
      the
      attention of Director of Finance, 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 thereto, including, without limitation,
      (a) consents, waivers and modifications that may hereafter be executed,
      (b) documents received by you at the Closing (except the Notes themselves),
      and (c) financial statements, certificates and other information previously
      or hereafter furnished to you, may be reproduced by you by any 


    
      
        
        

      

      
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    photographic,
      photostatic, microfilm, microcard, miniature photographic or other similar
      process and you may destroy any original document so reproduced. Each Obligor
      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 you 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 Obligors 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”
      means
      information delivered to you by or on behalf of any Obligor 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 you as being confidential
      information of such Obligor or such Subsidiary, provided
      that
      such term does not include information that (a) was publicly known or
      otherwise known to you prior to the time of such disclosure,
      (b) subsequently becomes publicly known through no act or omission by you
      or any Person acting on your behalf, (c) otherwise becomes known to you
      other than through disclosure by any Obligor or any Subsidiary or
      (d) constitutes financial statements delivered to you under
      Section 7.1 that are otherwise publicly available. You will maintain the
      confidentiality of such Confidential Information in accordance with procedures
      adopted by you in good faith to protect confidential information of third
      parties delivered to you, provided
      that you
      may deliver or disclose Confidential Information to (i) your directors,
      trustees, officers, employees, agents, attorneys and affiliates (to the extent
      such disclosure reasonably relates to the administration of the investment
      represented by your Notes), (ii) your financial advisors and other
      professional advisors who agree to hold confidential the Confidential
      Information substantially in accordance with the terms of this Section 20,
      (iii) any other holder of any Note, (iv) any Institutional Investor to
      which you sell or offer to sell such Note or any part thereof or any
      participation therein (if such Person has agreed in writing prior to its receipt
      of such Confidential Information to be bound by the provisions of this
      Section 20), (v) any Person from which you offer to purchase any
      security of the Obligors (if such Person has agreed in writing prior to its
      receipt of such Confidential Information to be bound by the provisions of this
      Section 20), (vi) any federal or state regulatory authority having
      jurisdiction over you, (vii) the National Association of Insurance
      Commissioners or any similar organization, or any nationally recognized rating
      agency that requires access to information about your investment portfolio,
      or
      (viii) any other Person to which such delivery or disclosure may be
      necessary or appropriate (w) to effect compliance with any law, rule,
      regulation or order applicable to you, (x) in response to any subpoena or
      other legal process, (y) in connection with any litigation to which you are
      a party or (z) if an Event of Default has occurred and is continuing, to
      the extent you 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 your Notes and this Agreement. Each holder of a Note, by
      its
      acceptance of a Note, will be deemed to have agreed to be bound by and to be
      entitled to the benefits of this Section 20 as though it were a party to
      this 


    
      
        
        

      

      
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    Agreement.
      On reasonable request by the Obligors 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 or any other holder that shall have previously
      delivered such a confirmation), such holder will confirm in writing that it
      is
      bound by the provisions of this Section 20.

    


    
      	
              SECTION 21.

            	
              SUBSTITUTION
                OF PURCHASER.

            


    

    


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

    


        Section 22.3.    Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall (to the full extent permitted by law) not invalidate or
      render unenforceable such provision in any other jurisdiction.

    


        Section 22.4.    Construction.
      Each
      covenant contained herein shall be construed (absent express provision to the
      contrary) as being independent of each other covenant contained herein, so
      that
      compliance with any one covenant shall not (absent such an express contrary
      provision) be deemed to excuse compliance with any other covenant. Where any
      provision herein refers to action to be taken by any Person, or which such
      Person is prohibited from taking, such provision shall be applicable whether
      such action is taken directly or indirectly by such Person.


    
      
        
        

      

      
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        Section 22.5.    Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original but all of which together shall constitute one instrument. Each
      counterpart may consist of a number of copies hereof, each signed by fewer
      than
      all, but together signed by all, of the parties hereto.

    


        Section 22.6.    Governing
      Law.
      This
      Agreement shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by, the law of the State of Nebraska excluding
      choice-of-law principles of the law of such State that would require the
      application of the laws of a jurisdiction other than such State.

    *     *     *     *     *


    
      
        
        

      

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

    


    
      	 	
              Very
                truly yours,

               

              Cabela’s
                Incorporated

              Cabela’s
                Catalog, Inc.

