Exhibit
      10.8

    
      

      

    

    EXECUTION
      COPY

    


    KINRO,
      INC.

    LIPPERT
      COMPONENTS, INC.

    


    Guaranteed
      By:

    


    DREW
      INDUSTRIES INCORPORATED

     

    
      

    

    


    SECOND
      AMENDED AND RESTATED 

    NOTE
      PURCHASE AND PRIVATE SHELF AGREEMENT

     

    
      
        

      

    

    


    Dated
      as of November 25, 2008

    


    $125,000,000
      Private Shelf Facility

     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              1.

            	
              PRELIMINARY
                STATEMENTS; AUTHORIZATION OF SHELF NOTES.

            	
              1

            
	 	 	 
	 	
              1A.

            	
              Prior
                Issuances

            	
              1

            
	 	
              1B.

            	
              Authorization
                of Amendment and Restatement of Existing Agreement

            	
              2

            
	 	
              1C.

            	
              Amendment
                and Restatement of 2005 Notes

            	
              2

            
	 	
              1D.

            	
              Authorization
                of Fixed Rate Shelf Notes

            	
              2

            
	 	
              1E.

            	
              Authorization
                of Floating Rate Shelf Notes

            	
              2

            
	 	 	 	 
	
              2.

            	
              PURCHASE
                AND SALE OF SHELF NOTES

            	
              3

            
	 	 	 
	 	
              2A.

            	
              Facility

            	
              3

            
	 	
              2B.

            	
              Issuance
                Period

            	
              3

            
	 	
              2C.

            	
              Request
                for Purchase

            	
              3

            
	 	
              2D.

            	
              Rate
                Quotes

            	
              4

            
	 	
              2E.

            	
              Acceptance

            	
              4

            
	 	
              2F.

            	
              Market
                Disruption

            	
              5

            
	 	
              2G.

            	
              Facility
                Closings

            	
              5

            
	 	
              2H.

            	
              Fees

            	
              6

            
	 	
              2I.

            	
              Floating
                Rate Shelf Note Provisions

            	
              7

            
	 	 	 	 
	
              3.

            	
              CONDITIONS
                OF CLOSING

            	
              14

            
	 	 	 
	 	
              3A.

            	
              Conditions
                to Effectiveness

            	
              14

            
	 	
              3B.

            	
              Conditions
                to Closing Each Purchase of Shelf Notes

            	
              16

            
	 	 	 	 
	
              4.

            	
              PREPAYMENTS

            	
              17

            
	 	 	 
	 	
              4A.

            	
              Required
                Prepayments of Shelf Notes

            	
              17

            
	 	
              4B.

            	
              Optional
                Prepayments of Notes

            	
              17

            
	 	
              4C.

            	
              Prepayment
                Pursuant to Intercreditor Agreement

            	
              18

            
	 	
              4D.

            	
              Notice
                of Optional Prepayment

            	
              18

            
	 	
              4E.

            	
              Application
                of Prepayments

            	
              18

            
	 	
              4F.

            	
              No
                Acquisition of Shelf Notes

            	
              19

            
	 	 	 	 
	
              5.

            	
              AFFIRMATIVE
                COVENANTS

            	
              19

            
	 	 	 
	 	
              5A.

            	
              Financial
                Statements; Notice of Defaults

            	
              19

            
	 	
              5B.

            	
              Information
                Required by Rule 144A

            	
              21

            
	 	
              5C.

            	
              Other
                Information

            	
              21

            
	 	
              5D.

            	
              [Intentionally
                Omitted]

            	
              21

            
	 	
              5E.

            	
              Compliance
                with Law

            	
              22

            
	 	
              5F.

            	
              Insurance
                and Maintenance of Properties

            	
              22

            
	 	
              5G.

            	
              [Intentionally
                Omitted]

            	
              22

            
	 	
              5H.

            	
              Payment
                of Taxes and Claims

            	
              22

            
	 	
              5I.

            	
              Corporate
                Existence, Etc

            	
              22

            
	 	
              5J.

            	
              Books
                and Records; Inspection

            	
              23

            
	 	
              5K.

            	
              Subsidiary
                Guaranty; Security Documents

            	
              23

            
	 	
              5L.

            	
              Further
                Assurances

            	
              23

            
	 	
              5M.

            	
              Succession
                Plan

            	
              24

            


    

     

    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

    
      	
              6.

            	
              NEGATIVE
                COVENANTS

            	
              24

            
	 	 	 
	 	
              6A.

            	
              Transactions
                with Affiliates

            	
              24

            
	 	
              6B.

            	
              Merger,
                Consolidation, Etc

            	
              24

            
	 	
              6C.

            	
              Liens

            	
              25

            
	 	
              6D.

            	
              Limitations
                on Indebtedness

            	
              25

            
	 	
              6E.

            	
              Restrictive
                Agreements

            	
              26

            
	 	
              6F.

            	
              Limitation
                on Subsidiary Indebtedness and Issuance of Preferred Stock

            	
              27

            
	 	
              6G.

            	
              Limitation
                on Restricted Payments

            	
              27

            
	 	
              6H.

            	
              Sale
                of Assets

            	
              28

            
	 	
              6I.

            	
              Limitation
                on Priority Debt

            	
              28

            
	 	
              6J.

            	
              Minimum
                Consolidated Tangible Net Worth

            	
              28

            
	 	
              6K.

            	
              Leverage
                Ratio

            	
              28

            
	 	
              6L.

            	
              Minimum
                Debt Service Ratio

            	
              29

            
	 	
              6M.

            	
              Limitation
                on Investments

            	
              29

            
	 	
              6N.

            	
              Hedging
                Agreements

            	
              29

            
	 	
              6O.

            	
              Amendment
                of Certain Documents

            	
              29

            
	 	
              6P.

            	
              Government
                Regulation

            	
              30

            
	 	 	 	 
	
              7.

            	
              EVENTS
                OF DEFAULT

            	
              30

            
	 	 	 
	 	
              7A.

            	
              Acceleration

            	
              30

            
	 	
              7B.

            	
              Rescission
                of Acceleration

            	
              33

            
	 	
              7C.

            	
              Notice
                of Acceleration or Rescission

            	
              34

            
	 	
              7D.

            	
              Other
                Remedies

            	
              34

            
	 	 	 	 
	
              8.

            	
              REPRESENTATIONS,
                COVENANTS AND WARRANTIES

            	
              34

            
	 	 	 
	 	
              8A.

            	
              Organization

            	
              34

            
	 	
              8B.

            	
              Financial
                Statements

            	
              34

            
	 	
              8C.

            	
              Actions
                Pending

            	
              35

            
	 	
              8D.

            	
              Outstanding
                Indebtedness

            	
              35

            
	 	
              8E.

            	
              Title
                to Properties

            	
              35

            
	 	
              8F.

            	
              Taxes

            	
              36

            
	 	
              8G.

            	
              Conflicting
                Agreements and Other Matters

            	
              36

            
	 	
              8H.

            	
              Offering
                of Shelf Notes

            	
              36

            
	 	
              8I.

            	
              Use
                of Proceeds

            	
              36

            
	 	
              8J.

            	
              ERISA

            	
              37

            
	 	
              8K.

            	
              Governmental
                Consent

            	
              37

            
	 	
              8L.

            	
              Compliance
                With Laws

            	
              37

            
	 	
              8M.

            	
              Disclosure

            	
              38

            
	 	
              8N.

            	
              Hostile
                Tender Offers

            	
              38

            
	 	
              8O.

            	
              Investment
                Company Act

            	
              38

            
	 	
              8P.

            	
              [Intentionally
                Omitted]

            	
              38

            
	 	
              8Q.

            	
              Foreign
                Assets Control Regulations, etc.

            	
              38

            
	 	 	 	 
	
              9.

            	
              REPRESENTATIONS
                OF THE PURCHASERS

            	
              39

            
	 	 	 
	 	
              9A.

            	
              Nature
                of Purchase

            	
              39

            


    

     

    
      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              9B.

            	
              Source
                of Funds

            	
              39

            
	 	 	 	 
	
              10.

            	
              DEFINITIONS;
                ACCOUNTING MATTERS

            	
              40

            
	 	 	 
	 	
              10A.

            	
              Yield-Maintenance
                Terms

            	
              41

            
	 	
              10B.

            	
              Other
                Terms

            	
              42

            
	 	 	 	 
	
              11.

            	
              PARENT
                GUARANTY

            	
              61

            
	 	 	 
	
              12.

            	
              CONFIDENTIALITY

            	
              61

            
	 	 	 
	
              13.

            	
              MISCELLANEOUS

            	
              62

            
	 	 	 
	 	
              13A.

            	
              Shelf
                Note Payments

            	
              62

            
	 	
              13B.

            	
              Expenses

            	
              62

            
	 	
              13C.

            	
              Consent
                to Amendments

            	
              63

            
	 	
              13D.

            	
              Form,
                Registration, Transfer and Exchange of Shelf Notes; Lost Shelf
                Notes

            	
              63

            
	 	
              13E.

            	
              Persons
                Deemed Owners; Participations

            	
              64

            
	 	
              13F.

            	
              Survival
                of Representations and Warranties; Entire Agreement

            	
              64

            
	 	
              13G.

            	
              Successors
                and Assigns

            	
              65

            
	 	
              13H.

            	
              Independence
                of Covenants

            	
              65

            
	 	
              13I.

            	
              Notices

            	
              65

            
	 	
              13J.

            	
              Payments
                Due on Non-Business Days

            	
              65

            
	 	
              13K.

            	
              Severability

            	
              65

            
	 	
              13L.

            	
              Descriptive
                Headings

            	
              66

            
	 	
              13M.

            	
              Satisfaction
                Requirement

            	
              66

            
	 	
              13N.

            	
              Governing
                Law

            	
              66

            
	 	
              13O.

            	
              Severalty
                of Obligations

            	
              66

            
	 	
              13P.

            	
              Counterparts

            	
              66

            
	 	
              13Q.

            	
              Binding
                Agreement

            	
              66

            
	 	
              13R.

            	
              Jury
                Waiver

            	
              66

            
	 	
              13S.

            	
              Personal
                Jurisdiction

            	
              67

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    Schedules
      and Exhibits

    


    
      	 	 	
              Information
                Schedule

            
	 	 	 
	
              Schedule
                3A(1)

            	
              —

            	
              Initial
                Subsidiary Guarantors and Pledgors

            
	
              Schedule
                6A

            	
              —

            	
              Transactions
                with Affiliates

            
	
              Schedule
                6C

            	
              —

            	
              Existing
                Liens

            
	
              Schedule
                6D

            	
              —

            	
              Existing
                Indebtedness

            
	
              Schedule
                6F

            	
              —

            	
              Subsidiary
                Indebtedness

            
	
              Schedule
                8B 

            	
              —

            	
              Material
                Changes

            
	
              Schedule
                8C 

            	
              —

            	
              Litigation

            
	
              Schedule
                8E

            	
              —

            	
              Intellectual
                Property

            
	
              Schedule
                8G 

            	
              —

            	
              Debt
                Agreements Which Restrict the Incurrence of
                Indebtedness

            
	 	 	 
	
              Exhibit
                A-1

            	
              —

            	
              Form
                of 2005 Note

            
	
              Exhibit
                A-2

            	
              —

            	
              Form
                of Fixed Rate Shelf Note

            
	
              Exhibit
                A-3

            	
              —

            	
              Form
                of Floating Rate Shelf Note

            
	 	 	 
	
              Exhibit
                B

            	
              —

            	
              Form
                of Request for Purchase

            
	 	 	 
	
              Exhibit
                C

            	
              —

            	
              Form
                of Confirmation of Acceptance

            
	 	 	 
	
              Exhibit
                D-1

            	
              —

            	
              Confirmation,
                Reaffirmation and Amendment of Parent Guaranty

            
	
              Exhibit
                D-2

            	
              —

            	
              Confirmation,
                Reaffirmation and Amendment of Subsidiary Guaranty

            
	 	 	 
	
              Exhibit
                E

            	
              —

            	
              Confirmation,
                Reaffirmation and Amendment of Subordination Agreement

            
	 	 	 
	
              Exhibit
                F

            	
              —

            	
              Confirmation,
                Reaffirmation and Amendment of Pledge Agreement

            
	 	 	 
	
              Exhibit
                G

            	
              —

            	
              [Intentionally
                Omitted]

            
	 	 	 
	
              Exhibit
                H-1

            	
              —

            	
              Form
                of Closing Opinion of Counsel for the Credit Parties

            
	
              Exhibit
                H-2

            	
              —

            	
              Form
                of Shelf Opinion of Counsel for the Credit Parties

            
	
              Exhibit
                H-3

            	
              —

            	
              Form
                of Shelf Opinion of Special Ohio Counsel
                for Kinro

            
	 	 	 
	
              Exhibit
                I

            	
              —

            	
              Form
                of Officer’s Certificate

            
	 	 	 
	
              Exhibit
                J

            	
              —

            	
              Form
                of Secretary’s Certificate for the Credit
                Parties

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    KINRO,
      INC.

    LIPPERT
      COMPONENTS, INC.

    200
      Mamaroneck Avenue

    White
      Plains, New York 10601

    


    Guaranteed
      By:

    DREW
      INDUSTRIES INCORPORATED

    


    As
      of
      November 25, 2008

    


    Prudential
      Investment Management, Inc.

    (herein
      called “Prudential”)

    


    Each
      of
      the Existing Noteholders (as hereinafter defined)

    


    Each
      Prudential Affiliate (as hereinafter defined)

    which
      becomes bound by certain provisions of 

    this
      Agreement as hereinafter provided (the “Purchasers”)

    


    c/o
      Prudential Capital Group

    1114
      Avenue of the Americas, 30th
      Floor

    New
      York,
      NY 10036

    


    Ladies
      and Gentlemen:

    


    KINRO,
      INC.,
      an Ohio
      corporation (“Kinro”),
      LIPPERT
      COMPONENTS, INC.,
      a
      Delaware corporation (“Lippert
      Components”,
      and
      together with Kinro, collectively, the “Co-Issuers”),
      and
DREW
      INDUSTRIES INCORPORATED,
      a
      Delaware corporation (the “Parent”,
      and,
      together with the Co-Issuers, the “Obligors”),
      each
      hereby agrees with each of you as follows:

     

    1.
       PRELIMINARY
      STATEMENTS; AUTHORIZATION OF SHELF NOTES. 

     

    1A.
       Prior
      Issuances. The
      Co-Issuers issued on (i) April 29, 2005 their 5.01% senior promissory notes
      due
      April 29, 2010 in the original aggregate principal amount of $20,000,000
      (collectively, the “2005
      Notes”)
      and
      (ii) June 13, 2006 their floating rate senior promissory notes due June 30,
      2013
      in the original aggregate principal amount of $15,000,000 (collectively, the
      “2006
      Notes”)
      pursuant to that certain Amended and Restated Note Purchase and Private Shelf
      Agreement dated as of June 13, 2006 (the “Existing
      Agreement”),
      among
      the Co-Issuers, the Parent, Prudential and each of the holders from time to
      time
      of the 2005 Notes and the 2006 Notes. The 2006 Notes have been repaid in full
      and are no longer outstanding. The holders of the 2005 Notes are each referred
      to herein as an “Existing
      Noteholder”
and,
      collectively, as the “Existing
      Noteholders”.
      The
      Obligors have requested that Prudential and each of the Existing Noteholders
      consent to the amendment and restatement of the Existing Agreement. Prudential
      and the Existing Noteholders have, subject to the satisfaction of the conditions
      set forth in paragraph 3A of this Agreement, consented to such request. The
      mutual agreement of the parties as to such matters is set forth in the amendment
      and restatement of the Existing Agreement and the 2005 Notes provided for in
      this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1B.
       Authorization
      of Amendment and Restatement of Existing Agreement.
      Subject
      to the satisfaction of the conditions precedent set forth in paragraph 3A of
      this Agreement, Prudential and the Existing Noteholder, by their execution
      of
      this Agreement, hereby agree and consent to the amendment and restatement in
      its
      entirety of the Existing Agreement by this Agreement, and, upon the satisfaction
      of such conditions precedent, the Existing Agreement shall be deemed so amended
      and restated. Subject to the satisfaction of the conditions set forth in
      paragraph 3A of this Agreement, Prudential and the Existing Noteholders, by
      their execution of this Agreement, hereby agree and consent to the amendment
      and
      restatement in their entirety of the 2005 Notes, on the terms set forth in
      paragraph 1C.

     

    1C.
       Amendment
      and Restatement of 2005 Notes. The
      outstanding principal amount of the 2005 Notes is $6,000,000 as of November
      25,
      2008. The 2005 Notes shall bear interest on the unpaid balance thereof from
      the
      date thereof until the principal thereof shall have become due and payable
      at
      the rate of 5.01% per annum and on overdue principal, overdue Yield-Maintenance
      Amount and overdue interest at the rate specified therein. On the Effective
      Date, the 2005 Notes shall be deemed to be, automatically and without any
      further action, amended and restated in their entirety as set forth on
Exhibit
      A-1
      attached
      hereto; except that the name of the registered holder, date, registration number
      and principal amount set forth in each 2005 Note shall remain the same. The
      term
“2005 Note”, and “2005 Notes” as used herein shall include each 2005 Note
      delivered pursuant to any provision of the Existing Agreement and this Agreement
      and each 2005 Note delivered in substitution or exchange for any such 2005
      Note
      pursuant to any provision of the Existing Agreement or this
      Agreement.

     

    1D.
       Authorization
      of Fixed Rate Shelf Notes. Each
      of
      the Co-Issuers will, jointly and severally with each other Co-Issuer, authorize
      the issue of its senior promissory notes (the “Fixed
      Rate Shelf Notes”)
      in the
      aggregate principal amount of up to $125,000,000, to be dated the date of issue
      thereof, to mature, in the case of each Fixed Rate Shelf Note so issued, no
      more
      than 12 years after the date of original issuance thereof, to have an average
      life, in the case of each Fixed Rate Shelf Note so issued, of no more than
      10
      years after the date of original issuance thereof, to bear interest on the
      unpaid balance thereof from the date thereof at the rate per annum, and to
      have
      such other particular terms, as shall be set forth, in the case of each Fixed
      Rate Shelf Note so issued, in the Confirmation of Acceptance with respect to
      such Fixed Rate Shelf Note delivered pursuant to paragraph 2E, and to be
      substantially in the form of Exhibit
      A-2
      attached
      hereto.

     

    1E.
       Authorization
      of Floating Rate Shelf Notes. Each
      of
      the Co-Issuers will, jointly and severally with each other Co-Issuer, authorize
      the issue of its senior promissory notes (the “Floating
      Rate Shelf Notes”)
      in the
      aggregate principal amount of up to $40,000,000, to be dated the date of issue
      thereof, to mature, in the case of each Floating Rate Shelf Note so issued,
      no
      more than 12 years after the date of original issuance thereof, to have an
      average life, in the case of each Floating Rate Shelf Note so issued, of no
      more
      than 10 years after the date of original issuance thereof, to bear interest
      on
      the unpaid balance thereof from the date thereof at the rate per annum, and
      to
      have such other particular terms, as shall be set forth, in the case of each
      Floating Rate Shelf Note so issued, in the Confirmation of Acceptance with
      respect to such Floating Rate Shelf Note delivered pursuant to paragraph 2E,
      and
      to be substantially in the form of Exhibit
      A-3
      attached
      hereto. There should be no more that four Series of Floating Rate Shelf
      Notes.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    The
      terms
“Shelf
      Note”
and
      “Shelf
      Notes”
as
      used
      herein shall include each Fixed Rate Shelf Note, each Floating Rate Shelf Note
      and each 2005 Note delivered pursuant to any provision of this Agreement and
      each Shelf Note delivered in substitution or exchange for any such Shelf Note
      pursuant to any such provision. Shelf Notes which have (i) the same final
      maturity, (ii) the same principal prepayment dates, (iii) the same principal
      prepayment amounts (as a percentage of the original principal amount of each
      Shelf Note), (iv) the same interest rate, (v) the same interest payment periods
      and (vi) the same date of issuance (which, in the case of a Shelf Note issued
      in
      exchange for another Shelf Note, shall be deemed for these purposes the date
      on
      which such Shelf Note’s ultimate predecessor Shelf Note was issued), are herein
      called a “Series”
of
      Shelf Notes.

     

    2.
       PURCHASE
      AND SALE OF SHELF NOTES.

     

    2A.
       Facility.
      Prudential is willing to consider, in its sole discretion and within limits
      which may be authorized for purchase by Prudential Affiliates from time to
      time,
      the purchase of Shelf Notes by Prudential Affiliates pursuant to this Agreement.
      The willingness of Prudential to consider such purchase of Shelf Notes is herein
      called the “Facility”.
      At any
      time, (i) $125,000,000, minus
      (ii) the
      aggregate outstanding principal amount of Shelf Notes purchased and sold
      pursuant to this Agreement prior to such time, minus
      (iii)
      the aggregate principal amount of Accepted Notes (as hereinafter defined) which
      have not yet been purchased and sold hereunder prior to such time, is herein
      called the “Available
      Facility Amount”
at
      such
      time. NOTWITHSTANDING
      THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL
      AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT
      NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE
      OR
      ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER
      TERMS
      WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN
      NO
      WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL
      AFFILIATE.

     

    2B.
       Issuance
      Period. Shelf
      Notes may be issued and sold pursuant to this Agreement until the earlier of
      (i)
      the third anniversary of the date of this Agreement (or if such anniversary
      is
      not a Business Day, the Business Day next preceding such anniversary) and (ii)
      the thirtieth day after Prudential shall have given to the Co-Issuers, or the
      Co-Issuers shall have given to Prudential, written notice stating that it elects
      to terminate the issuance and sale of Shelf Notes pursuant to this Agreement
      (or
      if such thirtieth day is not a Business Day, the Business Day next preceding
      such thirtieth day). The period during which Shelf Notes may be issued and
      sold
      pursuant to this Agreement is herein called the “Issuance
      Period”.