              Cabela’s
                Retail, Inc.

              Cabela’s
                Outdoor Adventures, Inc.

              Cabelas.com,
                Inc.

              Cabela’s
                Wholesale, Inc.

              Cabela’s
                Ventures, Inc.

              Wild
                Wings, LLC

              Cabela’s
                Lodging, LLC

              Van
                Dyke Supply Company, Inc.

              Cabela’s
                Marketing and Brand 

                  Management,
                Inc.

              Cabela’s
                Retail LA, LLC

              Original
                Creations, LLC

              Cabela’s
                Retail GP, LLC

              Legacy
                Trading Company

              CRLP,
                LLC

              Cabela’s
                Retail MO, LLC

            
	 	 	 
	 	
              By

            	
              /s/
                Dennis Highby

            
	 	 	
              Name: Dennis
                Highby

              Title:  President,
                CEO or Manager

            
	 	 	 
	 	
              CABELA’S
                TROPHY PROPERTIES, LLC

            
	 	 	 
	 	
              By

            	
              /s/
                Gregg Severinson

            
	 	 	
              Name: Gregg
                Severinson

              Title:  Vice
                President and Manager

            
	 	 	 
	 	
              CABELA’S
                RETAIL TX, L.P.

            
	 	 	 
	 	
              By:

            	
              Cabela’s
                Retail GP, LLC

            
	 	
              Its:

            	
              General
                Partner

            
	 	 	 
	 	 	
              By

            	
              /s/
                Dennis Highby

            
	 	 	 	
              Name:
                Dennis Highby

            
	 	 	 	
              Title:
                President

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              PRINCIPAL
                LIFE INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              Principal
                Global Investors, LLC, a 

              Delaware
                limited liability company, its 

              authorized
                signatory

            
	 	 	 
	 	 	 
	 	 	
              By:

            	
              /s/
                Colin Pennycooke

            
	 	 	 	
              Name:
                Colin Pennycooke

              Title:
                Counsel

            
	 	 	 	 
	 	 	 
	 	 	
              By:

            	
              /s/
                Christopher J. Henderson

            
	 	 	 	
              Name:
                Christopher J. Henderson

              Title:
                Counsel

            
	 	 	 	 


    

    


    


    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              SYMETRA
                LIFE INSURANCE COMPANY,
                a
                

                  Washington
                corporation

            
	 	 	 
	 	
              By:

            	
              Principal
                Global Investors, LLC, a 

              Delaware
                limited liability company, its 

              authorized
                signatory

            
	 	 	 
	 	 	 
	 	 	
              By:

            	
              /s/
                Colin Pennycooke

            
	 	 	 	
              Name:
                Colin Pennycooke

              Title:
                Counsel

            
	 	 	 	 
	 	 	 
	 	 	
              By:

            	
              /s/
                Christopher J. Henderson

            
	 	 	 	
              Name:
                Christopher J. Henderson

              Title:
                Counsel

            
	 	 	 	 


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              GIBRALTAR
                LIFE INSURANCE CO., LTD.

            
	 	 	 
	 	
              By:

            	
              Prudential
                Investment Management 

              (Japan),
                Inc., as Investment Manager

            
	 	 	 
	 	
              By:

            	
              Prudential
                Investment Management, Inc., 

              as
                Sub-Adviser

            
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                G. Anthony Coletta

            
	 	 	 	
              Name:
                G. Anthony Coletta

              Title:
                Vice President

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              THE
                PRUDENTIAL INSURANCE COMPANY OF 

                  AMERICA

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                G. Anthony Coletta

            
	 	 	 	
              Name:
                G. Anthony Coletta

              Title:
                Vice President

            


    


    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              MTL
                INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              Prudential
                Private Placement Investors, 

              L.P.
                (as Investment Advisor)

            
	 	 	 
	 	
              By:

            	
              Prudential
                Private Placement Investors, 

              L.P.
                (as its General Partner)

            
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                G. Anthony Coletta

            
	 	 	 	
              Name:
                G. Anthony Coletta

              Title:
                Vice President

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              SECURITY
                BENEFIT LIFE INSURANCE COMPANY,  INC.