     

    2C.
       Request
      for Purchase.
      The
      Co-Issuers may from time to time during the Issuance Period make requests for
      purchases of Shelf Notes (each such request being herein called a “Request
      for Purchase”).
      Each
      Request for Purchase shall be made to Prudential by facsimile or overnight
      delivery service, and shall (i) specify the aggregate principal amount of Shelf
      Notes covered thereby, which shall not be less than $5,000,000 and not be
      greater than the Available Facility Amount at the time such Request for Purchase
      is made, (ii) specify the principal amounts, final maturities (which shall
      be no
      more than 12 years from the date of issuance), principal prepayment dates and
      amounts (which shall result in an average life of no more than 10 years) and
      interest payment periods (which may be quarterly or semi-annually, payment
      in
      arrears, in the case of a Fixed Rate Shelf Note and shall be an Interest Period,
      payment in arrears, in the case of a Floating Rate Shelf Note) of the Shelf
      Notes covered thereby (provided, however, that no more than $20,000,000 in
      aggregate principal amount of Shelf Notes outstanding from time to time may
      be
      due in any calendar year), (iii) specify the proposed optional prepayment
      provisions of the Floating Rate Shelf Notes (if any) covered thereby, (iv)
      specify whether the rate quotes are to contain fixed rates of interest, floating
      rates of interest or both fixed and floating rates of interest, (v) specify
      the
      use of proceeds of such Shelf Notes, (vi) specify the proposed day for the
      closing of the purchase and sale of such Shelf Notes, which (x) in the case
      of
      any Fixed Rate Shelf Note, shall be a Business Day during the Issuance Period
      not less than 10 days and not more than 30 days after the making of such Request
      for Purchase or (y) in the case of any Floating Rate Shelf Note, shall be a
      Business Day which is ten (10) days following the Acceptance Day in respect
      of
      such Floating Rate Shelf Note, (vii) specify the number of the account and
      the
      name and address of the depository institution to which the purchase prices
      of
      such Shelf Notes are to be transferred on the Closing Day for such purchase
      and
      sale, (viii) certify that the representations and warranties contained in
      paragraph 8 are true on and as of the date of such Request for Purchase, subject
      to such changes and exceptions thereto, if any, as may be indicated in the
      Request for Purchase and are reasonably acceptable to Prudential, (ix) certify
      that there exists on the date of such Request for Purchase no Event of Default
      or Default, (x) specify the Designated Spread for such Fixed Rate Shelf Notes
      and (xi) be substantially in the form of Exhibit
      B
      attached
      hereto. Each Request for Purchase shall be in writing and shall be deemed made
      when received by Prudential.

     

    
      
        
        

      

      
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    2D.
       Rate
      Quotes.
      Not
      later than five Business Days after the Co-Issuers shall have given Prudential
      a
      Request for Purchase pursuant to paragraph 2C, Prudential may, but shall be
      under no obligation to, provide to the Co-Issuers by telephone or facsimile,
      in
      each case between 9:30 A.M. and 1:30 P.M. New York City local time (or such
      later time as Prudential may elect) interest rate quotes for the several
      principal amounts (any interest rate quotes so provided shall be (i) fixed
      rate
      quotes if the Co-Issuers requested fixed rate quotes pursuant to sub-paragraph
      2C(iv) and/or (ii) floating rate quotes if the Co-Issuers requested floating
      rate quotes pursuant to sub-paragraph 2C(iv)), maturities, principal prepayment
      schedules, Designated Spreads or Applicable Margins (if applicable) and interest
      payment periods of Shelf Notes specified in such Request for Purchase. Each
      quote shall represent the interest rate per annum payable on the outstanding
      principal balance of such Shelf Notes, until such balance shall have become
      due
      and payable, at which Prudential or a Prudential Affiliate would be willing
      to
      purchase such Shelf Notes at 100% of the principal amount thereof.

     

    2E.
       Acceptance.
      Within
      30 minutes after Prudential shall have provided any interest rate quotes
      pursuant to paragraph 2D or such shorter period as Prudential may specify to
      the
      Co-Issuers (such period herein called the “Acceptance
      Window”),
      the
      Co-Issuers may, subject to paragraph 2F, elect to accept such interest rate
      quotes as to not less than $5,000,000 aggregate principal amount of the Shelf
      Notes specified in the related Request for Purchase. Such election shall be
      made
      by an Authorized Officer of each of the Co-Issuers notifying Prudential by
      telephone or facsimile within the Acceptance Window that each of the Co-Issuers
      elects to accept such interest rate quotes, specifying the Shelf Notes (each
      such Shelf Note being herein called an “Accepted
      Note”)
      as to
      which such acceptance (herein called an “Acceptance”)
      relates. The day the Co-Issuers notify Prudential of an Acceptance with respect
      to any Accepted Notes is herein called the “Acceptance
      Day”
for
      such Accepted Notes. Any interest rate quotes as to which Prudential does not
      receive an Acceptance within the Acceptance Window shall expire, and no purchase
      or sale of Shelf Notes hereunder shall be made based on such expired interest
      rate quotes. Subject to paragraphs 2B and 2F and the other terms and conditions
      hereof, the Co-Issuers agree jointly and severally to sell to one or more
      Prudential Affiliates, and Prudential agrees to cause the purchase by one of
      more Prudential Affiliates of, the Accepted Notes at 100% of the principal
      amount of such Accepted Notes. As soon as practicable following the Acceptance
      Day, the Co-Issuers and each Prudential Affiliate which is to purchase any
      such
      Accepted Notes will execute a confirmation of such Acceptance substantially
      in
      the form of Exhibit
      C
      attached
      hereto (herein called a “Confirmation
      of Acceptance”).
      If
      the Co-Issuers should fail to execute and return to Prudential within three
      Business Days following receipt thereof a Confirmation of Acceptance with
      respect to any Accepted Notes, Prudential or any Prudential Affiliate may at
      its
      election at any time prior to its receipt thereof cancel the closing with
      respect to such Accepted Notes by so notifying the Co-Issuers in
      writing.

     

    
      
        
        

      

      
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    2F.
       Market
      Disruption.
      Notwithstanding the provisions of paragraph 2E, if Prudential shall have
      provided interest rate quotes pursuant to paragraph 2D and thereafter prior
      to
      the time an Acceptance with respect to such quotes shall have been notified
      to
      Prudential in accordance with paragraph 2E the domestic market for U.S. Treasury
      securities or other financial instruments shall have closed or there shall
      have
      occurred a general suspension, material limitation, or significant disruption
      of
      trading in securities generally on the New York Stock Exchange or in the
      domestic market for U.S. Treasury securities or other financial instruments,
      or
      in the case of quotes with respect to Floating Rate Shelf Notes, a general
      suspension, material limitation or significant disruption in the London
      interbank market, then such interest rate quotes shall expire, and no purchase
      or sale of Shelf Notes hereunder shall be made based on such expired interest
      rate quotes. If the Co-Issuers thereafter notify Prudential of the Acceptance
      of
      any such interest rate quotes, such Acceptance shall be ineffective for all
      purposes of this Agreement, and Prudential shall promptly notify the Co-Issuers
      that the provisions of this paragraph 2F are applicable with respect to such
      Acceptance.

     

    2G.
       Facility
      Closings.
      Not
      later than 11:30 A.M. (New York City local time) on the Closing Day for any
      Accepted Notes, the Co-Issuers will deliver to each Purchaser listed in the
      Confirmation of Acceptance relating thereto at the offices of the Prudential
      Capital Group, 1114 Avenue of the Americas, 30th
      Floor,
      New York, NY 10036 (or such other address as Prudential may specify in writing),
      the Accepted Notes to be purchased by such Purchaser in the form of one or
      more
      Shelf Notes in authorized denominations as such Purchaser may request for each
      Series of Accepted Notes to be purchased on such Closing Day, dated such Closing
      Day and registered in such Purchaser's name (or in the name of its nominee),
      against payment of the purchase price thereof by transfer of immediately
      available funds for credit to the Co-Issuers’ account specified in the Request
      for Purchase of such Shelf Notes. If the Co-Issuers fail to tender to any
      Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled
      Closing Day for such Accepted Notes as provided above in this paragraph 2G,
      or
      any of the conditions specified in paragraph 3 shall not have been fulfilled
      by
      the time required on such scheduled Closing Day, the Co-Issuers shall, prior
      to
      1:00 P.M. New York City local time, on such scheduled Closing Day notify
      Prudential (which notification shall be deemed received by each Purchaser)
      in
      writing whether (i) such closing is to be rescheduled (such rescheduled date
      to
      be a Business Day during the Issuance Period not less than one Business Day
      and
      not more than 10 Business Days after such scheduled Closing Day (the
“Rescheduled
      Closing Day”))
      and
      certify to Prudential (which certification shall be for the benefit of each
      Purchaser) that the Co-Issuers reasonably believe that they will be able to
      comply with the conditions set forth in paragraph 3 on such Rescheduled Closing
      Day and that the Co-Issuers will pay the Delayed Delivery Fee in accordance
      with
      paragraph 2H(2) or (ii) such closing is to be canceled and that the Co-Issuers
      will pay the Cancellation Fee as provided in paragraph 2H(3). In the event
      that
      the Co-Issuers shall fail to give such notice referred to in the preceding
      sentence, Prudential (on behalf of each Purchaser) may at its election, at
      any
      time after 1:00 P.M., New York City local time, on such scheduled Closing Day,
      notify the Co-Issuers in writing that such closing is to be canceled and the
      Co-Issuers are obligated to pay the Cancellation Fee as provided in paragraph
      2H(3). Notwithstanding anything to the contrary appearing in this Agreement,
      the
      Co-Issuers may elect to reschedule a closing with respect to any given Accepted
      Notes on not more than one (1) occasion, unless Prudential shall have otherwise
      consented in writing.

     

    
      
        
        

      

      
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    2H.
       Fees.
      

     

    2H(1)
       Issuance
      Fee.
      The
      Co-Issuers will pay to each Purchaser of Accepted Notes in immediately available
      funds a fee (herein called the “Issuance
      Fee”)
      on
      each Closing Day for Accepted Notes in an amount equal to 0.10% of the aggregate
      principal amount of Shelf Notes sold to such Purchaser on such Closing
      Day.

     

    2H(2)
       Fixed
      Rate Shelf Notes Delayed Delivery Fee.
      If (i)
      the rate of interest specified in a Confirmation of Acceptance in respect of
      any
      such Accepted Note is a fixed rate of interest and (ii) the closing of the
      purchase and sale of any Accepted Note is delayed for any reason beyond the
      original Closing Day for such Accepted Note, the Co-Issuers will pay to the
      Purchaser of such Accepted Note (a) on the Cancellation Date or actual closing
      date of such purchase and sale and (b) if earlier, the next Business Day
      following 90 days after the Acceptance Day for such Accepted Note and on the
      Business Day following the end of each 90-day period ending thereafter, a fee
      (herein called the “Delayed
      Delivery Fee”)
      calculated as follows:

     

    (BEY
      -
      MMY) X DTS/360 X PA

     

    where
      “BEY”
means
      Bond Equivalent Yield, i.e.,
      the
      bond equivalent yield per annum of such Accepted Note; “MMY”
means
      Money Market Yield, i.e.,
      the
      yield per annum on a commercial paper investment of the highest quality selected
      by Prudential on the date Prudential receives notice of the delay in the closing
      for such Accepted Note having a maturity date or dates the same as, or closest
      to, the Rescheduled Closing Day or Rescheduled Closing Days (a new alternative
      investment being selected by Prudential each time such closing is delayed);
      “DTS”
means
      Days to Settlement, i.e.,
      the
      number of actual days elapsed from and including the original Closing Day with
      respect to such Accepted Note (in the case of the first such payment with
      respect to such Accepted Note) or from and including the date of the next
      preceding payment (in the case of any subsequent delayed delivery fee payment
      with respect to such Accepted Note) to but excluding the date of such payment;
      and “PA”
means
      Principal Amount, i.e.,
      the
      principal amount of the Accepted Note for which such calculation is being made.
      In no case shall the Delayed Delivery Fee be less than zero. Nothing contained
      herein shall obligate any Purchaser to purchase any Accepted Note on any day
      other than the Closing Day for such Accepted Note, as the same may be
      rescheduled from time to time in compliance with paragraph 2G.

     

    
      
        
        

      

      
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    2H(3)
       Fixed
      Rate Shelf Notes Cancellation Fee.
      If (i)
      the rate of interest specified in a Confirmation of Acceptance in respect of
      any
      such Accepted Note is a fixed rate of interest and (ii) the Co-Issuers at any
      time notify Prudential in writing that they are canceling the closing of the
      purchase and sale of such Accepted Note, or if Prudential or any Prudential
      Affiliate notifies the Co-Issuers in writing under the circumstances set forth
      in the last sentence of paragraph 2E or the penultimate sentence of paragraph
      2G
      that the closing of the purchase and sale of such Accepted Note is to be
      canceled, or if the closing of the purchase and sale of such Accepted Note
      is
      not consummated on or prior to the last day of the Issuance Period (the date
      of
      any such notification, or the last day of the Issuance Period, as the case
      may
      be, being herein called the “Cancellation
      Date”),
      the
      Co-Issuers will pay the Purchasers in immediately available funds an amount
      (the
“Cancellation
      Fee”)
      calculated as follows:

     

    PI
      X
      PA

     

    where
      “PI”
means
      Price Increase, i.e.,
      the
      quotient (expressed in decimals) obtained by dividing (a) the excess of the
      ask
      price (as determined by Prudential) of the Hedge Treasury Note(s) on the
      Cancellation Date over the bid price (as determined by Prudential) of the Hedge
      Treasury Notes(s) on the Acceptance Day for such Accepted Note by (b) such
      bid
      price; and “PA”
has
      the
      meaning ascribed to it in paragraph 2H(2). The foregoing bid and ask prices
      shall be as reported by TradeWeb LLC (or, if such data for any reason ceases
      to
      be available through TradeWeb LLC, any publicly available source of similar
      market data as is then customarily used by Prudential). Each price shall be
      rounded to the second decimal place. In no case shall the Cancellation Fee
      be
      less than zero.

     

    2I.
       Floating
      Rate Shelf Note Provisions.

     

    2I(1)
       Interest.
      Floating
      Rate Shelf Notes shall bear interest on the unpaid balance thereof, during
      each
      Interest Period, at a rate per annum equal to the LIBOR Rate in respect of
      such
      Interest Period (unless such Floating Rate Shelf Notes shall bear interest
      at
      the Prime Rate or a fixed rate of interest in accordance with any of clause
      2I(3), 2I(4) or 2I(5) of this paragraph 2I). The LIBOR Rate in respect of any
      such Interest Period shall be determined (a) by Prudential so long as Prudential
      Affiliates hold at least 66 2/3% of the aggregate principal amount of the Shelf
      Notes outstanding at such time, and (b) in all other circumstances, by the
      holder(s) of the largest aggregate principal amount of Floating Rate Shelf
      Notes
      outstanding at such time. Interest on the Floating Rate Shelf Notes shall (1)
      be
      payable (w) on the last day of each Interest Period or if such Interest Period
      is longer than three (3) months, on the date which occurs three (3) months
      after
      the first day of such Interest Period, (x) on the date of any prepayment (on
      the
      amount prepaid), (y) at maturity (whether accelerated or otherwise) and (z)
      after such maturity, on demand; and (2) be computed on the actual number of
      days
      elapsed over, in the case of any Floating Rate Shelf Note bearing interest
      at
      the LIBOR Rate, a year of 360 days and, in the case of any Floating Rate Shelf
      Note bearing interest at the Prime Rate, a year of 365 or 366 days, as the
      case
      may be.

     

    
      
        
        

      

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

     

    (ii) If
      the
      Co-Issuers fail to properly give any notice with respect to any outstanding
      Floating Rate Shelf Note pursuant to paragraph 2I(1)(i) in a timely manner,
      the
      Co-Issuers shall be deemed to have elected an Interest Period of equivalent
      duration to the immediately preceding Interest Period. Promptly after the
      beginning of each Interest Period, at the written request of the Co-Issuers,
      Prudential or the holder of the greatest aggregate principal amount of the
      applicable Series of Floating Rate Shelf Notes, as provided in clause (1) of
      this paragraph 2I, shall notify the Co-Issuers of the LIBOR Rate for such
      Interest Period. Failure to give any such notice shall not affect the
      obligations of the Co-Issuers hereunder nor create any liability on any holder
      of such Shelf Note. Each determination of the applicable interest rate on any
      portion of the outstanding principal amount of such Series of Floating Rate
      Shelf Notes for any Interest Period by such holder of the Shelf Notes of the
      applicable Series in accordance with this paragraph 2I(1)(ii) shall be
      conclusive and binding upon the Co-Issuers and all holders of such Shelf Notes
      absent manifest error.

     

    2I(2)
       Breakage
      Cost Obligation.

     

    (i) The
      Co-Issuers agree to indemnify each holder of Floating Rate Shelf Notes for,
      and
      to pay promptly to such holder upon written request, any amounts required to
      compensate such holder for any losses, costs or expenses sustained or incurred
      by such holder (including, without limitation, any loss (excluding loss of
      anticipated profits and punitive damages), cost or expense sustained or incurred
      by reason of the liquidation or reemployment of deposits or other funds acquired
      to fund or maintain any loan evidenced by a Floating Rate Shelf Note) as a
      consequence of (a) any event (including any prepayment of Floating Rate Shelf
      Notes pursuant to paragraphs 4A or 4B or any acceleration of Floating Rate
      Shelf
      Notes in accordance with paragraph 7A) which results in (x) such holder
      receiving any amount on account of the principal of a Floating Rate Shelf Note
      prior to the end of the Interest Period in effect therefor or (y) the conversion
      of the interest rate applicable to any Floating Rate Note from the LIBOR Rate
      to
      the Prime Rate or a fixed rate of interest pursuant to any provision of this
      paragraph 2I other than on the last day of the Interest Period in effect
      therefor, (b) any default in the making of any payment or prepayment required
      to
      be made in respect of the Floating Rate Shelf Notes, or (c) the closing of
      the
      purchase and sale of any Floating Rate Shelf Note being delayed for any reason
      beyond the date which is ten (10) days following the Acceptance Day in respect
      of such Floating Rate Shelf Note (such amount being the “Breakage
      Cost Obligation”).

     

    
      
        
        

      

      
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    (ii) A
      certificate of any holder of Floating Rate Shelf Notes setting forth any amount
      or amounts which such holder is entitled to receive pursuant to this paragraph
      2I(2), together with calculations in reasonable detail reflecting the basis
      for
      such amount or amounts, shall be delivered to the Co-Issuers and shall be
      conclusive absent manifest error. Subject to the preceding sentence, the
      Co-Issuers agree to pay such holder the amount shown as due on any such
      certificate within five (5) Business Days after receipt of such certificate
      and
      accompanying calculation.

     

    2I(3)
       Reserve
      Requirement, Change in Circumstances.

     

    (i) Notwithstanding
      any other provision of this Agreement, if after the date of this Agreement
      any
      change in applicable law or regulation or in the interpretation or
      administration thereof by any Governmental Authority charged with the
      interpretation or administration thereof (whether or not having the force of
      law) shall change the basis of taxation of payments to any holder of a Floating
      Rate Shelf Note of the principal of or interest on any Floating Rate Shelf
      Note
      or any fees, expenses or indemnities payable hereunder (other than changes
      in
      respect of franchise or other taxes imposed on the overall net income of such
      holder or any participant by the United States or the jurisdiction in which
      such
      holder or such participant has its principal office or by any political
      subdivision or taxing authority therein), or shall impose, modify or deem
      applicable any reserve, special deposit or similar requirement against assets
      of, deposits with or for the account of or credit extended by any holder of
      Floating Rate Shelf Notes or shall impose on such holder or the London interbank
      market any other condition affecting this Agreement or Floating Rate Shelf
      Notes
      held by such holder and the result of any of the foregoing shall be to increase
      the cost to such holder of making or maintaining any loan at the LIBOR Rate
      or
      to reduce the amount of any payment received or receivable by such holder
      hereunder or under any of the Floating Rate Shelf Notes (whether of principal,
      interest or otherwise) by an amount reasonably deemed by such holder to be
      material, then, subject to paragraph 2I(4) hereof, the Issuers will pay to
      such
      holder such additional amount or amounts as will compensate such holder for
      such
      additional costs incurred or reduction suffered. 

     

    (ii) If
      any
      holder of a Floating Rate Shelf Note shall have reasonably determined that
      the
      adoption after the date hereof of any law, rule, regulation, agreement or
      guideline regarding capital adequacy, or any change after the date hereof in
      any
      law, rule, regulation, agreement or guideline (whether such law, rule,
      regulation, agreement or guideline subject to such change has been adopted
      before or after the date hereof) or in the interpretation or administration
      thereof, or compliance by such holder with any request or directive regarding
      capital adequacy (whether or not having the force of law) of any Governmental
      Authority has or would have the effect of reducing the rate of return on such
      holder’s capital as a consequence of extending credit with respect to a Floating
      Rate Shelf Note to a level below that which such holder could have achieved
      but
      for such applicability, adoption, change or compliance (taking into
      consideration such holder’s policies with respect to capital adequacy) by an
      amount reasonably deemed by such holder to be material, then from time to time
      the Co-Issuers agree to pay to such holder, subject to paragraph 2I(4) hereof
      and the foregoing provisions of this paragraph 2I(3)(ii), such additional amount
      or amounts as will compensate such holder for any such reduction
      suffered.

     

    
      
        
        

      

      
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    (iii) A
      holder
      of Floating Rate Shelf Notes shall deliver to the Co-Issuers, promptly after
      it
      has made a determination that any of the circumstances specified in the
      foregoing clauses (i) or (ii) apply, a certificate setting forth (a) the amount
      or amounts necessary to compensate such holder as specified in clause (i) or
      (ii) above, which certificate shall be conclusive absent manifest error, (b)
      the
      Prime Rate that would be applicable to any such Floating Rate Shelf Notes if
      the
      Co-Issuers convert such Floating Rate Shelf Notes from the LIBOR Rate to the
      Prime Rate pursuant to paragraph 2I(4) hereof, and (c) the fixed rate of
      interest that would be applicable to any such Floating Rate Shelf Notes if
      the
      Co-Issuers convert such Floating Rate Shelf Notes from the LIBOR Rate to a
      fixed
      rate of interest pursuant to paragraph 2I(4) hereof. Subject to paragraph 2I(4)
      hereof and the foregoing provisions of this paragraph 2I(3)(iii), the Co-Issuers
      agree to pay such holder the amount shown as due, referred to in clause (a)
      of
      this paragraph 2I(3)(iii), on any such certificate within five (5) Business
      Days
      after its receipt of the same.

     

    (iv) Subject
      to paragraph 2I(3)(v), failure or delay on the part of any holder of Floating
      Rate Shelf Notes to demand compensation for any increased costs or reduction
      in
      amounts received or receivable or reduction in return on capital shall not
      constitute a waiver of such holder’s right to demand such compensation with
      respect to any period. The protection of this paragraph shall be available
      to
      any such holder regardless of any possible contention of the invalidity or
      inapplicability of the law, rule, regulation, agreement, guideline or other
      change or condition that shall have occurred or been imposed.