            
	 	 	 
	 	
              By:

            	
              Prudential
                Private Placement Investors, 

              L.P.
                (as Investment Advisor)

            
	 	 	 
	 	
              By:

            	
              Prudential
                Private Placement Investors, 

              L.P.
                (as its General Partner)

            
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                G. Anthony Coletta

            
	 	 	 	
              Name:
                G. Anthony Coletta

              Title:
                Vice President

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              THE
                VARIABLE ANNUITY LIFE INSURANCE 

                  COMPANY

              AIG
                ANNUITY INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              AIG
                Global Investment Corp., investment 

              adviser

            
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                Gerald F. Herman

            
	 	 	 	
              Name:
                Gerald F. Herman

              Title:
                Vice President

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              THE
                GUARDIAN LIFE INSURANCE COMPANY OF 

                  AMERICA

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Barry Scheinholtz

            
	 	 	
              Name:
                Barry Scheinholtz

              Title:
                Private Placements Manager

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              BERKSHIRE
                LIFE INSURANCE COMPANY OF 

                  AMERICA

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Brian Keating

            
	 	 	
              Name:
                Brian Keating

              Title:
                Director, Fixed Income

            


    

    


    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              TRANSAMERICA
                OCCIDENTAL LIFE INSURANCE COMPANY

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Debra R. Thompson

            
	 	 	
              Name:
                Debra R. Thompson

              Title:
                Vice President

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              AMERUS
                LIFE INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              AmerUs
                Capital Management Group, Inc., 

              its
                authorized attorney-in-fact

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                Roger D. Fors

            
	 	 	 	
              Name:
                Roger D. Fors

              Title:
                Vice President-Private 

                       
                Placements

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              AMERICAN
                INVESTORS LIFE INSURANCE 

                  COMPANY

            
	 	 	 
	 	
              By:

            	
              AmerUs
                Capital Management Group, Inc., 

              its
                authorized attorney-in-fact

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                Roger D. Fors

            
	 	 	 	
              Name:
                Roger D. Fors

              Title:
                Vice President-Private 

                        Placements

            


    


    
      
        
        

      

      
        -
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          -

        
          

        

      

      
        
        

      

    


    


    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              INDIANAPOLIS
                LIFE INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              AmerUs
                Capital Management Group, Inc., 

              its
                authorized attorney-in-fact

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                Roger D. Fors

            
	 	 	 	
              Name:
                Roger D. Fors

              Title:
                Vice President-Private 

                       
                Placements

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              GENWORTH
                LIFE AND ANNUITY INSURANCE 

                  COMPANY

            
	 	 	 
	 	
              By

            	
              /s/Scott
                Sell

            
	 	 	
              Name:
                Scott Sell

              Title:
                Investment Officer

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              JACKSON
                NATIONAL LIFE INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              PPM
                America, Inc., as attorney in fact, 

              on
                behalf of Jackson National Life 

              Insurance
                Company

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By:

            	
              /s/
                Mark Staub

            
	 	 	 	
              Name:
                Mark Staub

              Title:
                Vice President

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              LIFE
                INSURANCE COMPANY OF THE SOUTHWEST

            
	 	 	 
	 	
              By

            	
              /s/
                R. Scott Higgins

            
	 	 	
              Name:
                R. Scott Higgins

              Title:
                Vice President

                       
Sentinel
                Asset Management

            
	 	 	 


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              AMERITAS
                LIFE INSURANCE CORP.

            
	 	 	 
	 	
              By:

            	
              Ameritas
                Investment Advisors Inc., as 

              Agent

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                Andrew S. White

            
	 	 	 	
              Name:
                Andrew S. White

              Title:
                Vice President - Fixed Income

                       
Securities

            


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              ACACIA
                LIFE INSURANCE COMPANY

            
	 	 	 
	 	
              By:

            	
              Ameritas
                Investment Advisors Inc. as 

              Agent

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              By

            	
              /s/
                Andrew S. White

            
	 	 	 	
              Name:
                Andrew S. White

              Title:
                Vice President - Fixed Income 

                       
Securities

            


    

    


    


    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              EQUITRUST
                LIFE INSURANCE COMPANY

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Herman L. Riva

            
	 	 	
              Name:
                Herman L. Riva

              Title:
                Senior Portfolio Manager

            
	 	 	 


    

    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              ASSURITY
                LIFE INSURANCE COMPANY

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Victor Weber

            
	 	 	
              Name:
                Victor Weber

              Title:
                Senior Director - Investments

            
	 	 	 


    

    


    



    
      
        
        

      

      
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    This
      Agreement is hereby accepted and agreed to as of the date thereof.

    


    
      	 	
              SECURITY
                FINANCIAL LIFE INSURANCE CO.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By

            	
              /s/
                Kevin W. Hammond

            
	 	 	
              Name:
                Kevin W. Hammond

              Title:
                Senior Director - Investments

            
	 	 	 


    

    


    


    



    
      
        
        

      

      
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    DEFINED
      TERMS

    Where
      the
      character or amount of any asset or liability or item of income or expense
      is
      required to be determined or any consolidation or other accounting computation
      is required to be made for the purposes of this Agreement, the same shall be
      done in accordance with GAAP, to the extent applicable, except where such
      principles are inconsistent with the express requirements of this
      Agreement.

    


    Where
      any
      provision in this Agreement refers to action to be taken by any Person, or
      which
      such Person is prohibited from taking, such provision shall be applicable
      whether the action in question is taken directly or indirectly by such
      Person.

    


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

    


    “Affiliate”
      means,
      at any time, and with respect to any Person, (a) 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
      (b) 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 corporation or other legal entity 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.

    


    “Amended
      and Restated Intercreditor Agreement”
      shall
      mean the Third Amended and Restated Intercreditor Agreement dated as of
      February 27, 2006 among the holders, holders under the 1995 Note
      Agreements, holders under the 2002 Note Agreements, Banks and Collateral Agent
      named therein.

    


    “Anti-Terrorism
      Order”
      means
      Executive Order No. 13224 of September 23, 2001, Blocking
      Property and Prohibiting Transactions with Persons Who Commit, Threaten to
      Commit, or Support Terrorism, 66 Fed. Reg. 49079 (2001, as
      amended).

    


    “Asset
      Disposition”
      means
      any Transfer except:

    


        (a)    any
      Transfer from a Restricted Subsidiary which is an Obligor to an Obligor or,
      in
      the case of a transferring Restricted Subsidiary which is not an Obligor, to
      any
      Obligor or any Wholly-Owned Restricted Subsidiary so long as immediately before
      and immediately after the consummation of any such Transfer and after giving
      effect thereto, no Default or Event of Default would exist (including under
      Sections 10.4 and 10.7);

    



    
      
        
          Schedule
            B

          (to
            Note
            Purchase Agreement)

        

      

      
        
        

        
          

        

      

      
        
        

      

    


        (b)    any
      Transfer
      made in the ordinary course of business and involving only property that is
      either (1) inventory or real property held for rent or sale or
      (2) equipment, fixtures, supplies or materials no longer required in the
      operation of the business of any Obligor or any of its Restricted Subsidiaries
      or that is obsolete; and

    


        (c)    any
      Transfer
      by an Obligor or any Restricted Subsidiary of its Investment in any Unrestricted
      Subsidiary.

    


    “Banks”
      means
      U.S. Bank National Association (as a lender and in its capacity as agent),
      Wachovia Bank, National Association, LaSalle Bank National Association, Comerica
      Bank and Wells Fargo Bank Nebraska, National Association, or any replacement
      or
      substitution of any of the foregoing.

    


    “Business
      Day”
      means
      any day other than a Saturday, a Sunday or a day on which commercial banks
      in
      New York, New York are required or authorized to be closed.

    


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

    


    “Closing”
      is
      defined in Section 3.

    


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

    


    “Company”
      means
      Cabela’s Incorporated, a Delaware corporation.