     

    (v) Notwithstanding
      the foregoing clauses (i) and (ii) of this paragraph 2I(3) and subject to
      paragraph 2I(4) hereof, the Co-Issuers shall only be obligated to compensate
      a
      holder of Floating Rate Shelf Notes for any amount described in such clauses
      (i)
      or (ii) arising or accruing during (a) any time period commencing not more
      than
      three months prior to the date on which such holder shall have notified the
      Co-Issuers that such holder proposes to demand such compensation and shall
      have
      identified to the Co-Issuers the statute, regulation or other basis upon which
      the claimed compensation is or will be based and (b) any time or period during
      which, because of the retroactive application of the statute, regulation or
      other basis, such holder did not know that such amount would arise or
      accrue.

     

    
      
        
        

      

      
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    2I(4)
       Illegality. Notwithstanding
      any other provision of this Agreement, if, after the date hereof, any change
      in
      any law or regulation or in the interpretation thereof by any Governmental
      Authority charged with the administration or interpretation thereof shall make
      it unlawful for any holder of the Floating Rate Shelf Notes to extend credit
      at
      the LIBOR Rate or to give effect to its obligations as contemplated hereby
      with
      respect to any extension of credit at the LIBOR Rate, then (i) such holder
      shall
      promptly deliver to the Co-Issuers a certificate notifying the Co-Issuers of
      such circumstances and setting forth (a) the Prime Rate that would be applicable
      to any such Floating Rate Shelf Notes if the Co-Issuers convert such Floating
      Rate Shelf Notes from the LIBOR Rate to the Prime Rate pursuant to paragraph
      2I(6) hereof, and (b) the fixed rate of interest that would be applicable to
      any
      such Floating Rate Shelf Notes if the Co-Issuers convert such Floating Rate
      Shelf Notes from the LIBOR Rate to a fixed rate of interest pursuant to
      paragraph 2I(4) hereof (which notice shall be withdrawn when such holder
      determines in good faith that such circumstances no longer exist), (ii) the
      obligation of such holder to extend credit with respect to the Floating Rate
      Shelf Notes at the LIBOR Rate or to continue extending credit at the LIBOR
      Rate
      shall forthwith be cancelled and, until such time as it shall no longer be
      unlawful for such holder to extend credit at the LIBOR Rate, such holder shall
      then be obligated only to extend credit at either the Prime Rate or a fixed
      rate
      of interest, at the Co-Issuers’ option pursuant to the terms of paragraph 2I(6)
      below.

     

    2I(5)
       Inability
      to Determine Interest Rate.
      If one
      (1) Business Day prior to the first day of any Interest Period, any holder
      of
      Floating Rate Shelf Notes shall have determined in good faith (which
      determination shall be conclusive and binding upon the Co-Issuers) that, by
      reason of circumstances affecting the London interbank market, adequate and
      reasonable means do not exist for ascertaining the LIBOR Rate for such Interest
      Period in accordance with the definition of “LIBOR Rate”, such holder shall give
      facsimile or telephonic notice followed by written notice thereof to the
      Co-Issuers as soon as practicable thereafter. If such notice is given, any
      outstanding Floating Rate Shelf Notes bearing interest at the LIBOR Rate shall
      be converted, at the end of the then applicable Interest Period, to bear
      interest at the Prime Rate. Each such Floating Rate Shelf Note shall continue
      to
      bear interest at the Prime Rate until such time as such holder has determined
      in
      good faith that adequate and reasonable means exist for ascertaining the LIBOR
      Rate. Upon any such determination by such holder, such holder shall promptly
      deliver to the Co-Issuers written notice that circumstances causing such
      conversion from the LIBOR Rate to the Prime Rate have ceased, and on the first
      day of the next succeeding Interest Period (deemed to be the Interest Period
      of
      equivalent duration to the Interest Period elected by the Issuers in the most
      recent written notice received from the Co-Issuers to each holder of a Floating
      Rate Shelf Note pursuant to paragraph 2I(1)(i)), each Floating Rate Shelf Note
      shall bear interest at the LIBOR Rate determined as originally defined
      hereby.

     

    2I(6)
       Optional
      Conversion of Interest Rate.
      Notwithstanding any other provision of this paragraph 2I, upon the occurrence
      of
      any of the events or circumstances set forth in paragraphs 2I(3), 2I(4) or
      2I(5)
      herein, and upon receipt by the Co-Issuers of a certificate delivered by any
      holder of Floating Rate Shelf Notes pursuant to any such paragraph, the
      Co-Issuers may, at the Co-Issuers’ option, by written notice to such holder
      within five (5) Business Days of receipt of any such certificate, convert the
      interest rate applicable to the Floating Rate Shelf Note held by such holder
      bearing interest at the LIBOR Rate to either (a) the Prime Rate, or (b) a fixed
      rate of interest, each as determined by the holder of the applicable Floating
      Rate Shelf Notes and as set forth in such certificates. (In the case of a fixed
      rate of interest, such rate shall be determined by the holder of the applicable
      Floating Rate Shelf Notes on the basis that the Shelf Note to bear such rate
      shall mature on the originally scheduled maturity date of such Shelf Note,
      with
      the same amortization schedule, and with interest payable semiannually beginning
      on the date that is 6 months after the conversion date.) Such conversion shall
      be effective upon receipt of such notice by such holder. Any Floating Rate
      Shelf
      Note bearing a fixed rate of interest as the result of a conversion pursuant
      to
      this paragraph 2I(6) shall be treated as a Fixed Rate Shelf Note for all
      purposes hereof (including, without limitation, prepayment) after such
      conversion. Any conversion of a Floating Rate Shelf Note bearing interest at
      the
      LIBOR Rate to a Note bearing a fixed rate of interest as the result of a
      conversion pursuant to this paragraph 2I(6) shall be permanent. Any conversion
      of a Floating Rate Shelf Note bearing interest at the LIBOR Rate to a Shelf
      Note
      bearing interest at the Prime Rate may be converted to a Shelf Note bearing
      interest at the LIBOR Rate in accordance with the procedure set forth in
      paragraph 2I(1). If any such conversion of a Floating Rate Shelf Note occurs
      on
      a day which is not the last day of the then current Interest Period with respect
      thereto, the Co-Issuers shall pay to such holder such amounts, if any as may
      be
      required pursuant to paragraph 2I(2). Any such conversion from the LIBOR Rate
      to
      the Prime Rate or a fixed rate of interest pursuant to this paragraph 2I(6)
      shall replace the Co-Issuers’ obligations to pay the amounts referred to in
      paragraph 2I(3)(i) solely to the extent that such amounts have not yet been
      incurred by any holder of a Floating Rate Shelf Note at the time of such
      conversion. 

     

    
      
        
        

      

      
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    2I(7)
       Effectiveness
      of Provisions.
      The
      provisions of this paragraph 2I shall remain operative and in full force and
      effect regardless of the expiration of the term of this Agreement, the
      consummation of the transactions contemplated hereby, the repayment of any
      of
      the Floating Rate Shelf Notes, the invalidity or unenforceability of any term
      or
      provision of this Agreement or any Floating Rate Shelf Note, or any
      investigation made by or on behalf of any holder of Floating Rate Shelf
      Notes.

     

    2I(8)
       Avoidance
      by holders of Notes.
      Each of
      the holders of the Notes agrees that, upon the occurrence of any event giving
      rise to the operation of paragraphs 2I(3) or 2I(4) with respect to such holder
      it will, if requested by the Co-Issuers, use reasonable efforts (subject to
      overall policy considerations of such holder for any loans affected by such
      event), to avoid the consequence of the event giving rise to the operation
      of
      any such paragraph, provided
      that any
      action taken in connection with such efforts does not result in such holder
      suffering any material economic, legal or regulatory disadvantage. Nothing
      in
      this paragraph 2I(8) shall affect or postpone any of the obligations of the
      Co-Issuers or the right of the holders of Note provided in paragraphs 2I(3)
      or
      2I(4).

     

    2I(9)
       Tax
      Forms.

     

    (i) Each
      holder of Notes that is not organized under the laws of the U.S. or a state
      thereof (each a “Non-U.S.
      Noteholder”)
      agrees
      that it will, not more than ten Business Days after the date of this Agreement,
      (a) deliver to the Co-Issuers two duly completed copies of U.S. Internal Revenue
      Service Form W-8BEN or W-8ECI, certifying in either case that such holder is
      entitled to receive payments under this Agreement without deduction or
      withholding of any, or is subject to a reduced rate of withholding of, U.S.
      federal income taxes, and (b) deliver to the Co-Issuers a U.S. Internal Revenue
      Form W-8 or W-9, as the case may be, and certify that it is entitled to an
      exemption from U.S. backup withholding tax. Each Non-U.S. Noteholder further
      undertakes to deliver to each of the Co-Issuers (x) renewals or additional
      copies of such form (or any successor form) on or before the date that such
      form
      expires or become obsolete, and (y) after the occurrence of any event requiring
      a change in the most recent forms so delivered by it, such additional forms
      or
      amendments thereto as may be reasonably requested by the Co-Issuers. All forms
      or amendments described in the preceding sentence shall certify that such holder
      is entitled to receive payments under this Agreement without deduction or
      withholding of any, or is subject to a reduced rate of withholding of, U.S.
      federal income taxes, unless an event (including without limitation any change
      in treaty, law or regulation) has occurred prior to the date on which any such
      delivery would otherwise be required which renders all such forms inapplicable
      or which would prevent such holder from duly completing and delivering any
      such
      form or amendment with respect to it and such holder advises the Co-Issuers
      that
      it is not capable of receiving payments without any deduction or withholding,
      or
      at the reduced rate of withholding, of U.S. federal income tax. Notwithstanding
      any other provision of this paragraph, a Non-U.S. Noteholder shall not be
      required to deliver any form pursuant to this paragraph that such Non-U.S.
      Noteholder is not legally able to deliver.

     

    
      
        
        

      

      
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    (ii) For
      any
      period during which a Non-U.S. Noteholder has failed to provide the Co-Issuers
      with an appropriate form pursuant to clause (i) of this paragraph 2I(9) (unless
      such failure is due to a change in treaty, law, or regulation, or any change
      in
      the interpretation or administration thereof by any governmental authority,
      occurring subsequent to the date on which a form originally was required to
      be
      provided), such Non-U.S. Noteholder shall not be entitled to indemnification
      under paragraph 2I(3) with respect to income taxes imposed by the United States;
      provided that, should a Non-U.S.Noteholder which is otherwise exempt from or
      subject to a reduced rate of withholding tax become subject to taxes because
      of
      its failure to deliver a form required under such clause (i), the Co-Issuers
      shall, at the expense of such Non-U.S. Noteholder, take such steps as such
      Non-U.S. Noteholder shall reasonably request to assist such Non-U.S. Noteholder
      to recover such taxes.

     

    (iii) To
      the
      extent that withholding tax indemnification of the holders of Notes is provided
      for herein, any holder of Notes that is entitled to an exemption from or
      reduction of withholding tax with respect to payments under this Agreement
      or
      any Note pursuant to the law of any relevant jurisdiction or any relevant treaty
      shall deliver to the Co-Issuers at the time or times prescribed by applicable
      law, such properly completed and executed documentation prescribed by applicable
      law as will permit such payments to be made without withholding or at a reduced
      rate; provided that (a) the Co-Issuers have delivered a written request to
      such holder to deliver such documentation, and have provided the forms thereof
      (together with instructions therefor in the English language, or an English
      translation thereof), at least 60 days prior to such prescribed time or times
      and (b) the delivery of such documentation would not (in such holder's
      reasonable judgment) impose any unreasonable burden (in time, resources or
      otherwise) on such holder or result in any confidential or proprietary income
      tax return information being revealed directly or indirectly to any Person
      (it
      being understood that a holder shall not have any obligation under this clause
      (iii) if any condition in this proviso shall not be satisfied).

     

    
      
        
        

      

      
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    3.
       CONDITIONS
      OF CLOSING. 

     

    3A.
       Conditions
      to Effectiveness. The
      agreement of Prudential and the Existing Noteholders to amend and restate the
      Existing Agreement in its entirety as provided herein is subject to the
      satisfaction, on or before the Effective Date, of the following
      conditions:

     

    3A(1)
       Prudential
      shall have received the following documents, each duly executed and delivered
      by
      the party or parties thereto and in form and substance satisfactory to
      Prudential:

     

    (i) Confirmation,
      Reaffirmation and Amendment of Parent Guarantee Agreement, dated as of the
      date
      hereof, executed by the Parent, Prudential and the holders from time to time
      of
      the Shelf Notes, in the form of Exhibit D-1
      hereto
      (the “Confirmation
      and Reaffirmation of Parent Guaranty”);

     

    (ii) Confirmation,
      Reaffirmation and Amendment of Subsidiary Guarantee Agreement, dated as of
      the
      date hereof, executed by each of the Subsidiary Guarantors, Prudential and
      the
      holders from time to time of the Shelf Notes, in the form of Exhibit D-2
      hereto
      (the “Confirmation
      and Reaffirmation of Subsidiary Guaranty”);

     

    (iii) Confirmation,
      Reaffirmation and Amendment of Subordination Agreement, dated as of the date
      hereof, by and among the Credit Parties, Prudential and each of the other
      holders from time to time of the Shelf Notes, in the form of Exhibit E
      hereto
      (the “Confirmation
      and Reaffirmation of Subordination Agreement”);

     

    (iv) Confirmation,
      Reaffirmation and Amendment of Pledge and Security Agreement, dated as of the
      date hereof, executed by the Obligors and the Subsidiary Guarantors (other
      than
      any Subsidiary Guarantors that are limited liability companies or limited
      partnerships) in favor of the Security Trustee, as secured party, for the
      benefit of the holders from time to time of Shelf Notes, in the form of
Exhibit
      F
      hereto
      (the “Confirmation
      and Reaffirmation of Pledge Agreement”);

     

    (v) the
      Intercreditor Agreement; 

     

    (vi) Amendment
      to the Trust Agreement, dated as of the date hereof, executed by the Co-Issuers,
      the Purchasers, the Existing Noteholders and the Security Trustee;
      and

     

    
      
        
        

      

      
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    (vii) such
      other certificates, documents and agreements as Prudential may request
      (including those referenced in paragraph 3B).

     

    3A(2)
       Opinions
      of Counsel.
      Prudential shall have received:

     

    (i) from
      Bingham McCutchen LLP, a favorable opinion satisfactory to Prudential as to
      such
      matters incident to the matters herein contemplated as it may reasonably
      request; and

     

    (ii) from
      Harvey F. Milman, chief legal officer to the Credit Parties, a favorable opinion
      satisfactory to Prudential and substantially in the form of Exhibit
      H-1
      attached
      hereto. The Obligors hereby direct each such counsel to deliver such opinion
      and
      understand and agree that Prudential and each Purchaser will and is hereby
      authorized to rely on such opinion. 

     

    3A(3)
       Representations
      and Warranties; No Default.
      The
      representations and warranties contained in this Agreement and each of the
      other
      Transaction Documents shall be true on and as of the Effective Date; there
      shall
      exist on the Effective Date no Event of Default or Default; and each of the
      Obligors shall have delivered to such Purchaser an Officer's Certificate, dated
      the Effective Date, to both such effects substantially in the form attached
      hereto as Exhibit
      I.

     

    3A(4)
       Constitutive
      and Authorization Documents.
      Prudential shall have received from each Credit Party a certificate
      substantially in the form of Exhibit
      J
      attached
      hereto, certifying (i) as to the incumbency of the Persons executing the
      Transaction Documents and other documents in connection therewith on behalf
      of
      such Credit Party and (ii) that the certificate of incorporation, including
      all
      amendments thereto, and by-laws of each Credit Party that is a corporation,
      the
      certificate of limited partnership and the limited partnership agreement of
      each
      Credit Party that is a limited partnership, and the certificate of formation
      and
      operating agreement of each Credit Party that is a limited liability company
      have not been amended since the date of the Existing Agreement in any material
      respect, except as disclosed in such certification, and attaching copies of
      such
      Credit Party’s constitutive documents, as in effect on the Effective Date
      (unless previously delivered), good standing certificates, and the resolutions
      authorizing its execution and delivery of the Transaction Documents to which
      it
      is a party, and certifying as to such other matters as Prudential may reasonably
      request.

     

    3A(5)
       [Intentionally
      Omitted]

     

    3A(6)
       Payment
      of Closing Expenses. The
      Obligors shall have paid at the closing the fees, charges and disbursements
      of
      the special counsel to Prudential and the Purchasers as presented by such
      counsel in a statement on the Effective Date and for which the Obligors are
      responsible in accordance with paragraph 13B.

     

    3A(7)
       Proceedings.
      All
      proceedings taken or to be taken in connection with the transactions
      contemplated hereby and all documents incident thereto shall be satisfactory
      in
      form and substance to Prudential, and Prudential shall have received all such
      counterpart originals or certified or other copies of such documents as it
      may
      reasonably request.

     

    
      
        
        

      

      
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    3B.
       Conditions
      to Closing Each Purchase of Shelf Notes. The
      obligation of any Purchaser to purchase and pay for any Shelf Notes is subject
      to the satisfaction, on or before the Closing Day for such Shelf Notes, of
      the
      following conditions:

     

    3B(1)
       Shelf
      Notes.
      Such
      Purchaser shall have received the Shelf Note(s) to be purchased by such
      Purchaser, dated the applicable Closing Day with respect to such Shelf
      Notes.

     

    3B(2)
       Private
      Placement Number. Such
      Purchaser shall have received a Private Placement Number issued by Standard
      & Poor’s CUSIP Service Bureau (in connection with the Securities Valuation
      Office of the National Association of Insurance Commissioners) for the Shelf
      Notes to be purchased by it.

     

    3B(3)
       Opinions
      of Counsel.
      Such
      Purchaser shall have received from (a) Phillips Nizer LLP, special counsel
      to
      the Credit Parties (or such other counsel designated by the Credit Parties
      and
      acceptable to the Purchasers) and (b) Squire, Sanders & Dempsey L.L.P.,
      special Ohio counsel to Kinro (or such other counsel designated by Kinro and
      acceptable to the Purchasers), favorable opinions satisfactory to Prudential
      and
      substantially in the forms of Exhibit
      H-2
      and
Exhibit
      H-3,
      respectively, attached hereto. The Obligors hereby direct each such counsel
      to
      deliver such opinion, agree that the issuance and sale of any Shelf Notes will
      constitute a reconfirmation of such direction, and understand and agree that
      each Purchaser receiving such an opinion will and is hereby authorized to rely
      on such opinion.

     

    3B(4)
       Representations
      and Warranties; No Default.
      The
      representations and warranties contained in this Agreement and each of the
      other
      Transaction Documents shall be true on and as of such Closing Day, except to
      the
      extent of (a) changes caused by the transactions herein contemplated, and (b)
      such changes or exceptions thereto as may be indicated in the Request for
      Purchase and are reasonably acceptable to Prudential. In addition, there shall
      exist on such Closing Day no Event of Default or Default; and each of the
      Obligors shall have delivered to such Purchaser an Officer's Certificate, dated
      such Closing Day, to both such effects substantially in the form attached hereto
      as Exhibit
      I.

     

    3B(5)
       Constitutive
      and Authorization Documents.
      Such
      Purchaser shall have received from each Credit Party a certificate substantially
      in the form of Exhibit
      J
      attached
      hereto, certifying as to the incumbency of the Persons executing the Shelf
      Notes
      and other documents, agreements and certificates in connection therewith on
      behalf of such Credit Party and attaching copies of such Credit Party’s
      constitutive documents as in effect on such Closing Day (unless previously
      delivered), good standing certificates, and, where applicable, the resolutions
      authorizing its execution of and issuance of the Shelf Notes, and certifying
      as
      to such other matters as the Purchasers may reasonably request.

     

    3B(6)
       [Intentionally
      Omitted] 

     

    
      
        
        

      

      
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    3B(7)
       Purchase
      Permitted by Applicable Laws. The
      purchase of and payment for the Shelf Notes to be purchased by such Purchaser
      on
      the applicable Closing Day (including the use of the proceeds of such Shelf
      Notes by the Co-Issuers) shall not violate any applicable law or governmental
      regulation (including, without limitation, Section 5 of the Securities Act
      or
      Regulation T, U or X of the Board of Governors of the Federal Reserve System)
      and shall not subject such Purchaser to any tax, penalty or liability under
      or
      pursuant to any applicable law or governmental regulation, and such Purchaser
      shall have received such certificates or other evidence as it may request to
      establish compliance with this condition.

     

    3B(8)
       Payment
      of Certain Fees.
      The
      Co-Issuers shall have paid to Prudential or any Purchaser, as applicable, any
      fees due it pursuant to or in connection with this Agreement, including any
      Issuance Fee due pursuant to paragraph 2H(1) and any Delayed Delivery Fee due
      pursuant to paragraph 2H(2).

     

    3B(9)
       Payment
      of Closing Expenses. The
      Obligors shall have paid at the closing the fees and disbursements of the
      special counsel to Prudential and the Purchasers as presented by such counsel
      in
      a statement on the Closing Day and for which the Co-Issuers are responsible
      in
      accordance with paragraph 13B. 

     

    3B(10)
       Proceedings.
      All
      proceedings taken or to be taken in connection with the transactions
      contemplated hereby and all documents incident thereto shall be satisfactory
      in
      form and substance to such Purchaser, and such Purchaser shall have received
      all
      such counterpart originals or certified or other copies of such documents as
      it
      may reasonably request.

     

    4.
       PREPAYMENTS. 

     

    The
      Shelf
      Notes shall be subject to required prepayment as and to the extent provided in
      paragraph 4A. The Shelf Notes shall also be subject to prepayment under the
      circumstances set forth in paragraph 4B and paragraph 4C. Any prepayment made
      by
      the Co-Issuers pursuant to any other provision of this paragraph 4 shall not
      reduce or otherwise affect its obligation to make any required prepayment as
      specified in paragraph 4A.

     

    4A.
       Required
      Prepayments of Shelf Notes.
      Each
      Series of Shelf Notes shall be subject to required prepayments, if any, set
      forth in the Shelf Notes of such Series.

     

    4B.
       Optional
      Prepayments of Notes

     

    4B(1)
       Optional
      Prepayments of the Fixed Rate Shelf Notes With Yield-Maintenance Amount.
The
      Fixed
      Rate Shelf Notes of each Series shall be subject to prepayment, in whole at
      any
      time or from time to time in part (in integral multiples of $100,000 and in
      a
      minimum amount of $1,000,000), at the option of the Co-Issuers, at 100% of
      the
      principal amount so prepaid plus interest thereon to the prepayment date and
      the
      Yield-Maintenance Amount, if any, with respect to each such Fixed Rate Shelf
      Note. Any partial prepayment of a Series of such Fixed Rate Shelf Notes pursuant
      to this paragraph 4B(1) shall be applied in satisfaction of remaining required
      payments of principal on such Series of Fixed Rate Shelf Notes in inverse order
      of their scheduled due dates. 

     

    
      
        
        

      

      
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    4B(2)
       Optional
      Prepayment of Floating Rate Shelf Notes.
      Except
      as may be otherwise provided in the Confirmation of Acceptance with respect
      to
      any Series of Floating Rate Shelf Notes, the Floating Rate Shelf Notes of each
      Series shall be subject to prepayment after the first anniversary of the initial
      issuance of such Series of Floating Rate Shelf Notes, in whole at any time
      or
      from time to time in part (in integral multiples of $100,000 and in a minimum
      amount of $1,000,000), at the option of the Co-Issuers, at 100% of the principal
      amount so prepaid plus interest thereon to the prepayment date and the Breakage
      Cost Obligation, if any, and any prepayment compensation (as set forth in any
      Confirmation of Acceptance relating to any Series of Floating Rate Notes) with
      respect to any such Floating Rate Shelf Note. Any partial payment of such
      Floating Rate Shelf Note pursuant to this paragraph 4B(2) shall be applied
      in
      satisfaction of remaining required payments of principal on such Series of
      Floating Rate Shelf Notes in inverse order of their scheduled due
      dates.

     

    4C.
       Prepayment
      Pursuant to Intercreditor Agreement.
      The
      Shelf Notes prepaid with a distribution made pursuant to the terms of the
      Intercreditor Agreement shall be made at 100% of the principal amount so
      prepaid, plus interest thereon to the prepayment date and the Yield-Maintenance
      Amount, Breakage Cost Obligation, if any, or any prepayment compensation (as
      set
      forth in any Confirmation of Acceptance relating to any Series of Floating
      Rate
      Notes), with respect to each such Shelf Notes. Any partial prepayment of the
      Shelf Notes pursuant to this paragraph 4(C) shall be applied in satisfaction
      of
      remaining required payments of principal in inverse order of their scheduled
      due
      dates.

     

    4D.
       Notice
      of Optional Prepayment.
      The
      Co-Issuers shall give the holder of each Shelf Note to be prepaid pursuant
      to
      paragraph 4B irrevocable written notice of such prepayment not less than 10
      Business Days prior to the prepayment date, specifying such prepayment date,
      the
      aggregate principal amount of the Shelf Notes to be prepaid on such date, the
      principal amount of the Shelf Notes held by such holder to be prepaid on that
      date and that such prepayment is to be made pursuant to paragraph 4B. Notice
      of
      prepayment having been given as aforesaid, the principal amount of the Shelf
      Notes specified in such notice, together with interest thereon to the prepayment
      date and together with the Yield-Maintenance Amount or Breakage Cost Obligation
      or other applicable prepayment compensation, if any, herein provided, shall
      become due and payable on such prepayment date. The Co-Issuers shall, on or
      before the day on which they give written notice of any prepayment pursuant
      to
      paragraph 4B, give telephonic notice of the principal amount of the Shelf Notes
      to be prepaid and the prepayment date to each Significant Holder which shall
      have designated a recipient for such notices in the Purchaser Schedule attached
      to the applicable Confirmation of Acceptance for such Significant Holder or
      by
      notice in writing to the Co-Issuers.

     

    4E.
       Application
      of Prepayments.
      In the
      case of each prepayment of less than the entire unpaid principal amount of
      all
      outstanding Shelf Notes of any Series pursuant to paragraph 4A, the amount
      to be
      prepaid shall be applied pro rata to all outstanding Shelf Notes of such Series
      according to the respective unpaid principal amounts thereof. In the case of
      each prepayment of less than the entire unpaid principal amount of all
      outstanding Shelf Notes pursuant to paragraphs 4B or 4C, the amount to be
      prepaid shall be applied pro rata to all outstanding Shelf Notes of all Series
      according to the respective unpaid principal amounts thereof.

     

    
      
        
        

      

      
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    4F.
       No
      Acquisition of Shelf Notes.
      The
      Obligors shall not, and shall not permit any of their Subsidiaries or Affiliates
      to, prepay or otherwise retire in whole or in part prior to their stated final
      maturity (other than by prepayment pursuant to paragraphs 4A, 4B or 4C or upon
      acceleration of such final maturity pursuant to paragraph 7A), or purchase
      or
      otherwise acquire, directly or indirectly, Shelf Notes held by any
      holder.

     

    5.
       AFFIRMATIVE
      COVENANTS.
      During
      the Issuance Period and so long thereafter as any Shelf Note or other amount
      owing under this Agreement or any other Transaction Document shall remain
      unpaid, the Obligors covenant as follows:

     

    5A.
       Financial
      Statements; Notice of Defaults.
      The
      Obligors will deliver to each holder of any Shelf Notes in
      triplicate:

     

    (i) within
      the earlier of 45 days after the end of each of the first three fiscal quarters
      of each fiscal year of the Parent or 10 days after filing with the SEC, (a)
      the
      Parent’s consolidated balance sheet and related statements of operations,
      stockholders' equity and cash flows as of the end of and for such fiscal quarter
      (except in the case of statements of stockholders’ equity and statements of cash
      flows) and the then elapsed portion of the fiscal year, setting forth in each
      case (except in the case of stockholders' equity) in comparative form the
      figures for the corresponding period or periods of (or, in the case of the
      balance sheet, as of the end of) the previous fiscal year, all certified by
      one
      of its authorized financial officers as presenting fairly in all material
      respects the financial condition and results of operations of the Parent and
      its
      consolidated Subsidiaries on a consolidated basis in accordance with GAAP
      consistently applied, subject to normal year-end audit adjustments and the
      absence of footnotes, and (b) consolidating balance sheets of the Parent and
      of
      each Co-Issuer setting forth such information separately for the Parent and
      for
      each Co-Issuer and related consolidating statements of operations of the Parent
      and of each Co-Issuer setting forth such information separately for the Parent
      and each Co-Issuer as of the end of and for such quarter and the then elapsed
      portion of the fiscal year, setting forth in each case in comparative form
      the
      figures for the corresponding period or periods of (or in the case of the
      balance sheets, as of the end of) the previous fiscal year, all of which shall
      be certified by the chief financial officer of the Parent as fairly presenting
      the financial condition and results of operations therein shown in accordance
      with GAAP consistently applied subject to normal year-end adjustments and the
      absence of footnotes;

     

    (ii) within
      the earlier of 120 days after the end of each fiscal year of the Parent or
      10
      days after filing with the SEC, (a) the Parent’s audited consolidated balance
      sheet and related statements of operations, stockholders' equity and cash flows
      as of the end of and for such year, setting forth in each case in comparative
      form the figures for the previous fiscal year, all reported on by KPMG LLP
      or
      other independent public accountants of recognized national standing (without
      a
“going concern” or like qualification or exception and without any qualification
      or exception as to the scope of such audit) to the effect that such consolidated
      financial statements present fairly in all material respects the financial
      condition and results of operations of the Parent and its consolidated
      Subsidiaries on a consolidated basis in accordance with GAAP consistently
      applied, and (b) consolidating balance sheets setting forth such information
      separately for the Parent and for each Co-Issuer as of the end of such fiscal
      year and consolidating statements of operations setting forth such information
      separately for the Parent and for each Co-Issuer for such fiscal year, such
      consolidating balance sheet and consolidating statements of operations to be
      certified by the chief financial officer of the Parent as fairly presenting
      the
      financial condition and results of operations of the Parent and each Co-Issuer
      as of the end of, and for, such fiscal period in accordance with
      GAAP;

     

    
      
        
        

      

      
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    (iii) concurrently
      with any delivery of financial statements under clause (i) or (ii) above, an
      Officer’s Certificate of the Parent (a) certifying as to whether a Default or
      Event of Default has occurred and, if a Default or Event of Default has
      occurred, specifying the details thereof and any action taken or proposed to
      be
      taken with respect thereto, (ii) setting forth reasonably detailed calculations
      demonstrating compliance with paragraphs 6C, 6D, 6F, 6H, 6I, 6J, 6K and
      6L and
      (b)
      stating whether any change in the application of GAAP in respect of the audited
      financial statements referred to in paragraph 8B has occurred and, if any such
      change has occurred, specifying the effect of such change on the financial
      statements accompanying such certificate;

     

    (iv) concurrently
      with any delivery of financial statements under clause (ii) above, a certificate
      of the accounting firm that reported on such financial statements stating
      whether they obtained knowledge during the course of their examination of such
      financial statements of any Default or Event of Default (which certificate
      may
      be limited to the extent required by accounting rules or guidelines), and
      promptly after receipt by the Parent, a copy of each management letter (if
      prepared) of such accounting firm (together with any response thereto prepared
      by the Parent);

     

    (v) promptly
      (a) after the same become publicly available, copies of all periodic and other
      reports, proxy statements and other materials filed by the Parent or any
      Subsidiary thereof with the SEC (or any governmental body or agency succeeding
      to any or all of the functions of the SEC) or with any national securities
      exchange, or distributed by the Parent to its shareholders generally, as the
      case may be; and (b) copies of any documents and information furnished to any
      other government agency (except if in the ordinary course of business),
      including the Internal Revenue Service;

     

    (vi) promptly,
      a copy of any amendment or waiver of any provision of any agreement or
      instrument referred to in paragraph 6O; 

     

    (vii) not
      later
      than the time furnished to such Person, a copy of any certificate or notice
      given by any Credit Party to the Administrative Agent (as such term is defined
      in the Bank Credit Agreement) and/or the Bank Lenders, or received by any Credit
      Party from the Administrative Agent or any Bank Lender in connection with the
      Bank Credit Agreement; and

     

    (viii) promptly
      following any request therefor, such other information regarding the operations,
      business affairs and financial condition of each Credit Party or any Subsidiary
      thereof, or compliance with the terms of this Agreement, the Shelf Notes or
      the
      other Transactions Documents, as Prudential or any holder of Shelf Notes may
      reasonably request.

     

    
      
        
        

      

      
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    5B.
       Information
      Required by Rule 144A.
      The
      Parent covenants that it will, upon the request of the holder of any Shelf
      Note,
      provide such holder, and any qualified institutional buyer designated by such
      holder, such financial and other information as such holder may reasonably
      determine to be necessary in order to permit compliance with the information
      requirements of Rule 144A under the Securities Act in connection with the resale
      of Shelf Notes, except at such times as the Parent is subject to and in
      compliance with the reporting requirements of section 13 or 15(d) of the
      Exchange Act. For the purpose of this paragraph 5B, the term “qualified
      institutional buyer”
shall
      have the meaning specified in Rule 144A under the Securities Act.

     

    5C.
       Other
      Information.
      Each
      Obligor covenants that it will deliver to each Significant Holder:

     

    5C(1)
       Notice
      of Default or Event of Default —
      promptly 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
      described in paragraph 7A(iii) of this Agreement, a written notice specifying
      the nature and period of existence thereof and what actions the Obligors are
      taking or propose to take with respect thereto;

     

    5C(2)
       ERISA
      —
      prompt
      written notice of the occurrence of any ERISA Event that, alone or together
      with
      any other ERISA Events that have occurred, could reasonably be expected to
      result in liability of any Credit Party and its Subsidiaries in an aggregate
      amount exceeding $250,000;

     

    5C(3)
       Actions,
      Proceedings —
      promptly after the commencement thereof, written notice of the filing or
      commencement of any action, suit or proceeding by or before any Governmental
      Authority or arbitration board or tribunal against or affecting any Credit
      Party
      or any Affiliate thereof that, if adversely determined, could reasonably be
      expected to result in a Material Adverse Effect; and

     

    5C(4)
       Material
      Adverse Effect —
prompt
      written notice of any other development that results in, or could reasonably
      be
      expected to result in, a Material Adverse Effect.

     

    Each
      notice delivered under this paragraph shall be accompanied by a statement of
      a
      Responsible Officer or other executive officer of a Co-Issuer or the Parent
      setting forth the details of the event or development requiring such notice
      and
      any action taken or proposed to be taken with respect thereto.

     

    5D.
       [Intentionally
      Omitted]

     

    
      
        
        

      

      
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    5E.
       Compliance
      with Law.
      

     

    (i) Without
      limiting paragraph 6P, each Obligor will, and will cause each of its
      Subsidiaries to, comply with all laws, rules, regulations and orders of any
      Governmental Authority applicable to it or its property (including, without
      limitation, the USA Patriot Act), except where the failure to do so,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect. 

     

    (ii) Without
      limiting the preceding paragraph, each Obligor will, and will cause each of
      its
      Subsidiaries to (a) comply in all material respects with, and use reasonable
      best efforts to ensure compliance in all material respects by all tenants and
      subtenants, if any, with, all applicable Environmental Laws; and (b) conduct
      and
      complete (or cause to be conducted and completed) all investigations, studies,
      sampling and testing, and all remedial, removal and other actions required
      under
      Environmental Laws and in a timely fashion comply in all material respects
      with
      all lawful orders and directives of all governmental authorities regarding
      Environmental Laws except to the extent that the same are being contested in
      good faith by appropriate proceedings and the pendency of such proceedings
      could
      not be reasonably expected to have a Material Adverse Effect.

     

    5F.
       Insurance
      and Maintenance of Properties.
      Each
      Obligor will, and will cause each of its Subsidiaries to, (i) keep and maintain
      all property material to the conduct of its business in good working order
      and
      condition, ordinary wear and tear excepted, and (ii) maintain, with financially
      sound and reputable insurance companies, insurance in such amounts and against
      such risks as are customarily maintained by companies engaged in the same or
      similar businesses operating in the same or similar locations, including,
      without limitation, insurance against fire, and public liability insurance
      against such risks and in such amounts, and having such deductible amounts
      as
      are customary, with companies in the same or similar businesses and which is
      no
      less than may be required by law.

     

    5G.
       [Intentionally
      Omitted]

     

    5H.
       Payment
      of Taxes and Claims.
      Each
      Obligor will, and will cause each of its Subsidiaries to, pay its obligations,
      including tax liabilities, that, if not paid, could result in a Material Adverse
      Effect before the same shall become delinquent or in default, except where
      (a)
      the validity or amount thereof is being contested in good faith by appropriate
      proceedings, (b) such Obligor or such Subsidiary has set aside on its books
      adequate reserves with respect thereto in accordance with GAAP, (c) the failure
      to make payment pending such contest could not reasonably be expected to result
      in a Material Adverse Effect, and (d) the same shall be paid or discharged
      or
      fully and adequately bonded before it might become a Lien upon any property
      or
      asset of such Obligor or Subsidiary.

     

    5I.
       Corporate
      Existence, Etc.
      Each
      Obligor will, and will cause each of its Subsidiaries to, do or cause to be
      done
      all things necessary to preserve, renew and keep in full force and effect its
      legal existence and the rights, licenses, permits, privileges and franchises
      material to the conduct of its business; provided
      that the
      foregoing shall not prohibit any merger, consolidation, liquidation or
      dissolution permitted under paragraph 6B.

     

    
      
        
        

      

      
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    5J.
       Books
      and Records; Inspection.
      Each
      Obligor will, and will cause each of its Subsidiaries to, keep proper books
      of
      record and account in which full, true and correct entries are made of all
      dealings and transactions in relation to its business and activities. Each
      Obligor will, and will cause each of its Subsidiaries to, permit any
      representatives designated by the Security Trustee and any holder of Notes,
      upon
      reasonable prior notice, to visit and inspect its properties, to examine and
      make extracts from its books and records, and to discuss its affairs, finances
      and condition with its officers and independent accountants, and to verify
      the
      status of any Collateral, all at such reasonable times and as often as
      reasonably requested, subject to Section 12 hereof.

     

    5K.
       Subsidiary
      Guaranty; Security Documents.
      If any
      Person (a) after the Effective Date becomes (whether upon its formation, by
      acquisition of stock or other interests therein, or otherwise) a Subsidiary
      of
      any Credit Party (a “New
      Subsidiary”),
      (b)
      that was an Inactive Subsidiary of a Credit Party ceases to be an Inactive
      Subsidiary of a Credit Party but continues to be a Subsidiary thereof, or (c)
      any Person becomes directly or indirectly liable for (whether by way of becoming
      a co-borrower, guarantor or otherwise) all or any part of the Indebtedness
      under, or in respect of, the Bank Credit Agreement, the Obligors shall promptly
      (i) cause such New Subsidiary, formerly Inactive Subsidiary or other Person
      to
      become a Subsidiary Guarantor pursuant to an instrument in form, scope, and
      substance satisfactory to the Required Holders, (ii) deliver or cause to be
      delivered, or assign, to the Security Trustee (x) subject to the Lien in favor
      of the Security Trustee under the Pledge Agreement, the certificates
      representing shares of stock or other interests of the New Subsidiary, formerly
      Inactive Subsidiary or other Person owned by an Obligor (or Subsidiary thereof),
      together with appropriate instruments of transfer required under the Pledge
      Agreement, and (y) an amendment to the Pledge Agreement, reflecting the
      foregoing in the form thereof prescribed under the Pledge Agreement; and (iii)
      cause such New Subsidiary, formerly Inactive Subsidiary or other Person to
      become a party to the Pledge Agreement (and any other documents required to
      be
      executed in connection therewith) pursuant to one or more instruments or
      agreements satisfactory in form and substance to the Security Trustee, the
      effect of which shall be to secure all amounts owing hereunder and in respect
      of
      the Shelf Notes by a first priority Lien on and security interest in (which
      Lien
      and security interest may be pari passu
      with a
      like Lien and security interest in favor of the Collateral Agent on behalf
      of
      the Bank Lenders) the
      Capital Stock of such New Subsidiary, formerly Inactive Subsidiary or other
      Person, provided,
      however,
      that in
      any event, prior to the time that any New Subsidiary, formerly Inactive
      Subsidiary or other Person receives the proceeds of, or makes, any loan or
      advance or other extension of credit, from or to, or otherwise becomes the
      obligor or obligee in respect of any Indebtedness of, any Obligor or Subsidiary
      thereof, the Obligors shall (A) cause to be taken, in respect of any such
      obligor, the actions referred to in the preceding clauses (i), (ii), and (iii),
      and (B) in the case of any such obligee, cause such obligee to become a party
      to
      the Subordination Agreement pursuant to one or more instruments or agreements
      satisfactory in form and substance to the Required Holders. 

     

    5L.
       Further
      Assurances.
      Each
      Obligor will, and will cause its Subsidiaries to, execute any and all further
      documents, financing statements, agreements and instruments, and take all
      further action (including, without limitation, filing Uniform Commercial Code
      and other financing statements and the establishment of and deposit of
      Collateral into custody accounts) that may be required under applicable law,
      or
      that the Required Holders or the Security Trustee may reasonably request, in
      order to effectuate the transactions contemplated by the Transaction Documents
      and in order to grant, preserve, protect and perfect the validity and first
      priority of the security interests created or intended to be created by the
      Pledge Agreement, it being understood that it is the intent of the parties
      that
      the Indebtedness owing hereunder and under the Shelf Notes shall be secured
      by,
      among other things, all the interests of each Obligor in each Subsidiary or
      Affiliate and of each Subsidiary Guarantor in each Subsidiary or Affiliate,
      including any such interests acquired subsequent to the Effective Date. Such
      security interests and Liens will be created under the Pledge Agreement and
      other security agreements, and other instruments and documents in form and
      substance satisfactory to the Required Holders, and the Obligors shall deliver
      or cause to be delivered to the holders of the Shelf Notes all such instruments
      and documents (including a legal opinion in substantially the form of Exhibit
      H-2 and lien searches) as the Required Holders shall reasonably request to
      evidence compliance with this paragraph 5L. The Obligors agree to provide such
      evidence as the Required Holders shall reasonably request as to the perfection
      and priority status of each such security interest and Lien (which Lien and
      security interest may be coordinate with a like Lien in favor of the Collateral
      Agent for the benefit of the Bank Lenders).

     

    
      
        
        

      

      
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    5M.
       Succession
      Plan.
      The
      Parent shall at all times have and keep in effect a succession plan for its
      principal officers which has been approved by its board of directors (the
“Succession
      Plan”)
      and
      shall
      furnish to each Significant Holder upon request from time to time a copy of
      the
      same, provided that such plan shall be kept confidential by each such
      Significant Holder.

     

    6.
       NEGATIVE
      COVENANTS. 

     

    During
      the Issuance Period and so long thereafter as any Shelf Note or other amount
      due
      hereunder is outstanding and unpaid, each Obligor covenants as
      follows:

     

    6A.
       Transactions
      with Affiliates.
      Except
      as set forth on Schedule 6A hereto, each Obligor will not, and will not permit
      any of its Subsidiaries to, enter into, directly or indirectly, any transaction
      or Material group of related transactions (including the purchase, lease, sale
      or exchange of properties of any kind or the rendering of any service) with
      any
      Affiliate (other than a Credit Party or a Wholly-Owned Subsidiary), except
      in
      the ordinary course and pursuant to the reasonable requirements of such
      Obligor’s or such Subsidiary’s business and upon fair and reasonable terms no
      less favorable to such Obligor or such Subsidiary than would be obtainable
      in a
      comparable arm's-length transaction with a Person not an Affiliate.

     

    6B.
       Merger,
      Consolidation, Etc.
      No
      Obligor will, nor will it permit any of its Subsidiaries 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: 

     

    (i) (a)
      such
      merger, consolidation, conveyance, transfer or lease is with or to another
      Credit Party, provided
      that no
      Obligor may sell, convey, lease or otherwise transfer substantially all of
      its
      assets to any Person or fail to survive any such merger or consolidation related
      to it except as permitted by clause (b) of this paragraph 6B(i); or (b) 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 any Obligor or any Subsidiary of any Obligor, as the case may be
      (the
“Successor
      Corporation”),
      shall
      be a solvent corporation organized and existing under the laws of the United
      States of America or any State thereof (including the District of Columbia),
      and
      if such transaction involves any Credit Party and such Credit Party is not
      the
      Successor Corporation (x) such Successor Corporation shall have executed and
      delivered to each holder of Shelf Notes its assumption of the due and punctual
      performance and observance of each covenant and condition of each Transaction
      Document to which such Credit Party is a party, and (y) shall have caused to
      be
      delivered to each holder of Shelf 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; 

     

    
      
        
        

      

      
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    (ii) immediately
      prior to such transaction and after giving effect thereto, no Default or Event
      of Default shall have occurred and be continuing; and 

     

    (iii) immediately
      prior to such transaction and after giving effect thereto, each Co-Issuer (or
      any Successor Corporation pursuant to paragraph 6B(i)(b)) would be permitted
      by
      the provisions of paragraph 6D(vii) hereof to incur at least $1.00 of additional
      Indebtedness.