    


    “Consolidated
      Adjusted Net Worth”
      means as
      of the date of any determination thereof, the amount of consolidated
      stockholders’ equity of the Company and its Restricted Subsidiaries (excluding
      the value of all Investments in Unrestricted Subsidiaries), as determined in
      the
      most recent financial statement of the Company previously provided to the
      holders pursuant to Section 7 (i), plus
      (but
      without duplication and only to the extent that the use of “LIFO”
      inventory valuation instead of “FIFO”
      inventory valuation reduces stockholders’ equity, the excess of the FIFO over
      LIFO inventory valuations as reported in the most recent financial statement
      of
      the Company previously provided to the holders pursuant to Section 7,
      (ii) plus
      (but
      without duplication and only to the extent excluded or deducted from
      stockholders’ equity) deferred income tax liabilities of any Restricted
      Subsidiary, and (iii) minus
      (but
      without duplication and only to the extent included in stockholders’ equity)
      deferred income tax assets of any Restricted Subsidiary and the aggregate amount
      of all loans and/or advances to any or all members of the Cabela family, but
      only to the extent such loans and/or advances exceed, in the aggregate,
      $5,000,000.

    


    “Consolidated
      Cash Flow”
      for any
      period means the sum of (a) Consolidated Net Earnings during such period
plus
      (to the
      extent deducted in determining Consolidated Net Earnings) (b) provisions
      for Federal, State and local income taxes (c) depreciation and amortization
      taken during such period and (d) Consolidated Fixed Charges during such
      period 


    
      
        
        

      

      
        B
          -2

        
          

        

      

      
        
        

      

    


    provided
      that, in
      the event any Person (or the assets thereof) is acquired by the Company or
      any
      Restricted Subsidiary (whether by merger, consolidation, asset or stock
      acquisition or otherwise) at any time during the period of calculation, such
      acquisition shall be deemed to have been made on the first day of such
      calculation period.

    


    “Consolidated
      Fixed Charges” means,
      with respect to any period, the sum of (i) Consolidated Interest Expense
      for such period plus
      (ii) Lease Rentals for such period, determined on a consolidated basis for
      the Company and its Restricted Subsidiaries.

    


    “Consolidated
      Funded Debt”
      means as
      of the date of any determination thereof, all Funded Debt of the Company and
      its
      Restricted Subsidiaries, determined on a consolidated basis eliminating
      intercompany items.

    


    “Consolidated
      Interest Expense”
      means,
      for any period, the interest expense of the Company and its Restricted
      Subsidiaries (including imputed interest in respect of Capital Leases), in
      respect of all Debt, and all debt discount and expense amortized or required
      to
      be amortized in the determination of Consolidated Net Earnings for such
      period.

    


    “Consolidated
      Net Earnings”
      for any
      period means the gross revenues of the Company and its Restricted Subsidiaries
      for such period less all expenses and other proper charges (including Federal,
      State and local income taxes) determined on a consolidated basis in accordance
      with GAAP subject to and after eliminating earnings or losses attributable
      to
      outstanding Minority Interests, but excluding in any event:

    


        (a)    any
      extraordinary gains or losses;

    


        (b)    net
      earnings
      and losses of any Restricted Subsidiary accrued prior to the date it became
      a
      Restricted Subsidiary;

    


        (c)    net
      earnings and losses of any corporation or other legal entity (other than a
      Restricted Subsidiary), substantially all the assets of which have been acquired
      in any manner by the Company or any Restricted Subsidiary, realized by such
      corporation or other legal entity prior to the date of such
      acquisition;

    


        (d)    net
      earnings and losses of any corporation or other legal entity (other than a
      Restricted Subsidiary) with which the Company or a Restricted Subsidiary shall
      have consolidated or which shall have merged into or with the Company or a
      Restricted Subsidiary and realized prior to the date of such consolidation
      or
      merger;

    


        (e)    net
      earnings
      of any business entity (other than a Restricted Subsidiary) in which the Company
      or any Restricted Subsidiary has an ownership interest unless such net earnings
      shall have actually been received by the Company or such Restricted Subsidiary
      in the form of cash distributions;


    
      
        
        

      

      
        B
          -3

        
          

        

      

      
        
        

      

    


        (f)    any
      portion of the net earnings of any Restricted Subsidiary which for any reason
      is
      unavailable for payment of dividends to the Company or any other Restricted
      Subsidiary;

    


        (g)    earnings
      resulting from any reappraisal, revaluation or write-up of assets;

    


        (h)    the
      net gains
      or losses of the Unrestricted Subsidiary;

    


        (i)    any
      gain
      arising from the acquisition of any Securities of the Company or any Restricted
      Subsidiary; and

    


        (j)    any
      reversal
      of any contingency reserve, except to the extent that provision for such
      contingency reserve shall have been made from income arising during such
      period.