     

    No
      such
      conveyance, transfer or lease of substantially all of the assets of any Obligor
      or any Subsidiary thereof shall have the effect of releasing such Obligor or
      such Subsidiary or any Successor Corporation that shall theretofore have become
      such in the manner prescribed in this paragraph 6B from its liability under
      this
      Agreement, the Shelf Notes or the other Transaction Documents to which it is
      a
      party.

     

    6C.
       Liens.
      The
      Obligors will not, and will not permit any of their respective Subsidiaries
      to,
      incur, assume or suffer to exist any Lien upon any of its assets now or
      hereafter owned, or upon the income or profits thereof, other than Permitted
      Liens. In any case wherein any such assets are subjected or become subject
      to a
      Lien in violation of this paragraph 6C, the Obligors will make or cause to
      be
      made provision whereby the Shelf Notes will be secured equally and ratably
      with
      all obligations secured by such Lien, and in any case the Shelf Notes shall
      have
      the benefit, to the full extent that, and with such priority as the holders
      of
      Shelf Notes may be entitled under applicable law, of an equitable Lien on such
      assets; provided,
      however,
      that
      any Lien created, incurred or suffered to exist in violation of this paragraph
      6C shall constitute an Event of Default hereunder, whether or not any such
      provision is made for an equal and ratable Lien pursuant to this paragraph
      6C.
      In no event shall a Lien be granted by any Obligor or any of their respective
      Subsidiaries in respect of any of its property to or for the benefit of any
      of
      the Bank Lenders, unless concurrently therewith a Lien of equal priority (and
      on
      the same property) is granted to, or for the benefit of, the holders of the
      Shelf Notes.

     

    6D.
       Limitations
      on Indebtedness.
      The
      Obligors will not, and will not permit any of their respective Subsidiaries
      to,
      directly or indirectly, create, incur, assume or permit to exist any
      Indebtedness, except:

     

    (i) Indebtedness
      created hereunder or under the other Transaction Documents; 

     

    
      
        
        

      

      
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    (ii) Indebtedness
      of a Credit Party in respect of amounts outstanding (including all amounts
      due,
      contingently or otherwise, in respect of reimbursement obligations under letters
      of credit or similar instruments and all related reimbursement agreements)
      under
      the Bank Credit Documents, not in excess of the result of (x) $50,000,000
      (subject to further increase of up to $20,000,000 pursuant to Section 2.06A
      of
      the Credit Agreement so long as no Event of Default is continuing at the time
      of
      any such increase), minus (y) the aggregate amount of any permanent reductions
      in the principal amount of the commitments under the revolving credit facility
      established thereunder;

     

    (iii) Indebtedness
      existing on the Effective Date and set forth in Schedule 6D;

     

    (iv) all
      renewals, extensions, substitutions, refinancings, or replacements of any
      Indebtedness described in clause (iii) above, in an amount not to exceed the
      amount so refinanced, provided
      that the
      terms, covenants and restrictions in respect of such renewals, extensions,
      substitutions, refundings or replacements are not materially more onerous than
      the existing terms, covenants and restrictions of such Indebtedness;


     

    (v) the
      Interest Rate Hedging Exposure Amount, provided
      such
      amount does not at any time exceed $5,000,000 in the aggregate;

     

    (vi) Indebtedness
      of one Credit Party to another Credit Party (other than the Parent);
provided
      that (a)
      there is adequate consideration for such Indebtedness and there is evidence
      of
      such Indebtedness on each Credit Party's books, (b) all of the outstanding
      Capital Stock of each such Credit Party shall be owned 100% directly or
      indirectly by the Parent and a Co-Issuer, (c) each such Credit Party to or
      by
      whom such Indebtedness is owned, or who owns (directly or indirectly) any such
      Capital Stock, shall be a party to (1) the Subordination Agreement, (2) if
      such
      Credit Party is a Pledgor, the Pledge Agreement, and (3) if such Credit Party
      is
      a Subsidiary, the Subsidiary Guaranty, (d) such Indebtedness shall at all times
      be subject to the provisions of the Subordination Agreement as “Subordinated
      Debt” (as defined in the Subordination Agreement), and (e) such Indebtedness
      shall not be assigned or transferred by the obligee thereof to any Person other
      than another Credit Party (and only so long as, after giving effect to such
      assignment or transfer all the conditions of this proviso are met);
      and

     

    (vii) to
      the
      extent not included above in this paragraph 6D, other Indebtedness incurred
      by
      any Obligor or any of their respective Subsidiaries; provided
      that, at
      the time of the incurrence thereof and after giving effect thereto and to the
      application of the proceeds thereof, Consolidated Indebtedness shall not exceed
      55% of Consolidated Total Capitalization.

     

    6E.
       Restrictive
      Agreements.
      The
      Obligors will not, and will not permit any of their respective Subsidiaries
      to,
      directly or indirectly, enter into, incur or permit to exist any agreement
      or
      other arrangement that prohibits, restricts or imposes any condition upon the
      ability of such Obligor or any such Subsidiary, (i) to create, incur or permit
      to exist any Lien upon any of its property or assets or revenues, whether now
      or
      hereafter acquired, (ii) to pay dividends or make other distributions to any
      Obligor with respect to any shares of its Capital Stock, (iii) to pay any
      Indebtedness owed to any Obligor, (iv) to make or permit to exist loans or
      advances to any Obligor, or (v) to sell transfer, lease or otherwise dispose
      of
      any of its properties or assets to any Obligor; provided
      that (x)
      the foregoing shall not apply to restrictions and conditions imposed by law
      or
      by this Agreement or the Bank Credit Agreement, and (y) such Obligor or
      Subsidiary may enter into or permit to exist such an agreement in connection
      with any Permitted Lien, so long as such prohibition or limitation is by its
      terms effective only against the property, assets or revenues subject to such
      Permitted Lien. 

     

    
      
        
        

      

      
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    6F.
       Limitation
      on Subsidiary Indebtedness and Issuance of Preferred Stock.


     

    No
      Obligor will permit any of its Subsidiaries (other than the Co-Issuers) to,
      at
      any time, directly or indirectly, incur, create, assume, guarantee or become
      or
      be liable in any manner with respect to any Indebtedness or issue any Preferred
      Stock except:

     

    (i) Indebtedness
      of any such Subsidiary outstanding on the Effective Date and set forth on
Schedule
      6F
      or any
      refinancing, extension, renewal or refunding of any such Indebtedness in an
      amount not to exceed the amount of such Indebtedness immediately prior to the
      effectiveness of such refinancing, extension, renewal or refunding; provided
      that the
      terms, covenants and restrictions in respect of such refinancing, extension,
      renewal or refunding are not materially more onerous than the existing terms,
      covenants and restrictions of such Indebtedness;

     

    (ii) Indebtedness
      of any such Subsidiary in respect of Guarantees delivered pursuant to the Bank
      Credit Agreement; provided
      that
      such Subsidiary has executed the Subsidiary Guaranty on the Effective Date
      or in
      accordance with the terms of paragraph 5K;

     

    (iii) Preferred
      Stock of any such Subsidiary issued on or prior to the Effective
      Date;

     

    (iv) Indebtedness
      of, or Preferred Stock issued by, any such Subsidiary to (or in favor of) a
      Co-Issuer or a Subsidiary of a Co-Issuer, so long as such Indebtedness is
      permitted pursuant to paragraph 6D(vi) hereof; 

     

    (v) other
      Indebtedness or Preferred Stock of any such Subsidiary, provided
      that
      such Indebtedness and Preferred Stock together with the aggregate amount of
      outstanding Indebtedness and the aggregate liquidation value of Preferred Stock
      of such Subsidiary previously incurred and outstanding under this paragraph
      6F
      (other than Indebtedness incurred under clause (ii) hereof or owing to an
      Obligor), does not at any time exceed 25% of Consolidated Net Worth determined
      as of the end of the fiscal quarter of the Parent then most recently ended;
      and
provided,
      further,
      that
      the aggregate Indebtedness of all Subsidiaries of the Obligors not secured
      by
      Liens (other than Indebtedness owing to an Obligor) does not at any time exceed
      15% of Consolidated Net Worth determined as of the end of the fiscal quarter
      of
      the Parent then most recently ended.

     

    6G.
       Limitation
      on Restricted Payments.
      No
      Obligor will, nor will it permit any of its Subsidiaries to, directly or
      indirectly, declare, make or pay, or agree to declare, make or pay or incur
      any
      liability to make or pay, or cause or permit to be declared, made or paid,
      or
      set aside any sum or property to declare, make or pay any Restricted Payment,
      unless immediately before and after giving effect to such Restricted Payment
      the
      following conditions are satisfied:

     

    
      
        
        

      

      
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    (i) no
      Default of Event of Default has occurred and is continuing; and

     

    (ii) without
      limiting the generality of (i), the Parent and its Subsidiaries are and would
      continue to be in compliance with Section 6L hereof.

     

    6H.
       Sale
      of Assets.
      Subject
      to the provisions of paragraph 6B hereof, no Obligor will, nor will it permit
      any of its Subsidiaries to, directly or indirectly, in a single transaction
      or a
      series of transactions, sell, lease, transfer, abandon or otherwise dispose
      of,
      or suffer to be sold, leased, transferred, abandoned or otherwise disposed
      of
      (collectively, “Transfer”),
      assets (i) aggregating in excess of 10% of Consolidated Total Assets (determined
      as of the end of the fiscal quarter most recently ended as of the date of such
      Transfer) in any fiscal year, or (ii) aggregating in excess of 25% of
      Consolidated Total Assets (determined as of the Effective Date) when combined
      with all other Transfers of assets since the Effective Date, except
      that:

     

    (i) any
      Credit Party or any of its Subsidiaries may Transfer its assets to any Credit
      Party or any other Wholly-Owned Subsidiary of any Obligor;

     

    (ii) any
      Credit Party or any of its Subsidiaries may Transfer its assets in excess of
      the
      limitations set forth above (such assets collectively the “Excess
      Assets”)
      only
      if the proceeds of such sales of Excess Assets are used to purchase other
      property of a similar nature of at least equivalent value (such property the
      “Excess
      Replacement Assets”)
      within
      one year of such sale, provided,
      however,
      that
      there shall be no Lien on any of the Excess Replacement Assets; and

     

    (iii) any
      Credit Party or any of its Subsidiaries may Transfer its assets in the ordinary
      course of business (including the disposal of obsolete assets not used or useful
      in such Credit Party's business).

     

    6I.
       Limitation
      on Priority Debt.
      Notwithstanding anything set forth in the definition of Permitted Liens or
      paragraph 6F, the Obligors will not permit Priority Debt to exceed 15% of
      Consolidated Net Worth determined as of the last day of the most recently ended
      fiscal quarter of the Parent.

     

    6J.
       Minimum
      Consolidated Tangible Net Worth.
      The
      Obligors will not permit Consolidated Tangible Net Worth at the end of any
      fiscal quarter of the Parent commencing with the fiscal quarter ended June
      30,
      2008 to be less than One Hundred Thirty-Five Million Dollars ($135,000,000),
      plus
      fifty
      (50%) percent of the Consolidated Net Income for each fiscal quarter of the
      Parent (but taking into account the Consolidated Net Income for a fiscal quarter
      only if it is a positive number) ending after June 30, 2008 through and
      including the then most recently ended fiscal quarter for which Consolidated
      Tangible Net Worth is to be calculated.

     

    6K.
       Leverage
      Ratio. The
      Obligors shall maintain a maximum Leverage Ratio of not more than 2.50:1.00,
      calculated as of the end of each fiscal quarter of the Parent ending on or
      after
      June 30, 2008; provided, however, that if EBITDA as determined on a Pro Forma
      Basis for any such four quarter period shall be less than $50,000,000, the
      maximum Leverage Ratio shall decrease to 1.25:1.00 as of the last day of the
      fiscal quarter or such period until the last day of a fiscal quarter for which
      EBITDA for the four quarter period ending on the last day of such fiscal quarter
      shall be greater than $50,000,000, on which date immediately following the
      last
      day of such fiscal quarter the maximum Leverage Ratio shall revert to 2.50:1.00,
      subject to subsequent decrease to 1.25:1.00 and/or increase to 2.50:1.00 as
      provided in this paragraph 6K based on the presence or absence of not less
      than
      $50,000,000 of EBITDA as determined under this paragraph 6K for any four quarter
      period.

     

    
      
        
        

      

      
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    6L.
       Minimum
      Debt Service Ratio.
      The
      Obligors will not permit the Minimum Debt Service Ratio, calculated as of the
      end of each fiscal quarter of the Parent ending on or after the Effective Date,
      to be less than 1.75:1.00.

     

    6M.
       Limitation
      on Investments. No
      Obligor will, nor will it permit any of its Subsidiaries to, purchase, hold
      or
      acquire (including pursuant to any merger) any Capital Stock, evidences of
      Indebtedness or other securities (including any option, warrant or other right
      to acquire any of the foregoing) of, make or permit to exist any loans or
      advances to, Guarantee (except pursuant to this Agreement or the Bank Credit
      Agreement) any obligations of, or make or permit to exist any investment or
      any
      other interest in, any other Person, or purchase or otherwise acquire (in one
      transaction or a series of transactions) any assets of any other Person
      constituting a business unit, except Permitted Loans and
      Investments.

     

    6N.
       Hedging
      Agreements.
      No
      Obligor will, nor will it permit any of its Subsidiaries to, enter into any
      Hedging Agreement for purposes of speculation or investment, or otherwise
      outside of the ordinary course of the business of such Obligor or Subsidiary,
      as
      the case may be.

     

    6O.
       Amendment
      of Certain Documents.
      No
      Obligor will, nor will it permit any of its Subsidiaries to:

     

    (i) terminate,
      amend, waive or modify its Certificate of Incorporation or By-Laws, or
      Certificate of Limited Partnership, Certificate of Formation, Agreement of
      Limited Partnership, or Operating Agreement as the case may be, except (i)
      as
      permitted under paragraph 6B(i)(b), (ii) for amendments, modifications or
      waivers that are not adverse in any respect to the holders of the Shelf Notes,
      and (iii) dissolution of any Credit Party having de minimus assets, provided
      that the Obligors shall provide the holders of Notes with prompt written notice
      of such dissolution and of the Credit Party to which any assets of such
      dissolved entity have been transferred, or

     

    (ii) amend
      in
      any material respect the Bank Credit Agreement or
      any of
      the other Bank Credit Documents entered into in connection therewith without
      the
      prior written consent of the Required Holders (it being understood that, without
      limiting the generality of the foregoing, any increase in the aggregate amount
      of the commitments under the Bank Credit Agreement (including, without
      limitation, any increase in such commitments pursuant to paragraph 2.06A
      thereof) at any time when an Event of Default has occurred and is continuing
      shall be deemed to be a material amendment).

     

    
      
        
        

      

      
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    6P.
       Government
      Regulation.
      The
      Obligors will not and will not permit any Subsidiary to (a) be or become subject
      at any time to any law, regulation, or list of any government agency (including,
      without limitation, the U.S. Office of Foreign Asset Control list) that
      prohibits or limits holders of Notes from purchasing Shelf Notes from the
      Co-Issuers, or (b) fail to provide documentary and other evidence of the
      identity of the Obligors or any other Credit Party as may be requested by any
      holder of Notes at any time to enable it or any other holder of Notes to verify
      the identity of any Credit Party or to comply with any applicable law or
      regulation, including, without limitation, Section 326 of the USA Patriot Act
      of
      2001, 31 U.S.C. § 5318.

     

    7.
       EVENTS
      OF DEFAULT.

     

    7A.
       Acceleration.
      If any
      of the following events shall occur and be continuing for any reason whatsoever
      (and whether such occurrence shall be voluntary or involuntary or come about
      or
      be effected by operation of law or otherwise):

     

    (i)
       the
      Co-Issuers default in the payment of any principal of, or any Yield- Maintenance
      Amount, Breakage Cost Obligation or other prepayment compensation payable with
      respect to, any Shelf Note when the same shall become due, either by the terms
      thereof or otherwise as herein provided; or

     

    (ii)
       the
      Co-Issuers default in the payment of any interest on any Shelf Note or any
      other
      amount due under this Agreement when the same shall become due; or

     

    (iii)
       any
      Credit Party or any Subsidiary of any Credit Party defaults (whether as primary
      obligor or as guarantor or other surety) in any payment of principal of or
      interest on any other Indebtedness beyond any period of grace provided with
      respect thereto, or any Credit Party or any Subsidiary of any Credit Party
      fails
      to perform or observe any other agreement, term or condition contained in any
      agreement under which any such obligation is created (or if any other event
      thereunder or under any such agreement shall occur and be continuing) and the
      effect of such failure or other event is to cause, or to permit the holder
      or
      holders of such obligation (or a trustee on behalf of such holder or holders)
      to
      cause, such obligation to become due (or to be repurchased by any Credit Party
      or any Subsidiary of any Credit Party) prior to any stated maturity,
provided
      that the
      aggregate amount of all obligations as to which such a payment default shall
      occur and be continuing or such a failure or other event causing or permitting
      acceleration (or resale to any Credit Party or any Subsidiary of any Credit
      Party) shall occur and be continuing exceeds at least $3,000,000 individually
      or
      $5,000,000 in the aggregate, provided,
      further,
      that
      for purposes of this paragraph 7A(iii), the principal amount of the Indebtedness
      of any Credit Party or any Subsidiary of any Credit Party in respect of any
      Hedging Agreements at any time shall be treated as Indebtedness in an amount
      equal to the maximum aggregate amount (giving effect to any netting agreements)
      that any such Person would be required to pay if such Hedging Agreement were
      terminated at such time; or

     

    
      
        
        

      

      
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    (iv)
       any
      representation or warranty made by any Credit Party herein or in any of the
      other Transaction Documents, or by any Credit Party or any of their respective
      officers in any writing furnished in connection with or pursuant to this
      Agreement or any of the other Transaction Documents shall be false in any
      material respect on the date as of which made; or

     

    (v)
       any
      Obligor fails to perform or observe any agreement contained in paragraph 5A(i),
      (ii) and (iii) or Section 6; or

     

    (vi)
       any
      Credit Party fails to perform or observe any other agreement, term or condition
      contained herein or in any of the other Transaction Documents, and such failure
      shall not be remedied within 30 days after any Responsible Officer obtains
      actual knowledge thereof; or

     

    (vii)
       any
      Credit Party or any of their respective Subsidiaries makes an assignment for
      the
      benefit of creditors or is generally not paying its debts as such debts become
      due; or

     

    (viii)
       any
      decree or order for relief in respect of any Credit Party or any of their
      respective Subsidiaries is entered under any bankruptcy, reorganization,
      compromise, arrangement, insolvency, readjustment of debt, dissolution or
      liquidation or similar law, whether now or hereafter in effect (herein called
      the “Bankruptcy
      Law”),
      of
      any jurisdiction; or

     

    (ix)
       any
      Credit Party or any of their respective Subsidiaries petitions or applies to
      any
      tribunal for, or consents to, the appointment of, or taking possession by,
      a
      trustee, receiver, custodian, liquidator or similar official of such Credit
      Party or such Subsidiary, or of any substantial part of the assets of any such
      Person, or commences a voluntary case under the Bankruptcy Law of the United
      States or any proceedings (other than proceedings for the voluntary liquidation
      and dissolution of a Subsidiary) relating to any Credit Party or any of their
      respective Subsidiaries under the Bankruptcy Law of any other jurisdiction;
      or

     

    (x)
       any
      such
      petition or application is filed, or any such proceedings are commenced, against
      any Credit Party or any of their respective Subsidiaries and such Credit Party
      or such Subsidiary by any act indicates its approval thereof, consent thereto
      or
      acquiescence therein, or an order, judgment or decree is entered appointing
      any
      such trustee, receiver, custodian, liquidator or similar official, or approving
      the petition in any such proceedings, and such order, judgment or decree remains
      unstayed and in effect for more than 30 days; or

     

    (xi)
      any
      order, judgment or decree is entered in any proceedings against any Credit
      Party
      or any Subsidiary of any Credit Party decreeing the dissolution of such Credit
      Party or Subsidiary and such order, judgment or decree remains unstayed and
      in
      effect for more than 60 days: or

     

    (xii)
      any
      order, judgment or decree is entered in any proceedings against any Credit
      Party
      or any of their respective Subsidiaries decreeing a split-up of such Credit
      Party or such Subsidiary which requires the divestiture of assets representing
      a
      substantial part, or the divestiture of the stock of a Subsidiary whose assets
      represent a substantial part, of the consolidated assets of any Credit Party
      and
      its Subsidiaries (determined in accordance with generally accepted accounting
      principles) or which requires the divestiture of assets, or stock of a
      Subsidiary, which shall have contributed a substantial part of the consolidated
      net income of any Credit Party and its Subsidiaries (determined in accordance
      with generally accepted accounting principles) for any of the three fiscal
      years
      then most recently ended, and such order, judgment or decree remains unstayed
      and in effect for more than 60 days; or

     

    
      
        
        

      

      
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    (xiii)
       one
      or
      more final judgments in an aggregate amount in excess of $1,000,000 is rendered
      against any Credit Party or any of their respective Subsidiaries and, within
      30
      days after entry thereof, any such judgment is not discharged or execution
      thereof stayed pending appeal, or within 30 days after the expiration of any
      such stay, such judgment is not discharged; 

     

    (xiv) (A)
      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,
      (B)
      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 Credit Party, any Subsidiary of any
      Credit Party or any ERISA Affiliate that a Plan may become a subject of such
      proceedings, (C) 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 $1,000,000, (D) any Credit
      Party, any Subsidiary of any Credit Party or any ERISA Affiliate shall have
      incurred or is reasonably expected to incur any liability pursuant to Title I or
      IV of ERISA or the penalty or excise tax provisions of the Code relating to
      employee benefit plans, (E) any Credit Party or any ERISA Affiliate withdraws
      from any Multiemployer Plan, or (F) any Credit Party or any Subsidiary of any
      Credit Party establishes or amends any employee welfare benefit plan that
      provides post-employment welfare benefits in a manner that would materially
      increase the liability of any Credit Party or any Subsidiary of any Credit
      Party
      thereunder; and any such event or events described in clauses (A) through (F)
      above, either individually or together with any other such event or events,
      could reasonably be expected to (x) result in liability of any Credit Party
      in
      any aggregate amount exceeding $150,000 in any year or $350,000 for all periods
      or (y) have a Material Adverse Effect; 

     

    (xv)
       any
      Subsidiary or the Parent shall fail to observe or perform in any material
      respect any covenant, condition or agreement contained in the Parent Guaranty
      or
      the Subsidiary Guaranty; 

     

    (xvi)
       the
      Pledge Agreement shall, for any reason, be terminated, cease to be in full
      force
      and effect or cease to create a valid, perfected, first priority security
      interest in the Collateral described in the Pledge Agreement or any party having
      granted any such security interests (or any successor thereto or representative
      thereof) shall make any claim or assertion to such effect, or any Credit Party
      (or any successor thereto or representative thereof) shall claim or assert
      that
      this Agreement, the Parent Guaranty, the Subsidiary Guaranty, the Pledge
      Agreement or any right or remedy of any holder of Shelf Notes hereunder or
      thereunder shall not be enforceable in accordance with its terms;

     

    
      
        
        

      

      
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    (xvii)
       any
      of
      the Transaction Documents shall cease for any reason to be in full force and
      effect or any party thereto (other than the Security Trustee or any holder
      from
      time to time of a Shelf Note) shall purport to disavow its obligations
      thereunder, shall declare that it does not have any further obligation
      thereunder or shall contest the validity or enforceability thereof; or


     

    (xviii) a
      Change
      in Control shall occur;

     

    then
      (a)
      if such event is an Event of Default specified in clause (i) or (ii) of this
      paragraph 7A, any holder of any Shelf Note may at its option during the
      continuance of such Event of Default, by notice in writing to the Co-Issuers,
      terminate the Facility and/or declare all of the Shelf Notes held by such holder
      to be, and all of the Shelf Notes held by such holder shall thereupon be and
      become, immediately due and payable together with interest accrued thereon
      and
      together with the Yield-Maintenance Amount or Breakage Cost Obligation, if
      any,
      or other prepayment compensation (as specified in any Confirmation of Acceptance
      relating to any Series of Floating Rate Shelf Notes), payable with respect
      to
      such Shelf Notes, without presentment, demand, protest or notice of any kind,
      all of which are hereby waived by the Co-Issuers, (b) if such event is an Event
      of Default specified in clause (viii), (ix) or (x) of this paragraph 7A, the
      Facility shall automatically terminate and all of the Shelf Notes at the time
      outstanding shall automatically become immediately due and payable together
      with
      interest accrued thereon and together with the Yield-Maintenance Amount or
      Breakage Cost Obligation, if any, or other prepayment compensation (as specified
      in any Confirmation of Acceptance relating to any Series of Floating Rate Shelf
      Notes), payable with respect to each Shelf Note, without presentment, demand,
      protest or notice of any kind, all of which are hereby waived by the Co-Issuers,
      and (c) with respect to any event constituting an Event of Default (including
      an
      Event of Default described in clauses (i) and (ii) of this paragraph 7A), the
      Required Holder(s) of the Shelf Notes of any Series may at its or their option
      during the continuance of such Event of Default, by notice in writing to the
      Co-Issuers, terminate the Facility and/or declare all of the Shelf Notes of
      such
      Series to be, and all of the Shelf Notes of such Series shall thereupon be
      and
      become, immediately due and payable together with interest accrued thereon
      and
      together with the Yield-Maintenance Amount or Breakage Cost Obligation, if
      any,
      or other prepayment compensation (as specified in any Confirmation of Acceptance
      relating to any Series of Floating Rate Shelf Notes), with respect to each
      Shelf
      Note of such Series, without presentment, demand, protest or notice of any
      kind,
      all of which are hereby waived by the Co-Issuers.

     

    7B.
       Rescission
      of Acceleration.
      At any
      time after any or all of the Shelf Notes of any Series shall have been declared
      immediately due and payable pursuant to paragraph 7A, the Required Holder(s)
      of
      the Shelf Notes of such Series may, by notice in writing to the Co-Issuers,
      rescind and annul such declaration and its consequences if (i) the Co-Issuers
      shall have paid all overdue interest on the Shelf Notes of such Series, the
      principal of and Yield-Maintenance Amount or Breakage Cost Obligation, if any,
      or other prepayment compensation (as specified in any Confirmation of Acceptance
      relating to any Series of Floating Rate Shelf Notes), payable with respect
      to
      any Shelf Notes of such Series which have become due otherwise than by reason
      of
      such declaration, and interest on such overdue interest and overdue principal
      and Yield-Maintenance Amount or Breakage Cost Obligation, if any, or other
      prepayment compensation (as specified in any Confirmation of Acceptance relating
      to any Series of Floating Rate Shelf Notes), at the rate specified in the Shelf
      Notes of such Series, (ii) the Co-Issuers shall not have paid any amounts which
      have become due solely by reason of such declaration, (iii) all Events of
      Default and Defaults, other than non-payment of amounts which have become due
      solely by reason of such declaration, shall have been cured or waived pursuant
      to paragraph 13C, and (iv) no judgment or decree shall have been entered for
      the
      payment of any amounts due pursuant to the Shelf Notes of such Series or this
      Agreement. No such rescission or annulment shall extend to or affect any
      subsequent Event of Default or Default or impair any right arising
      therefrom.

     

    
      
        
        

      

      
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    7C.
       Notice
      of Acceleration or Rescission.
      Whenever
      any Shelf Note shall be declared immediately due and payable pursuant to
      paragraph 7A or any such declaration shall be rescinded and annulled pursuant
      to
      paragraph 7B, the Co-Issuers shall forthwith give written notice thereof to
      the
      holder of each Shelf Note of each Series at the time outstanding.

     

    7D.
       Other
      Remedies.
      If any
      Event of Default or Default shall occur and be continuing, the holder of any
      Shelf Note may proceed to protect and enforce its rights under this Agreement
      and such Shelf Note and the other Transaction Documents by exercising such
      remedies as are available to such holder in respect thereof under applicable
      law, either by suit in equity or by action at law, or both, whether for specific
      performance of any covenant or other agreement contained in this Agreement
      or
      any other Transaction Document or in aid of the exercise of any power granted
      in
      this Agreement or any other Transaction Document. No remedy conferred in this
      Agreement or any other Transaction Document upon the holder of any Shelf Note
      is
      intended to be exclusive of any other remedy, and each and every such remedy
      shall be cumulative and shall be in addition to every other remedy conferred
      herein, in any other Transaction Document or now or hereafter existing at law
      or
      in equity or by statute or otherwise.

     

    8.
       REPRESENTATIONS,
      COVENANTS AND WARRANTIES. Each
      Co-Issuer hereby represents, covenants and warrants as follows (all references
      to “Subsidiary” and “Subsidiaries” in this paragraph 8 shall be deemed omitted
      if the Co-Issuers have no Subsidiaries at the time the representations herein
      are made or repeated):

     

    8A.
       Organization.
      Each
      Obligor is a corporation duly organized and existing in good standing under
      the
      laws of its jurisdiction of organization, each other Credit Party is duly
      organized and existing in good standing under the laws of the jurisdiction
      in
      which it is formed, and each Credit Party has the power to own its respective
      property and to carry on its respective business as now being conducted.


     

    8B.
       Financial
      Statements. 

     

    (i) The
      Obligors have heretofore furnished to Prudential (a) a consolidated balance
      sheet and statements of income, stockholders equity and cash flows of the Parent
      and its Subsidiaries as of and for the fiscal year ended December 31, 2007,
      reported on by KPMG LLP, independent public accountants, and (b) consolidating
      balance sheets of the Parent and its Subsidiaries setting forth such information
      separately for the Parent and each Subsidiary thereof and related consolidating
      statements of operations for the Parent and its Subsidiaries setting forth
      such
      information separately for the Parent and each Subsidiary thereof as of and
      for
      the fiscal year ending December 31, 2007, and including in comparative form
      the
      figures for the preceding fiscal year, certified by its chief financial officer.
      Such financial statements present fairly, in all material respects, the
      financial position and results of operations and cash flows of the Parent and
      of
      its Subsidiaries as of such dates and for such periods in accordance with GAAP.
      The Parent has also heretofore furnished to Prudential its monthly Board of
      Directors Memoranda through September 2008, its Form 10-Q as of and for the
      period ended September 30, 2008 and its interim internal financial statements
      for the nine months through September 2008.

     

    
      
        
        

      

      
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    (ii) Since
      December 31, 2007, except as disclosed in any of the materials referred to
      in
      Section 8B(i)(a), there has been no material adverse change in the business,
      assets, operations, prospects or condition, financial or otherwise, of any
      Credit Party. Except as disclosed on Schedule
      8B
      annexed
      hereto and as complete and correct as of the Effective Date, the Credit Parties
      have no liabilities, contingent or otherwise, not disclosed on the financial
      statements referred to in paragraph 8B(i), other than in respect of goods and
      services arising in the ordinary course of business.

     

    8C.
       Actions
      Pending.
      Except
      as disclosed on Schedule
      8C
      annexed
      hereto, there is no action, suit, investigation or proceeding pending or, to
      the
      knowledge of the Obligors, threatened against any of the Credit Parties or
      any
      of their respective Subsidiaries, or any properties or rights such Persons,
      by
      or before any court, arbitrator or administrative or governmental body which
      could reasonably be expected, individually or in the aggregate, to result in
      a
      Material Adverse Effect.

     

    8D.
       Outstanding
      Indebtedness.
      None of
      the Credit Parties, nor any of their respective Subsidiaries, has outstanding
      any Indebtedness except as permitted by paragraphs 6D, 6F and 6I. There exists
      no default under the provisions of any instrument evidencing such Indebtedness
      or of any agreement relating thereto.

     

    8E.
       Title
      to Properties. 

     

    (i) Each
      Credit Party and its Subsidiaries has good and marketable title (free of Liens
      except such as are set forth on Schedule
      6C
      annexed
      hereto (which is complete and correct as of the Effective Date) or are otherwise
      Permitted Liens) to, or valid leasehold interests in, all its real and personal
      property material to its business, except for minor defects in title that do
      not
      interfere with its ability to conduct its business as currently conducted or
      to
      utilize such properties for their intended purposes. No Credit Party is a party
      to any contract, agreement, lease or instrument (other than the Transaction
      Documents or the Bank Credit Documents) the performance of which, either
      unconditionally or upon the happening of any event, will result in or require
      the creation of a Lien that is not a Permitted Lien (except in favor of the
      Security Trustee or the Collateral Agent) on any of its property or assets
      (now
      owned or hereafter acquired) or otherwise result in a violation of any
      Transaction Documents.

     

    (ii) Except
      as
      set forth in Schedule
      8E,
      each
      Credit Party owns, or is licensed to use, all trademarks, tradenames,
      copyrights, patents and other intellectual property material to its business,
      and the use thereof by such Credit Party and its Subsidiaries does not infringe
      upon the rights of any other Person, except for any such infringements that,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect.

     

    
      
        
        

      

      
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    8F.
       Taxes.
      Each
      Credit Party has and each of its Subsidiaries has timely filed or caused to
      be
      filed all Tax returns and reports required to have been filed and has paid
      or
      caused to be paid all Taxes shown thereon or believed by it to be required
      to
      have been paid by it, except Taxes (i) the amount of which, in the aggregate,
      is
      not Material, (ii) that are being contested in good faith by appropriate
      proceedings and for which such Credit Party or such Subsidiary, as applicable,
      has set aside on its books adequate reserves, or (iii) the failure to file
      a
      return for, or the failure to pay such Taxes, would not have a Material Adverse
      Effect on the Credit Parties..

     

    8G.
       Conflicting
      Agreements and Other Matters. Neither
      the Credit Parties nor any of their respective Subsidiaries is a party to any
      contract or agreement or subject to any charter or other corporate restriction
      which could reasonably be expected to result in a Material Adverse Effect.
      Neither the execution nor delivery of this Agreement, the Shelf Notes or any
      other Transaction Document, nor the offering, issuance and sale of the Shelf
      Notes, nor fulfillment of nor compliance with the terms and provisions hereof
      and of the Shelf Notes will conflict with, or result in a breach of the terms,
      conditions or provisions of, or constitute a default under, or result in any
      violation of, or result in the creation of any Lien upon any of the properties
      or assets of any Credit Party or any of their respective Subsidiaries pursuant
      to, the charter or by-laws of any such Person, any award of any arbitrator
      or
      any agreement (including any agreement with stockholders of such Person),
      instrument, order, judgment, decree, statute, law, rule or regulation to which
      the Co-Issuers or any of their respective Subsidiaries is subject. Neither
      the
      Credit Parties nor any of their respective Subsidiaries is a party to, or
      otherwise subject to any provision contained in, any instrument evidencing
      Indebtedness of such Person, any agreement relating thereto or any other
      contract or agreement (including its charter) which limits the amount of, or
      otherwise imposes restrictions on the incurring of, Indebtedness of such Person
      of the type to be evidenced by the Shelf Notes or created by the Subsidiary
      Guaranty except as set forth in the agreements listed in Schedule
      8G
      attached
      hereto (as such Schedule 8G may have been modified from time to time by written
      supplements thereto delivered by the Co-Issuers to Prudential).

     

    8H.
       Offering
      of Shelf Notes.
      Neither
      the Co-Issuers nor any agent acting on its behalf has, directly or indirectly,
      offered the Shelf Notes or any similar security of the Co-Issuers for sale
      to,
      or solicited any offers to buy the Shelf Notes or any similar security of the
      Co-Issuers from, or otherwise approached or negotiated with respect thereto
      with, any Person other than Prudential Affiliates and not more than 20 other
      institutional investors, and neither the Co-Issuers nor any agent acting on
      its
      behalf has taken or will take any action which would subject the offer, issuance
      or sale of the Shelf Notes to the provisions of Section 5 of the Securities
      Act or to the provisions of any securities or Blue Sky law of any applicable
      jurisdiction. 

     

    8I.
       Use
      of Proceeds.
      The
      proceeds of the Shelf Notes will be used to repay certain existing Indebtedness
      of the Co-Issuers and for other general corporate purposes. None of the proceeds
      of the sale of any Shelf Notes will be used, directly or indirectly, for the
      purpose, whether immediate, incidental or ultimate, of purchasing or carrying
      any “margin stock” as defined in Regulation U (12 CFR Part 207) of the Board of
      Governors of the Federal Reserve System (herein called “margin
      stock”)
      or for
      the purpose of maintaining, reducing or retiring any Indebtedness which was
      originally incurred to purchase or carry any stock that is then currently a
      margin stock or for any other purpose which might constitute the purchase of
      such Shelf Notes a “purpose credit” within the meaning of such Regulation U.
      Neither the Obligors nor any agent acting on their behalf has taken or will
      take
      any action which might cause this Agreement or the Shelf Notes to violate
      Regulation T, Regulation U or any other regulation of the Board of Governors
      of
      the Federal Reserve System or to violate the Exchange Act, in each case as
      in
      effect now or as the same may hereafter be in effect. Margin stock does not
      constitute more than 5% of the value of the consolidated assets of the Parent
      and its Subsidiaries, and the Parent does not have any present intention that
      margin stock will constitute more than 5% of the value of such
      assets.

     

    
      
        
        

      

      
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    8J.
       ERISA.
      No
      accumulated funding deficiency (as defined in section 302 of ERISA and section
      412 of the Code), whether or not waived, exists with respect to any Plan (other
      than a Multiemployer Plan). No liability to the PBGC has been or is expected
      by
      the Credit Parties, any Subsidiary or any ERISA Affiliate to be incurred with
      respect to any Plan (other than a Multiemployer Plan) by the Credit Parties,
      any
      Subsidiary, any of their respective Subsidiaries or any ERISA Affiliate which
      is
      or would be materially adverse to the business, property or assets, condition
      (financial or otherwise) or operations of the Credit Parties, any Subsidiary
      and
      their respective Subsidiaries taken as a whole. Neither the Credit Parties,
      any
      of their respective Subsidiaries nor any ERISA Affiliate has incurred or
      presently expects to incur any withdrawal liability under Title IV of ERISA
      with
      respect to any Multiemployer Plan which is or would be materially adverse to
      the
      business, property or assets, condition (financial or otherwise) or operations
      of the Credit Parties and their respective Subsidiaries taken as a whole. The
      execution and delivery of this Agreement and the issuance and sale of the Shelf
      Notes will be exempt from or will not involve any transaction which is subject
      to the prohibitions of section 406 of ERISA and will not involve any transaction
      in connection with which a penalty could be imposed under section 502(i) of
      ERISA or a tax could be imposed pursuant to section 4975 of the Code. The
      representation by the Obligors in the next preceding sentence is made in
      reliance upon and subject to the accuracy of the representation of each
      Purchaser in paragraph 9B as to the source of funds to be used by it to purchase
      any Shelf Notes. 

     

    8K.
       Governmental
      Consent.
      Neither
      the nature of the Credit Parties or of any of their Subsidiaries, nor any of
      their respective businesses or properties, nor any relationship between any
      of
      the Credit Parties or any of their respective Subsidiaries and any other Person,
      nor any circumstance in connection with the offering, issuance, sale or delivery
      of the Shelf Notes or the use of the proceeds thereof is such as to require
      any
      authorization, consent, approval, exemption or any action by or notice to or
      filing with any court or administrative or governmental body (other than the
      filing of UCC financing statements) in connection with the execution and
      delivery of this Agreement and the other Transaction Documents, the offering,
      issuance, sale or delivery of the Shelf Notes or fulfillment of or compliance
      with the terms and provisions hereof or of any other Transaction
      Document.

     

    8L.
       Compliance
      With Laws.
      The
      Credit Parties and their respective Subsidiaries and all of their respective
      properties and facilities have complied at all times and in all respects with
      all foreign, federal, state, local and regional statutes, laws, ordinances
      and
      judicial or administrative orders, judgments, rulings and regulations, including
      without limitation, all Environmental Laws, except,
      in any
      such case, where failure to comply could not reasonably be expected to result
      in
      a Material Adverse Effect.

     

    
      
        
        

      

      
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    8M.
       Disclosure.
      Neither
      this Agreement or any of the other Transaction Documents nor any other document,
      certificate or statement furnished to any Purchaser by or on behalf of any
      Credit Party or any of their respective Subsidiaries in connection herewith
      contains any untrue statement of a material fact or omits to state a material
      fact necessary in order to make the statements contained herein and therein
      not
      misleading. There is no fact peculiar to the any Credit Party or any of their
      respective Subsidiaries which could reasonably be expected to result in a
      Material Adverse Effect and which has not been set forth in this Agreement.
      As
      of such Closing Day, the financial projections most recently delivered by the
      Parent to Prudential were reasonable on the date delivered based on the
      assumptions contained therein and the best information available to the
      Obligors.

     

    8N.
       Hostile
      Tender Offers.
      None of
      the proceeds of the sale of any Shelf Notes will be used to finance a Hostile
      Tender Offer.

     

    8O.
       Investment
      Company Act.
      Neither
      any of the Credit Parties nor any of their respective Subsidiaries is an
“investments company” or a company "controlled" by an "investment company"
      required to register within the meaning of the Investment Company Act of 1940,
      as amended.

     

    8P.
       [Intentionally
      Omitted]

     

    8Q.
       Foreign
      Assets Control Regulations, etc.  

     

    (i) Neither
      the sale of the Shelf Notes by the Co-Issuers 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.

     

    (ii) Neither
      the Co-Issuers nor any of their respective Subsidiaries (a) is a Person
      described or designated in the Specially Designated Nationals and Blocked
      Persons List of the Office of Foreign Assets Control or in Section 1 of the
      Anti-Terrorism Order or (b) knowingly engages in any dealings or transactions
      with any such Person. The Parent and its Subsidiaries are in compliance, in
      all
      material respects, with the USA Patriot Act.

     

    (iii)No
      part
      of the proceeds from the sale of the Shelf Notes hereunder will be used,
      directly or indirectly, for any payments to any governmental official or
      employee, political party, official of a political party, candidate for
      political office, or anyone else acting in an official capacity, in order to
      obtain, retain or direct business or obtain any improper advantage, in violation
      of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
      in all cases that such Act applies to the Co-Issuers.

     

    
      
        
        

      

      
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    9.
       REPRESENTATIONS
      OF THE PURCHASERS.

     

    Each
      Purchaser represents as follows:

     

    9A.
       Nature
      of Purchase.
      Such
      Purchaser represents it is purchasing the Shelf Notes purchased by it hereunder
      for investment for its own account or for one or more separate accounts
      maintained by it or for the account of one or more pension or trust funds (or
      commingled pension trust funds) and not with a view to or for sale in connection
      with any distribution thereof within the meaning of the Securities Act, provided
      that the disposition of such Purchaser's property shall at all times be and
      remain within its control. Each Purchaser understands that the Shelf 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 such circumstances where neither
      such registration nor such an exemption is required by law, and that neither
      of
      the Co-Issuers is required to register any of the Shelf Notes.

     

    9B.
       Source
      of Funds.
      At least
      one of the following statements is an accurate representation as to each source
      of funds (a “Source”)
      to be
      used by such Purchaser to pay the purchase price of the Shelf Notes to be
      purchased by such Purchaser hereunder:

     

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

     

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

     

    (iii) the
      Source is either (a) an insurance company pooled separate account, within the
      meaning of PTE 90-1 or (b) a bank collective investment fund, within the meaning
      of the PTE 91-38 and, except as disclosed by such Purchaser to the Co-Issuers
      in
      writing pursuant to this clause (iii), 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

     

    
      
        
        

      

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

     

    (v) the
      Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
      PTE 96-23 (the “INHAM
      Exemption”))
      managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV
      of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM
      Exemption are satisfied, neither the INHAM nor a person controlling or
      controlled by the INHAM (applying the definition of “control” in Section IV(h)
      of the INHAM Exemption) owns a 5% or more interest in the Co-Issuers and (a)
      the
      identity of such INHAM and (b) the name(s) of the employee benefit plan(s)
      whose
      assets constitute the Source have been disclosed to the Co-Issuers in writing
      pursuant to this clause (v); or

     

    (vi) the
      Source is a governmental plan; or

     

    (vii) 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 Co-Issuers in writing pursuant to this clause (vii);
      or

     

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

     

    As
      used
      in this paragraph 9B, the terms “employee benefit plan,” “governmental
      plan,” and “separate account” shall have the respective meanings assigned to
      such terms in Section 3 of ERISA.