    


    “Consolidated
      Total Capitalization” means,
      as
      of the date of any determination thereof, the sum of (a) Consolidated Funded
      Debt plus
      (b)
      Consolidated Adjusted Net Worth.

    


    “Consolidated
      Total Assets”
      means,
      as of the date of any determination thereof, total assets of the Company and
      its
      Restricted Subsidiaries determined on a consolidated basis in accordance with
      GAAP excluding, in all events, assets of the Unrestricted
      Subsidiary.

    


    “Credit
      Agreement”
      means
      the Second Amended and Restated Credit Agreement dated as of July 15, 2005
      by and among the Banks and the Obligors, as amended, modified, refinanced or
      replaced.

    


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

    


        (a)    its
      liabilities for borrowed money (excluding liabilities in respect of deferred
      compensation);

    


        (b)    its
      liabilities for the deferred purchase price of property acquired by such Person
      (excluding accounts payable and accrued liabilities arising in the ordinary
      course of business but including all liabilities created or arising under any
      conditional sale or other title retention agreement with respect to any such
      property);

    


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

    


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

    


        (e)    any
      Guaranty
      of such Person or letter of credit of such Person, with respect to liabilities
      of a type described in any of clauses (a) through (d) hereof.

    



    
      
        
        

      

      
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    Debt
      of any
      Person shall include all obligations of such Person of the character described
      in clauses (a) through (e) to the extent such Person remains legally liable
      in respect thereof notwithstanding that any such obligation is deemed to be
      extinguished under GAAP. “Debt”
      of any
      Person shall not include (i) such obligations of the character described in
      clauses (a) through (d) above, if owed or made by an Obligor to
      an Obligor or, in the case of a Restricted Subsidiary which is not an Obligor,
      to any Obligor or any Wholly-Owned Restricted Subsidiary or (ii) any
      unfunded obligations which may now or hereafter exist in respect of pension,
      retirement or other similar plans of an Obligor or any Restricted
      Subsidiary.

    


    “Debt
      Prepayment Application” means,
      with respect to any Transfer of property constituting an Asset Disposition,
      the
      application by an Obligor of cash in an amount equal to the Net Proceeds Amount
      with respect to such Transfer to pay Senior Debt (other than Senior Debt owing
      to an Obligor, any of its Subsidiaries or any Affiliate) on a pro
      rata
      basis
      based on the unpaid respective principal amounts of each instrument evidencing
      Senior Debt;
      provided,
      that in
      the event such Senior Debt would otherwise permit the reborrowing of such Debt
      by such Obligor, the commitment to relend such Debt shall be permanently reduced
      by the amount of such Debt Prepayment Application.

    


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

    


    “Default
      Rate”
      means
      that rate of interest that is the greater of (i) 2.00% per annum above the
      rate of interest stated in clause (a) of the first paragraph of the Notes or
      (ii) 2.00% over the rate of interest publicly announced by US Bank, N.A. in
      Lincoln, Nebraska as its “base” or “prime” rate.

    


    “Department
      of the Treasury Rule”
      means
      Blocked Persons, Specially Designated Nationals, Specially Designated
      Terrorists, Foreign Terrorist Organizations, and Specially Designated Narcotic
      Traffickers: Additional Designations of Terrorism-Related Blocked Persons,
      66 Fed. Reg. 54404 (2001 to be codified at appendix A to 31 CFR
      Chapter V), as amended.

    


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

    


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

    


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


    
      
        
        

      

      
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          -5

        
          

        

      

      
        
        

      

    


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

    


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

    


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

    


    “Event
      of Default”
      is
      defined in Section 11.

    


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

    


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

    


    “Funded
      Debt”
      shall
      mean all Debt which would, in accordance with GAAP, constitute long term debt
      including: (a) any Debt with a maturity of more than one year after the
      creation of such Debt, (b) any Debt outstanding under a revolving credit or
      similar agreement providing for borrowings (and renewals and extensions thereof)
      which pursuant to its terms would constitute long term Debt in accordance with
      GAAP, (c) any Capital Lease obligation and (d) any Guaranty with
      respect to Funded Debt of another Person. Notwithstanding anything to the
      contrary contained herein, any Debt outstanding under a revolving credit or
      similar agreement providing for borrowings which is paid down for a period
      of 30
      consecutive days during any 12 month period (and not merely refinanced with
      a
      short term credit facility) will not be deemed to constitute Funded
      Debt.