     

    10.
       DEFINITIONS;
      ACCOUNTING MATTERS. 

     

    For
      the
      purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or
      within the text of any other paragraph) shall have the respective meanings
      specified therein and all accounting matters shall be subject to determination
      as provided in paragraph 10C.

     

    
      
        
        

      

      
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    10A.
       Yield-Maintenance
      Terms.

     

    “Called
      Principal”
shall
      mean, with respect to any Fixed Rate Shelf Note, the principal of such Fixed
      Rate Shelf Note that is to be prepaid pursuant to paragraph 4B or paragraph
      4C
      or is declared to be immediately due and payable pursuant to paragraph 7A,
      as
      the context requires.

     

    “Designated
      Spread”
shall
      mean 0.50% in the case of each Fixed Rate Shelf Note of any Series unless the
      Confirmation of Acceptance with respect to the Fixed Rate Shelf Notes of such
      Series specifies a different Designated Spread in which case it shall mean,
      with
      respect to each Fixed Rate Shelf Note of such Series, the Designated Spread
      so
      specified. 

     

    “Discounted
      Value”
shall
      mean, with respect to the Called Principal of any Fixed Rate Shelf 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 (as converted to reflect
      the periodic basis on which interest on such Fixed Rate Shelf Note is payable,
      if payable other than on a semi-annual basis) equal to the Reinvestment Yield
      with respect to such Called Principal.

     

    “Reinvestment
      Yield”
shall
      mean, with respect to the Called Principal of any Fixed Rate Shelf Note, the
      Designated Spread over the yield to maturity implied by (i) the yields reported
      as of 10:00 a.m. (New York City local time) on the Business Day next preceding
      the Settlement Date with respect to such Called Principal 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 on the display designated
      as
“Page PX1” on Bloomberg Financial Markets (or, if Bloomberg Financial Markets
      shall cease to report such yields in Page PX1 or shall cease to be Prudential’s
      customary source of information for calculating yield-maintenance amounts on
      privately placed notes, then such source as is then Prudential’s customary
      source of such information), or if such yields shall not be reported as of
      such
      time or the yields reported as of such time shall not be ascertainable, (ii)
      the
      Treasury Constant Maturity Series yields reported, for the latest day for which
      such yields shall have been so reported as of the Business Day next 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 shall 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 yields reported for various
      maturities. The Reinvestment Yield shall be rounded to that number of decimal
      places as appears in the coupon of the applicable Fixed Rate Shelf
      Note.

     

    “Remaining
      Average Life”
shall
      mean, with respect to the Called Principal of any Fixed Rate Shelf Note, 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) each Remaining Scheduled Payment of such Called Principal (but
      not of interest thereon) by (b) the number of years (calculated to the nearest
      one-twelfth year) which will elapse between the Settlement Date with respect
      to
      such Called Principal and the scheduled due date of such Remaining Scheduled
      Payment.

     

    
      
        
        

      

      
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    “Remaining
      Scheduled Payments”
shall
      mean, with respect to the Called Principal of any Shelf Note, all payments
      of
      such Called Principal and interest thereon that would be due on or 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.

     

    “Settlement
      Date”
shall
      mean, with respect to the Called Principal of any Fixed Rate Shelf Note, the
      date on which such Called Principal is to be prepaid pursuant to paragraph
      4B or
      paragraph 4C or is declared to be immediately due and payable pursuant to
      paragraph 7A, as the context requires.

     

    “Yield-Maintenance
      Amount”
shall
      mean, with respect to any Fixed Rate Shelf Note, an amount equal to the excess,
      if any, of the Discounted Value of the Called Principal of such Fixed Rate
      Shelf
      Note over the sum of (i) such Called Principal plus (ii) interest accrued
      thereon as of (including interest due on) the Settlement Date with respect
      to
      such Called Principal. The Yield-Maintenance Amount shall in no event be less
      than zero.

     

    10B.
       Other
      Terms.

     

    “Acceptance”
shall
      have the meaning specified in paragraph 2E.

     

    “Acceptance
      Day”
shall
      have the meaning specified in paragraph 2E.

     

    “Acceptance
      Window”
shall
      have the meaning specified in paragraph 2E.

     

    “Accepted
      Note”
shall
      have the meaning specified in paragraph 2E.

     

    “Affiliate”
shall
      mean, at any time, and with respect to any Person, (i) 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 (ii)
      any Person beneficially owning or holding, directly or indirectly, 10% or more
      of any class of voting or equity interests of the Parent or any Subsidiary
      or
      any corporation of which the Parent and its Subsidiaries beneficially own or
      hold, in the aggregate, directly or indirectly, 10% or more of any class of
      voting or equity interests. Unless the context otherwise clearly requires,
      any
      reference to an "Affiliate" is a reference to an Affiliate of the
      Parent.

     

    “Agreement,
      this”
shall
      have the meaning specified in paragraph 13C.

     

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

     

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

     

    “Authorized
      Officer”
shall
      mean (i) in the case of the Obligors, each Obligor’s chief executive officer,
      its chief financial officer, its treasurer, any vice president of such Obligors
      designated as an “Authorized Officer” of the Obligor in the Information Schedule
      attached hereto or any vice president of such Obligor designated as an
“Authorized Officer” of such Obligor for the purpose of this Agreement in an
      Officer's Certificate executed by such Obligor’s chief executive officer or
      chief financial officer and delivered to Prudential, and (ii) in the case of
      Prudential, any officer of Prudential designated as its “Authorized Officer” in
      the Information Schedule or any officer of Prudential designated as its
“Authorized Officer” for the purpose of this Agreement in a certificate executed
      by one of its Authorized Officers. Any action taken under this Agreement on
      behalf of any Obligor by any individual who on or after the date of this
      Agreement shall have been an Authorized Officer of such Obligor and whom
      Prudential in good faith believes to be an Authorized Officer of such Obligor
      at
      the time of such action shall be binding on such Obligor even though such
      individual shall have ceased to be an Authorized Officer of such Obligor, and
      any action taken under this Agreement on behalf of Prudential by any individual
      who on or after the date of this Agreement shall have been an Authorized Officer
      of Prudential and whom the Obligors in good faith believe to be an Authorized
      Officer of Prudential at the time of such action shall be binding on Prudential
      even though such individual shall have ceased to be an Authorized Officer of
      Prudential.

     

    
      
        
        

      

      
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    “Available
      Facility Amount”
shall
      have the meaning specified in paragraph 2A.

     

    “Bank
      Credit Agreement”
shall
      mean that certain Amended and Restated Credit Agreement, dated as of November
      25, 2008, by and among Kinro, Lippert Components, the Bank Lenders and JPMorgan
      Chase Bank, N.A., as administrative agent for the Bank Lenders, or any renewal,
      refinancing, refunding or replacement thereof, as any of the foregoing may
      be
      amended, restated or otherwise modified from time to time.

     

    “Bank
      Credit Documents”
shall
      mean the Bank Credit Agreement, the revolving credit notes issued thereunder
      and
      each document, agreement or instrument executed in connection therewith or
      related thereto.

     

    “Bank
      Lenders”
shall
      mean the lenders from time to time party to the Bank Credit
      Agreement.

     

    “Bankruptcy Law”
shall
      have the meaning specified in clause (viii) of paragraph 7A.

     

    “Breakage
      Cost Obligation”
shall
      have the meaning ascribed to such term in paragraph 2I(2).

     

    “Business
      Day”
shall
      mean any day other than (i) a Saturday or a Sunday, (ii) a day on which
      commercial banks in New York City are required or authorized to be closed,
      (iii)
      for purposes of paragraph 2C hereof only, a day on which Prudential is not
      open
      for business and (iv) in respect of any determination of the LIBOR Rate or
      any
      payment in respect of a Floating Rate Shelf Note that bears interest based
      on
      the LIBOR Rate, any day on which commercial banks and foreign exchange markets
      are not open in respect of U.S. Dollar deposits in London.

     

    “Cancellation
      Date”
shall
      have the meaning specified in paragraph 2H(3).

     

    “Cancellation
      Fee”
shall
      have the meaning specified in paragraph 2H(3).

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    “Capital
      Expenditures”
shall
      mean, for any period, the sum of all amounts that would, in accordance with
      GAAP, be included as capital expenditures on the consolidated statement of
      cash
      flows for the Parent and its consolidated Subsidiaries during such period
      (including the amount of assets leased under any Capital Lease Obligation during
      such period), less the net proceeds received by such Persons during such period
      from sales of fixed tangible assets as reflected on the consolidated statement
      of cash flows for that period.

     

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

     

    “Capital
      Stock”
shall
      mean, with respect to any Person, any class of preferred, common or other
      capital stock, share capital or similar equity interest of such Person,
      including limited or general partnership interests in a partnership and units
      or
      membership interests in a limited liability company.

     

    “Capitalized
      Lease Obligation”
shall
      mean any rental obligation which, under GAAP, is or will be required to be
      capitalized on the books of the Parent or any Subsidiary, taken at the amount
      thereof accounted for as indebtedness (net of interest expenses) in accordance
      with GAAP.

     

    “Change
      in Control”
shall
      mean (a) the acquisition of ownership, directly or indirectly, beneficially
      or
      of record, by any Person or group (within the meaning of the Exchange Act and
      the rules of the SEC thereunder as in effect on the date hereof, excluding
      management personnel as listed in the proxy statement dated April 21, 2008
      of
      the Parent) of Equity Interests representing more than 35% of the aggregate
      ordinary voting power represented by the issued and outstanding Equity Interests
      of the Parent; (b) occupation after the Effective Date of a majority of the
      seats (other than vacant seats) on the board of directors of the Parent by
      Persons who were neither (i) nominated by the board of directors of the Parent
      nor (ii) appointed by directors so nominated; (c) the acquisition after the
      Effective Date of direct or indirect Control of the Parent by any Person or
      group; or (d) the ownership after the Effective Date by any Person other than
      the Parent of any Equity Interests of any Co-Issuer, or the ownership by any
      Person other than a Co-Issuer, or the Subsidiary of a Co-Issuer that is the
      owner thereof as of the Effective Date (or such later date on which such
      Subsidiary Guarantor becomes a Subsidiary Guarantor pursuant to the terms of
      this Agreement), of any Equity Interests of any Subsidiary
      Guarantor.

     

    “Closing
      Day”
shall
      mean with respect to any Accepted Note, the Business Day specified for the
      closing of the purchase and sale of such Accepted Note in the Request for
      Purchase of such Accepted Note, provided
      that (i)
      if the Co-Issuers and the Purchaser which is obligated to purchase such Accepted
      Note agree on an earlier Business Day for such closing, the “Closing
      Day”
for
      such Accepted Note shall be such earlier Business Day, and (ii) if the closing
      of the purchase and sale of such Accepted Note is rescheduled pursuant to
      paragraph 2G, the Closing Day for such Accepted Note, for all purposes of this
      Agreement except references to “original Closing Day” in paragraph 2H(2), shall
      mean the Rescheduled Closing Day with respect to such Accepted
      Note.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    “Co-Issuers”
shall
      have the meaning specified in the introductory paragraph hereto.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended.

     

    “Collateral”
shall
      mean the shares of Capital Stock of the Credit Parties in which a Lien has
      been
      created under the Pledge Agreement in favor of the Security Trustee for the
      benefit of the holders of the Shelf Notes to secure the obligations of the
      Credit Parties under this Agreement, the Shelf Notes and the other Transaction
      Documents.

     

    “Collateral
      Agent”
shall
      mean JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the
      Bank
      Lenders.

     

    “Confirmation
      of Acceptance”
shall
      have the meaning specified in paragraph 2E.

     

    “Confirmation
      and Reaffirmation of Parent Guaranty”
shall
      have the meaning specified in paragraph 3A(1)(i).

     

    “Confirmation
      and Reaffirmation of Pledge Agreement”
shall
      have the meaning specified in paragraph 3A(1)(iv).

     

    “Confirmation
      and Reaffirmation of Subordination Agreement”
shall
      have the meaning specified in paragraph 3A(1)(iii).

     

    “Confirmation
      and Reaffirmation of Subsidiary Guaranty”
shall
      have the meaning specified in paragraph 3A(1)(ii).

     

    “Consolidated
      Indebtedness”
shall
      mean, as of any date of determination, all Indebtedness of the Parent and its
      Subsidiaries as would be shown on a consolidated balance sheet of the Parent
      and
      its Subsidiaries as of such date prepared in accordance with GAAP (other than
      the undrawn amount of any letters of credit issued pursuant to the terms of
      the
      Bank Credit Agreement).

     

    “Consolidated
      Net Income”
shall
      mean, for any period, the net income or loss of the Parent and its Subsidiaries
      for such period determined on a consolidated basis in accordance with GAAP,
      but
      excluding: (i) non-cash after-tax charges for the impairment of goodwill or
      other related intangibles; (ii) extraordinary gains or losses; (iii) net
      earnings of any business entity (other than a direct or indirect Subsidiary
      of
      the Parent) in which the Parent or any of its Subsidiaries has an ownership
      interest unless such net earnings shall have been actually received by the
      Parent or its Subsidiaries in the form of cash distributions; (iv) any portion
      of net earnings of any Subsidiary of the Parent which for any reason is
      unavailable for distribution to the Parent; (v) the cumulative effect of a
      change in accounting principles; (vi) a charge recorded in the fiscal quarter
      of
      the Parent ending December 31, 2008 of up to $2,500,000 for certain executive
      post-employment severance charges; and (vii) any and all gains and losses that
      would be categorized as other comprehensive income under GAAP.

     

    “Consolidated
      Net Worth”
shall
      mean, as of the date of determination, (a) the sum of (i) the par value (or
      value stated on the books of the Parent) of the Capital Stock (but excluding
      treasury stock and capital stock subscribed and unissued) of the Parent and
      its
      Subsidiaries plus
      (ii) the
      amount of the paid-in capital and retained earnings of the Parent and its
      Subsidiaries, in each case as such amounts would be shown on a consolidated
      balance sheet of the Parent and its Subsidiaries as of such date prepared in
      accordance with GAAP, minus
      (b) to
      the extent included in clause (a) all amounts property attribute to Minority
      Interests, if any, in the stock and surplus of Subsidiaries. For purposes of
      calculating the Consolidated Net Worth the value of all accounts comprising
      “Other Comprehensive Income” (as determined in accordance with GAAP) shall be
      excluded.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    “Consolidated
      Tangible Net Worth”
shall
      mean, as of any date of determination, (a) the sum of (i) the par value (or
      value stated on the books of the Parent) of the Capital Stock (but excluding
      treasury stock and capital stock subscribed and unissued) of the Parent and
      its
      Subsidiaries plus
      (ii) the
      amount of the paid-in capital and retained earnings of the Parent and its
      Subsidiaries, in each case as such amounts would be shown on a consolidated
      balance sheet of the Parent and its Subsidiaries as of such date prepared in
      accordance with GAAP, minus
      (b) to
      the extent included in clause (a), (i) all amounts properly attributable to
      Minority Interests, if any, in the stock and surplus of Subsidiaries of the
      Parent, and (ii) the sum of the following (without duplication of deductions
      in
      respect of items already deducted in arriving at surplus and retained earnings):
      (A) cost of treasury shares, (B) the book value of all assets which should
      be
      classified as intangibles (but in any event including goodwill, research and
      development costs, customer relationships, trademarks, trade names, copyrights,
      patents and franchises and unamortized debt discount), and (C) any write-up
      in
      the book value of assets resulting from a revaluation thereof (other than any
      such write-up made in connection with the acquisition of an asset from a Person
      which is not an Affiliate of a Credit Party and so long as such a write-up
      is
      made in accordance with GAAP and is based on the Fair Market Value of the
      asset).

     

    “Consolidated
      Total Assets”
shall
      mean, as of any date of determination, the total assets of the Parent and its
      Subsidiaries as would be shown on a consolidated balance sheet of the Parent
      and
      its Subsidiaries as of such date prepared in accordance with GAAP.

     

    “Consolidated
      Total Capitalization”
shall
      mean, at any time, the sum of (i) Consolidated Indebtedness and (ii)
      Consolidated Tangible Net Worth, in each case determined as of the last day
      of
      the fiscal quarter of the Parent then most recently ended.

     

    “Control”
shall
      mean the possession, directly or indirectly, of the power to direct or cause
      the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or otherwise.

     

    “Credit
      Parties”
shall
      mean, collectively, without duplication, the Obligors and the Subsidiary
      Guarantors.

     

    “Delayed
      Delivery Fee”
shall
      have the meaning specified in paragraph 2H(2).

     

    “Distribution”
shall
      mean in respect of any Person: (a) dividends or other distributions or payments
      on capital stock or other equity interest of such Person (except distributions
      in such stock or other equity interest); and (b) the redemption or acquisition
      of such stock or other equity interests or of warrants, rights or other options
      to purchase such stock or other equity interests (except when solely in exchange
      for such stock or other equity interests) unless made, contemporaneously, from
      the net proceeds of a sale of such stock or other equity interests (but
      excluding the acquisition through repurchase programs by the Parent of its
      common stock to be held as treasury stock).

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    “EBITDA”
shall
      mean, for any period in issue, the sum of, without duplication, income before
      income taxes for such period, plus, to the extent deducted in determining income
      for such period, net interest expense (whether paid or accrued), depreciation,
      amortization of tangible or intangible assets, and any non-cash charges relating
      to the impairment of goodwill and non-cash expenses in connection with
      stock-based compensation, extraordinary gains (or losses) and any gains (or
      losses) from the sale or disposition of assets other than in the ordinary course
      of business; all on a consolidated basis for the Parent and its Subsidiaries
      and
      all calculated in accordance with GAAP; and a charge recorded in the fiscal
      quarter of the Parent ending December 31, 2008 of up to $2,500,000 for certain
      executive post-employment severance charges.

     

    “Effective
      Date”
shall
      mean November 25, 2008.

     

    “Environmental
      Laws”
shall
      mean all federal, state, local and foreign laws relating to pollution or
      protection of the environment, including laws relating to emissions, discharges,
      releases or threatened releases of pollutants, contaminants, chemicals, or
      industrial, toxic or hazardous substances or wastes into the environment
      (including, without limitation, ambient air, surface water, ground water or
      land), or otherwise relating to the manufacture, processing, distribution,
      use,
      treatment, storage, disposal, transport, or handling of pollutants,
      contaminants, chemicals, or industrial, toxic or hazardous substances or wastes,
      and any and all regulations, codes, plans, orders, decrees, judgments,
      injunctions, notices or demand letters issued, entered, promulgated or approved
      thereunder.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.

     

    “ERISA
      Affiliate”
shall
      mean any corporation which is a member of the same controlled group of
      corporations as any Credit Party within the meaning of section 414(b) of the
      Code, or any trade or business which is under common control with any Credit
      Party within the meaning of section 414(c) of the Code.

     

    “ERISA
      Event”
shall
      mean (i) any "reportable event", as defined in Section 4043 of ERISA or the
      regulations issued thereunder with respect to a Plan (other than an event for
      which the 30-day notice period is waived); (b) the existence with respect to
      any
      Plan of an "accumulated funding deficiency" (as defined in Section 412 of the
      Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant
      to
      Section 412(d) of the Code or Section 303(d) of ERISA of an application for
      a
      waiver of the minimum funding standard with respect to any Plan; (d) the
      incurrence by any Credit Party or any of its ERISA Affiliates of any liability
      under Title IV of ERISA with respect to the termination of any Plan; (e) the
      receipt by any Credit Party or any ERISA Affiliate from the PBGC or a plan
      administrator of any notice relating to an intention to terminate any Plan
      or
      Plans or to appoint a trustee to administer any Plan; (f) the incurrence by
      any
      Credit Party or any of its ERISA Affiliates of any liability with respect to
      the
      withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g)
      the
      receipt by any Credit Party or any ERISA Affiliate of any notice, or the receipt
      by any Multiemployer Plan from any Credit Party or any ERISA Affiliate of any
      notice, concerning the imposition of Withdrawal Liability or a determination
      that a Multiemployer Plan is, or is expected to be, insolvent or in
      reorganization, within the meaning of Title IV of ERISA.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    “Event
      of Default”
shall
      mean any of the events specified in paragraph 7A, provided that there has been
      satisfied any requirement in connection with such event for the giving of
      notice, or the lapse of time, or the happening of any further condition, event
      or act, and “Default”
shall
      mean any of such events, whether or not any such requirement has been
      satisfied.

     

    “Excess
      Assets”
shall
      have the meaning specified in paragraph 6H(ii).

     

    “Excess
      Replacement Assets”
shall
      have the meaning specified in paragraph 6H(ii). 

     

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

     

    “Existing
      Agreement”
shall
      have the meaning specified in paragraph 1A.

     

    “Existing
      Noteholder(s)”
shall
      have the meaning specified in paragraph 1A.

     

    “Facility”
shall
      have the meaning specified in paragraph 2A.

     

    “Fair
      Market Value”
shall
      mean at any time and with respect to any property, the sale value of such
      property that would reasonably be estimated to 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).

     

    “Fixed
      Rate Shelf Note”
shall
      have the meaning specified in paragraph 1D.

     

    “Floating
      Rate Shelf Note”
shall
      have the meaning specified in paragraph 1E.

     

    “GAAP”
shall
      mean generally accepted accounting principles as in effect from time to time
      in
      the United States of America as promulgated by the Financial Accounting
      Standards Board (“FASB”) or other accounting standards setting entity accepted
      by the SEC.

     

    “Governmental
      Authority”
shall
      mean 

     

    (i) the
      government of

     

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

     

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

     

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

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    “Guarantee”
shall
      mean, with respect to any Person (the “guarantor”),
      any
      obligation, contingent or otherwise, of the guarantor guaranteeing or having
      the
      economic effect of guaranteeing any Indebtedness or other obligation of any
      other Person (the “primary
      obligor”)
      in any
      manner, whether directly or indirectly, and including any obligation of the
      guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
      funds for the purchase or payment of) such Indebtedness or other obligation
      or
      to purchase (or to advance or supply funds for the purchase of) any security
      for
      the payment thereof, (b) to purchase or lease property, securities or services
      for the purpose of assuring the owner of such Indebtedness or other obligation
      of the payment thereof, (c) to maintain working capital, equity capital or
      any
      other financial statement condition or liquidity of the primary obligor so
      as to
      enable the primary obligor to pay such Indebtedness or other obligation or
      (d)
      as an account party in respect of any letter of credit or letter of guaranty
      issued to support such Indebtedness or obligation; provided,
      that
      the term “Guarantee” shall not include endorsements for collection or deposit in
      the ordinary course of business. The amount of any Guarantee shall be equal
      to
      the outstanding principal amount of the obligation guaranteed or such lesser
      amount to which the maximum exposure of the guarantor shall have been
      specifically limited. 