    


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

    


    “Governmental
      Authority”
      means

    


        (a)    the
      government of

    


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

    



    
      
        
        

      

      
        B
          -6

        
          

        

      

      
        
        

      

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    “Hazardous
      Material”
      means
      any and all pollutants, toxic or hazardous wastes or any other substances that
      might pose a hazard to health or 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, without limitation, asbestos,
      urea formaldehyde foam insulation and polychlorinated biphenyls).

    


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

    


    “Institutional
      Investor”
      means
      (a) any original purchaser of a Note, (b) any holder of a Note holding
      more than 10% of the aggregate principal amount of the Notes then outstanding,
      and (c) any bank, trust company, savings and loan association or other
      financial institution, any 


    
      
        
        

      

      
        B
          -7

        
          

        

      

      
        
        

      

    


    pension
      plan, any investment company, any insurance company, any broker or dealer,
      or
      any other similar financial institution or entity, regardless of legal
      form.

    


    “Investments”
      mean
      all
      investments, in cash or by delivery of property made, directly or indirectly
      in
      any Person, whether by acquisition of shares of capital stock, indebtedness
      or
      other obligations or Securities or by loan, advance, capital contribution or
      otherwise; provided,
      however,
      that
“Investments” shall not mean or include routine investments in property to be
      used or consumed in the ordinary course of business.

    


    “Lease
      Rentals”
      means,
      with respect to any period, the sum of the rentals and other obligations
      required to be paid during such period by the Company or any Restricted
      Subsidiary as lessee under all leases of real or personal property (other than
      Capital Leases), excluding any amount required to be paid by the lessee on
      the
      count of maintenance and repairs, insurance, taxes, assessments, water rates
      and
      similar charges, provided,
      that,
      if at the date of determination, any such rental or other obligations are
      contingent or not otherwise definitely determinable by the terms of the related
      lease, the amount of such obligations (i) shall be assumed to be equal to
      the amount of such obligations for the period of 12 consecutive calendar months
      immediately preceding the date of determination of (ii) if the related
      lease was not in effect during such preceding 12-month period, shall be the
      amount estimated by a Senior Financial Officer of the Company on a reasonable
      basis in good faith.

    


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

    


    “Make-Whole
      Amount”
      is
      defined in Section 8.7 for purposes of the Series 2006-A Notes, and in
      connection with each other series of Notes, the make-whole amount, breakage
      or
      other amount provided for in the respective Supplement in respect of such other
      series of Notes and including any applicable modified make-whole
      amount.

    


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

    


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

    


    “Memorandum”
      is
      defined in Section 5.3.

    


    “Minority
      Interests” mean
      any
      shares of stock of any class of a Subsidiary (other than directors’ qualifying
      shares as required by law) that are not owned by an Obligor and/or one or



    
      
        
        

      

      
        B
          -8

        
          

        

      

      
        
        

      

    


    more
      of
      its Subsidiaries. Minority Interests shall be valued by valuing Minority
      Interests constituting preferred stock at the voluntary or involuntary
      liquidating value of such preferred stock, whichever is greater, and by valuing
      Minority Interests constituting common stock at the book value of capital and
      surplus applicable thereto adjusted, if necessary, to reflect any changes from
      the book value of such common stock required by the foregoing method of valuing
      Minority Interests in preferred stock.

    


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

    


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

    


        (a)    the
      aggregate amount of the consideration (valued at the Fair Market Value of such
      consideration at the time of the consummation of such Transfer) allocated to
      such Person in respect of such Transfer, net of any applicable taxes incurred
      in
      connection with such Transfer, minus

    


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

    


    “1995
      Note Agreements”
      means
      those certain separate Note Agreements dated as of January 1, 1995 between
      the noteholders set forth in Schedule A attached thereto and the Company,
      as amended.

    


    “Notes”
      is
      defined in Section 1.

    


    “Obligors”
      is
      defined in the preamble of this Agreement and shall include any other party
      that
      is a party to a joinder agreement executed pursuant to
      Section 9.8(d).

    


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

    


    “Other
      Agreements”
      is
      defined in Section 2.1.

    


    “Other
      Purchasers”
      is
      defined in Section 2.1.

    


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

    


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

    


    “Plan”
      means an
“employee benefit plan” (as defined in section 3(3) of ERISA) that is or,
      within the preceding five years, has been established or maintained, or to
      which
      contributions 


    
      
        
        

      

      
        B
          -9

        
          

        

      

      
        
        

      

    


    are
      or,
      within the preceding five years, have been made or required to be made, by
      an
      Obligor or any ERISA Affiliate or with respect to which an Obligor or any ERISA
      Affiliate may have any liability.

    


    “Priority
      Debt”
      means
      the sum, without duplication, of (i) Debt of the Company secured by Liens
      not otherwise permitted by clauses (a) through (h) of
      Section 10.3; and (ii) all Debt of Restricted Subsidiaries (other than to
      the Company or another Restricted Subsidiary) excluding unsecured Debt of
      Restricted Subsidiaries under each of (a) this Agreement and the Notes, (b)
      the
      Credit Agreement, (c) the 1995 Note Agreements and (d) the 2002 Note Agreements
      (but, in each case, only with respect to Restricted Subsidiaries that are
      Obligors under this Agreement).

    


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

    


    “Property
      Reinvestment Application”
      means,
      with respect to any Transfer of property constituting an Asset Disposition,
      the
      application of an amount equal to the Net Proceeds Amount with respect to such
      Transfer to the acquisition by an Obligor or any of its Restricted Subsidiaries
      of operating assets for an Obligor or any Restricted Subsidiary to be used
      in
      the principal business of such Person.

    


    “QPAM
      Exemption”
      means
      Prohibited Transaction Class Exemption 84-14 issued by the United States
      Department of Labor.

    


    “Required
      Holders”
      means,
      at any time, the holders of at least 66-2/3% in principal amount of the Notes
      at
      the time outstanding (exclusive of Notes then owned by the Obligors or any
      of
      their Affiliates).

    


    “Responsible
      Officer”
      means
      any Senior Financial Officer and any other officer of the Company with
      responsibility for the administration of the relevant portion of this agreement
      of the Company unless the text otherwise designates.

    


    “Restricted
      Subsidiary”
      means
      any Subsidiary which has been designated (or deemed designated) as a
“Restricted
      Subsidiary”
      as of
      the date of the Closing or pursuant to and in accordance with the provisions
      of
      Section 9.8 if and so long as such Restricted Subsidiary has not been
      properly re-designated as an Unrestricted Subsidiary.

    


    “SEC”
      means
      the Securities and Exchange Commission of the United States, or any successor
      thereto. 

    


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

    


    “Security”
      has the
      same meaning as Section 2(1) of the Securities Act.

    


    “Senior
      Debt”
      shall
      mean and include (i) any Debt of an Obligor (other than Debt owing to any
      Subsidiary or Affiliate) which is not expressed to be junior or subordinate
      to
      any other 


    
      
        
        

      

      
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    Debt
      of
      such Obligor, and (ii) any Debt of a Restricted Subsidiary (other than Debt
      owing to an Obligor, any other Subsidiary or any Affiliate).

    


    “Senior
      Financial Officer”
      means
      the chief financial officer, principal accounting officer, treasurer or
      comptroller of the Company unless the text otherwise designates.

    


    “Series 2006-A
      Notes” is
      defined in Section 1.

    


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

    


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

    


    “Supplement”
      is
      defined in Section 2.2.

    


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

    


    “2002
      Note Agreements” means
      those certain separate Note Agreements dated as of September 5, 2002
      between the noteholders set forth in Schedule A attached thereto, the
      Company, and certain other parties thereto, as amended.

    


    “Unrestricted
      Subsidiary”
      means
      any Subsidiary which has been designated as an “Unrestricted
      Subsidiary”
      as of
      the date of the Closing or pursuant to and in accordance with the provisions
      of
      Section 9.8 if and so long as such Unrestricted Subsidiary has not been
      properly re-designated as a Restricted Subsidiary.

    


    “WFB”
      means
      World’s Foremost Bank, N.A., a national banking association.


    
      
        
        

      

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

     

    Back
      to Form 8-K

     

    
      
        
        

      

      
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