     

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

     

    “Hedging
      Agreement”
shall
      mean any interest rate protection agreement, foreign currency exchange
      agreement, commodity price protection agreement or other interest or currency
      exchange rate or commodity price hedging arrangement.

     

    “Hedging
      Exposure Amount”
shall
      mean at any time the maximum aggregate amount (giving effect to any netting
      agreements) that the Obligors and the Subsidiaries thereof would be required
      to
      pay at such time if all of their Hedging Agreements were terminated at such
      time.

     

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

     

    “Inactive
      Subsidiary”
shall
      mean, with respect to any Person, a Subsidiary of such Person (i) that conducts
      no business activities on the Effective Date nor on any date thereafter, (ii)
      the assets of which Subsidiary have a Fair Market Value less than the smaller
      of
      (x) $50,000 or (y) one-half of one percent (.50%) of the consolidated assets
      of
      such Person and its Subsidiaries; and (iii) the total liabilities of which
      are
      less than $25,000; provided
      that
      if
      the assets of all such Subsidiaries that meet the conditions of clauses (i),
      (ii) and (iii) (each, a "Specified Subsidiary"), in the aggregate, exceed either
      of the thresholds of clause (ii), then there shall be excluded from the term
      "Inactive Subsidiary" the Specified Subsidiary having the greatest assets,
      and,
      if necessary, the Specified Subsidiary having the next greatest assets, and
      so
      on, until the assets of the remaining Specified Subsidiaries, in the aggregate,
      no longer exceed either of such thresholds of clause (ii) (such remaining
      Specified Subsidiaries constituting the Inactive Subsidiaries); provided further,
      that no
      Credit Party shall be an Inactive Subsidiary.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    “including”
shall
      mean, unless the context clearly requires otherwise, “including without
      limitation”.

     

    “Indebtedness”
of
      any
      Person means, without duplication, (a) all obligations of such Person for
      borrowed money or with respect to deposits or advances of any kind, (b) all
      obligations of such Person evidenced by bonds, debentures, notes or similar
      instruments, (c) all obligations of such Person upon which interest charges
      are
      customarily paid, (d) all obligations of such Person under conditional sale
      or
      other title retention agreements relating to property acquired by such Person,
      (e) all Indebtedness of others secured by (or for which the holder of such
      Indebtedness has an existing right, contingent or otherwise, to be secured
      by)
      any Lien on property owned or acquired by such Person, whether or not the
      Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person
      of Indebtedness of others, (g) all Capitalized Lease Obligations of such Person
      (and excluding from the definition of Indebtedness leases of real property
      or
      personal property which are not Capital Leases), (h) all obligations, contingent
      or otherwise, of such Person as an account party in respect of letters of credit
      and letters of guaranty (other than performance guaranties) and (i) all
      obligations, contingent or otherwise, of such Person in respect of bankers'
      acceptances. The Indebtedness of any Person shall include the Indebtedness
      of
      any other entity (including any partnership in which such Person is a general
      partner) to the extent such Person is liable therefor as a result of such
      Person's ownership interest in or other relationship with such entity, except
      to
      the extent the terms of such Indebtedness provide that such Person is not liable
      therefor. 

     

    “INHAM
      Exemption”
shall
      have the meaning specified n paragraph 9B(v).

     

    “Intercreditor
      Agreement”
shall
      mean that certain Amended and Restated Intercreditor Agreement, dated as of
      November 25, 2008, by and among the Bank Lenders, JPMorgan Chase Bank, N.A.,
      in
      its capacity as administrative agent for the Bank Lenders and as Collateral
      Agent, Prudential, each of the other holders from time to time of the Shelf
      Notes and the Security Trustee (as amended, restated, supplemented or otherwise
      modified from time to time).

     

    “Interest
      Charges”
shall
      mean, for any period of four consecutive fiscal quarters of the Parent,
all
      net
      interest expense of the Parent and its Subsidiaries determined on a consolidated
      basis in accordance with GAAP.

     

    “Interest
      Period”
shall
      mean: 

     

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

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    (ii) as
      to any
      Floating Rate Shelf Note that bears a Prime Rate of interest, the three (3)
      month period commencing on the date of the issuance of such Floating Rate Shelf
      Note, and ending on the numerically corresponding day (or, if there is no
      numerically corresponding day, on the last day) of the third succeeding calendar
      month; provided,
      however,
      that
      any changes in the rate of interest resulting from changes in the Prime Rate
      shall take place immediately regardless of whether such change shall occur
      during such Interest Period;

     

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

     

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

     

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

     

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

     

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

     

    “Interest
      Rate Hedging Exposure Amount”
shall
      mean the Hedging Exposure Amount attributable to Interest Rate Hedging
      Agreements. 

     

    “Interest
      Rate Hedging Agreement”
shall
      mean a Hedging Agreement between a Co-Issuer and an Interest Rate Protection
      Merchant which provides for interest rate protection. 

     

    “Interest
      Rate Protection Merchant”
shall
      mean a lender under the Bank Credit Agreement or other financial institution
      which provides Hedging Agreements to the Co-Issuers or either of them for
      interest rate protection.

     

    “Issuance
      Fee”
shall
      have the meaning specified in paragraph 2H(1).

     

    “Issuance
      Period”
shall
      have the meaning specified in paragraph 2B.

     

    “Kinro”
shall
      have the meaning specified in the introductory paragraph hereto.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    “Leverage
      Ratio”
shall
      mean, as of the end of any fiscal quarter of the Parent, the ratio of (a)
      Consolidated Indebtedness determined on the last day of such fiscal quarter
      to
      (b) EBITDA for the period of four consecutive fiscal quarters of the Parent
      ending on the last day of such fiscal quarter, each as determined on a Pro
      Forma
      Basis.

     

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

     

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

     

    “Lien”
shall
      mean any mortgage, pledge, security interest, encumbrance, lien (statutory
      or
      otherwise) or charge of any kind (including any agreement to give any of the
      foregoing, any conditional sale or other title retention agreement, any lease
      in
      the nature thereof, and the filing of or agreement to give any financing
      statement under the Uniform Commercial Code of any jurisdiction) or any other
      type of preferential arrangement for the purpose, or having the effect, of
      protecting a creditor against loss or securing the payment or performance of
      an
      obligation.

     

    “Lippert
      Components”
shall
      have the meaning specified in the introductory paragraph hereto.

     

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

     

    “Material
      Adverse Effect”
shall
      mean a Material adverse effect on (a) the business, operations, affairs,
      financial condition, assets, properties or prospects of the Parent and its
      Subsidiaries, taken as a whole, (b) the ability of any Co-Issuer to perform
      its
      obligations under this Agreement or any of the Shelf Notes, (c) the ability
      of
      the Parent to perform its obligations under this Agreement or the Parent
      Guaranty, (d) the ability of the Parent and its Subsidiaries, taken as a whole,
      to perform their obligations under any of the other Transaction Documents,
      (e)
      the validity or enforceability of this Agreement or any of the other Transaction
      Documents or (f) the Liens taken as a whole granted by the Pledge
      Agreement.

     

    “Minimum Debt
      Service Ratio”
shall
      mean, on any date of determination, the ratio of (i) EBITDA for the period
      of
      four consecutive fiscal quarters then most recently ended, minus
      (A)
      Capital Expenditures made during such period, and (B) Restricted Payments during
      such period, to (ii) the current portion of Consolidated Indebtedness (as
      determined as of such determination date), plus
      Interest
      Charges for the period of four consecutive fiscal quarters then most recently
      ended, in each case determined on a Pro Forma Basis.

     

    
      
        
        

      

      
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    “Minority
      Interests”
shall
      mean any shares of stock of any class of a Subsidiary of any Person (other
      than
      directors' qualifying shares as required by law) that are not owned by such
      Person and/or one or more of such Person's Subsidiaries. Minority Interests
      shall be valued by valuing "Minority Interests" consisting of preferred stock
      at
      the voluntary or involuntary liquidation value of such preferred stock,
      whichever is greater, and by valuing "Minority Interests" consisting of 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”
shall
      mean any Plan which is a “multiemployer plan” (as such term is defined in
      section 4001(a)(3) of ERISA.

     

    “NAIC
      Annual Statement”
shall
      have the meaning specified in paragraph 9B(i).

     

    “New
      Subsidiary”
shall
      have the meaning specified in paragraph 5K. 

     

    “Non-U.S.
      Noteholder”
shall
      have the meaning specified in paragraph 2I(9).

     

    “Notes”
shall
      mean the 2005 Notes and the Shelf Notes.

     

    “Obligors”
shall
      have the meaning specified in the introductory paragraph hereto.

     

    “Officer's
      Certificate”
      shall
      mean, with respect to any Obligor, a certificate signed in the name of such
      Obligor by an Authorized Officer of such Obligor. 

     

    “Parent”
shall
      have the meaning specified in the introductory paragraph hereto.

     

    “Parent
      Guaranty”
shall
      mean that certain Parent Guarantee Agreement, dated as of February 11, 2005,
      executed by the Parent in favor of Prudential and the holders from time to
      time
      of the Shelf Notes (as amended, restated, supplemented or otherwise modified
      from time to time).

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation.

     

    “Permitted
      Liens”
shall
      mean the following: 

     

    (i) any
      Lien
      existing on the date hereof which is listed on Schedule
      6C
      to this
      Agreement securing Indebtedness listed on such schedule and any extensions,
      renewals and replacements of such Indebtedness that do not increase the
      outstanding principal amount of such Indebtedness secured by such Lien, provided
      that any such Lien shall secure only those obligations which it secured as
      of
      the Effective Date (except
      that any such Liens on properties constructed, improved or acquired with the
      proceeds of industrial revenue or development bond issues representing
      Indebtedness of a Credit Party owing directly or indirectly to GE Capital
      Finance, Inc., and which Liens secure only such issues, whether such issues
      are
      outstanding as of the Effective Date or which are thereafter outstanding, may
      secure other such issues representing Indebtedness so owing to such obligee
      the
      proceeds of which have been used by a Credit Party to construct, improve or
      acquire other property, so long as such Liens do not extend to any property
      of a
      Credit Party not so financed and secure only Indebtedness represented by such
      issues);

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    (ii) any
      Lien
      created to secure all or any part of the purchase price, or to secure
      Indebtedness incurred or assumed to pay all or any part of the purchase price
      or
      cost of construction, of any fixed or capital assets acquired, constructed
      or
      improved by any Obligor or any Subsidiary thereof after the Effective Date
      (other than Liens on any Restricted Assets); provided
      that (a)
      such Lien secures Indebtedness permitted under this Agreement, (b) such Lien
      and
      the Indebtedness secured thereby are incurred within 180 days (and in the case
      of industrial revenue bonds, 360 days) prior to or after such acquisition or
      the
      completion of such construction or improvement or the placing in service, as
      the
      case may be, of the asset which is subject to such Lien, (c) the Indebtedness
      secured thereby does not at any time exceed 85% (in the case of real property
      and the improvements thereon) or 100% (in the case of personal property, other
      than fixtures) of the cost of acquiring, constructing or improving such fixed
      or
      capital assets, and (d) such Lien shall not apply to any other property or
      assets of any Obligor or any Subsidiary thereof; 

     

    (iii) carriers',
      warehousemen's, mechanics', repairmen's and other like Liens imposed by law
      in
      an aggregate amount not exceeding $1,500,000 arising in the ordinary course
      of
      business and securing obligations that are not overdue by more than 30 days
      or
      are being contested in good faith by appropriate proceedings and for which
      adequate reserves have been established therefor in accordance with GAAP on
      the
      books of the relevant Obligor or Subsidiary, as the case may be, and as to
      which
      the failure to make payment during such contest could not reasonably be expected
      to have a Material Adverse Effect; 

     

    (iv) pledges
      and deposits made in the ordinary course of business in compliance with workers'
      compensation, unemployment insurance and other social security laws or
      regulations in respect of which adequate reserves shall have been established;
      

     

    (v) deposits
      to secure the performance of bids, trade contracts, leases (other than
      Capitalized Lease Obligations), statutory obligations, surety and appeal bonds,
      performance bonds and other obligations of a like nature, in each case in the
      ordinary course of business and not incurred or made in connection with the
      borrowing of money, the obtaining of advances or credit or the payment of the
      deferred purchase price of property; 

     

    (vi) easements,
      zoning restrictions, rights-of-way and similar encumbrances on real property
      imposed by law or arising in the ordinary course of business that do not secure
      any monetary obligations and do not materially detract from the value of the
      affected property or interfere with the ordinary conduct of business of any
      Obligor or any Subsidiary thereof; 

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    (vii) Liens
      securing Indebtedness of one Credit Party to another Credit Party (other than
      Liens on any Restricted Assets); provided that (w) such Indebtedness is
      permitted under paragraphs 6D, 6F and 6I hereof (as applicable), (x) all of
      the
      outstanding capital stock or other equity interests of each such Credit Party
      shall be owned 100% directly or indirectly by the Parent, (y) each of such
      Credit Parties to or by whom such Indebtedness is owed, or who owns (directly
      or
      indirectly) any stock referred to in the preceding clause (x), shall have become
      party to the Subsidiary Guaranty and (z) such Indebtedness shall not be assigned
      or transferred by the obligee thereof to any Person other than another Credit
      Party such that after giving effect to such assignment and transfer all of
      the
      foregoing conditions are satisfied; 

     

    (viii) Liens
      securing Indebtedness outstanding under the Bank Credit Agreement so long as
      the
      Shelf Notes are secured equally and ratably therewith pursuant to such
      documents, instruments and agreements as shall be required by the Required
      Holders, including without limitation an intercreditor agreement by and among
      the Bank Lenders and the holders of the Shelf Notes in form satisfactory to
      the
      Required Holders;

     

    (ix) Liens
      not
      otherwise permitted by clauses (i) through (viii) above and (x) below (other
      than Liens on any Restricted Assets), provided
      that the
      aggregate amount of all Indebtedness secured by such Liens shall not at any
      time
      exceed 15% of Consolidated Net Worth (determined as of the last day of the
      then
      most recently ended fiscal quarter of the Parent); and

     

    (x) Liens
      that extend, renew or replace Liens permitted by clauses (i) through (ix);
      

     

    provided,
      however,
      that at
      no time shall Indebtedness secured by Liens described in clauses (i), (ii),
      (ix)
      and (x) exceed 55% of Consolidated Total Capitalization at such
      time.

     

    Notwithstanding
      anything contained herein to the contrary, the Obligors acknowledge and agree
      that they will not, and will not permit any of their respective Subsidiaries
      to,
      create, incur, assume or permit to exist any Liens in respect of any
      Indebtedness under the Bank Credit Agreement, except in accordance with clause
      (viii) above. In no event shall any Lien on any Restricted Asset be a Permitted
      Lien.

     

    “Permitted
      Loans and Investments”
shall
      mean (i) subject to paragraph 6D(vi) hereof, investments, loans and advances
      by
      any Credit Party and any of its Subsidiaries in and to Wholly-Owned
      Subsidiaries; (ii) subject to compliance with paragraph 6J hereof, capital
      stock
      of the Parent; (iii) investments in commercial paper and loan participations
      maturing within 270 days from the date of acquisition thereof having, at such
      date of acquisition, a rating of A-1 or P-1 or better from Standard & Poor's
      Corporation, Moody's Investors Service, Inc. or by another nationally recognized
      credit rating agency; (iv) direct obligations of, or obligations the principal
      of or interest on which are unconditionally guaranteed by the United States
      of
      America (or by any agency thereof to the extent such obligations are backed
      by
      the full faith and credit of the United States of America) (or by any other
      foreign government of equal or better credit quality), in each case maturing
      within one year from the date of acquisition thereof; (v) investments in
      certificates of deposit, banker's acceptances and time deposits maturing within
      one year from the date of acquisition thereof issued or guaranteed by or placed
      with, and money market deposit accounts issued or offered by, any domestic
      office of any commercial bank which is (x) on the Federal Reserve Board’s list
      of the top 50 bank holding companies (or is a subsidiary thereof) or (y) to
      the
      extent not within (x), Citizens Bank (Michigan); (vi) fully collateralized
      repurchase agreements, having terms of less than 90 days, for government
      obligations of the type specified in (iv) above with a commercial bank or trust
      company meeting the requirements of (v) above; and (vii) investments in addition
      to those permitted by clauses (i) through (vi), including acquisitions of the
      assets or stock or other securities of any Person, provided,however,
      that
      the amount paid for any acquisition of the assets or stock or other securities
      of any one Person and its affiliates and subsidiaries shall not exceed
      $30,000,000 (and any such acquisition which shall be in an amount of $20,000,000
      or greater shall require the submission by the Obligors, as a further condition
      of its being a part of the Permitted Loans and Investments, to the holders
      of
      Notes of a pro forma compliance certificate not less than fourteen days prior
      to
      the closing thereof) and the aggregate amount paid for any such acquisitions
      from all Persons on or after the Effective Date shall not exceed $100,000,000,
      and any acquisitions not satisfying all of the requirements of this proviso
      shall be deemed, in their entirety, not to be Permitted Loans and
      Investments.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    “Person”
shall
      mean and include an individual, a partnership, a joint venture, a corporation,
      a
      limited liability company, a trust, an unincorporated organization and a
      government or any department or agency thereof.

     

    “Plan”
shall
      mean any employee pension benefit plan (as such term is defined in section
      3 of
      ERISA) which is or has been established or maintained, or to which contributions
      are or have been made, by the Co-Issuers or any ERISA Affiliate.

     

    “Pledge
      Agreement”
shall
      mean that certain Pledge and Security Agreement, dated as of February 11, 2005,
      executed by the Obligors and the Subsidiary Guarantors (other than any
      Subsidiary Guarantors that are limited liability companies or limited
      partnerships) in favor of the Security Trustee, as secured party, for the
      benefit of the holders from time to time of Shelf Notes (as amended,
      supplemented or otherwise modified from time to time).

     

    “Preferred
      Stock”
shall
      mean any class of capital stock of a corporation that is preferred over any
      other class of capital stock of such corporation as to the payment of dividends
      or the payment of any amount upon liquidation or dissolution of such
      corporation.

     

    “Prime
      Rate”
shall
      mean for any day and for each Floating Rate Shelf Note that is not bearing
      interest at the LIBOR Rate as a result of the circumstances or events described
      in clause (3), (4) or (5) of paragraph 2I, the higher of (i) the per annum
      (based on a year of 365 or 366 days, as the case may be, and actual days
      elapsed) floating rate established by The Bank of New York (New York, NY) as
      its
“prime rate” for domestic (United States) commercial loans in effect on such day
      and (ii) the per annum (based on a year of 365 or 366 days, as the case may
      be,
      and actual days elapsed) floating rate equal to one-half of one percent (0.50%)
      in excess of the Federal Funds Rate. The Bank of New York’s prime rate is a rate
      set by The Bank of New York based upon various factors, including The Bank
      of
      New York’s costs and desired return, general economic conditions and other
      factors, and is neither directly tied to an external rate of interest or index
      nor necessarily the lowest or best rate of interest actually charged at any
      given time to any customer or particular class of customers for any particular
      credit extension. Without notice to the Co-Issuers or any other Person, The
      Bank
      of New York’s “prime rate” shall change automatically from time to time, based
      upon publicly announced changes in such rate, with each such change to become
      effective as of the beginning of business on the day on which any such change
      is
      publicly announced. 

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    As
      used
      in this definition, “Federal
      Funds Rate”
shall
      mean, for any period, a fluctuating interest rate equal for each day during
      such
      period to the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published for such day (or, if such day is not a Business
      Day,
      for the next preceding Business Day) by the Federal Reserve Bank of New York,
      or, if such rate is not so published for any day which is a Business Day, the
      average of the quotations for such day on such transactions received by the
      holders of at least 66 2/3% of the aggregate amount of the applicable Series
      of
      Shelf Notes from three Federal funds brokers of recognized standing selected
      by
      such holders.

     

    “Priority
      Debt” shall
      mean, as of any date, the sum (without duplication) of all outstanding secured
      Indebtedness of any Obligor or any Subsidiary of any Obligor, other than (a)
      secured Indebtedness of such Subsidiary owing solely to any Obligor or any
      Wholly-Owned Subsidiary of any Obligor, and (b) Indebtedness of any Credit
      Party
      under the Bank Credit Agreement and with respect to the Notes.

     

    “Pro
      Forma Basis”
shall
      mean, for the determinations of “EBITDA”, “Consolidated Indebtedness”, “Capital
      Expenditures” and “Interest Charges” for any period of four consecutive fiscal
      quarters of the Parent or as of the relevant reporting date, as the case may
      be,
      for purposes of calculating the Leverage Ratio and the Minimum Debt Service
      Ratio, that such determinations shall be made on the assumptions that (a) each
      Wholly-Owned Subsidiary that was acquired by a Credit Party during such period
      from a Person that was not an Affiliate of a Credit Party and each disposition
      during such period of any Person that ceases to be a Wholly-Owned Subsidiary
      upon such disposition, occurred on the first day of such period, and (b) all
      Indebtedness incurred or paid (or to be incurred or paid) by all such Persons
      in
      connection with all such transactions (x) was incurred or paid on the first
      day
      of such period, as the case may be, and (y) if incurred, was outstanding in
      full
      at all times during such period and had in effect at all times during such
      period (or any portion of such period during which such Debt was not actually
      outstanding) an interest rate equal to the interest rate in effect on the date
      of the actual incurrence thereof (regardless of whether such interest rate
      is a
      floating rate or would otherwise change over time by reference to a formula
      or
      for any other reason).

     

    “Prudential”
shall
      have the meaning specified in the introduction hereto.

     

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

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    “Purchasers”
shall
      have the meaning specified in the introduction hereto.

     

    “PTE” shall
      have the meaning specified in paragraph 9B(i).

     

    “QPAM
      Exemption”
shall
      have the meaning specified in paragraph 9B(iv).

     

    “Request
      for Purchase”
shall
      have the meaning specified in paragraph 2C.

     

    “Required
      Holder(s)”
shall
      mean the holder or holders of at least 66-2/3% of the aggregate principal amount
      of the Shelf Notes or of a Series of Shelf Notes, as the context may require,
      from time to time outstanding and, if no Shelf Notes are outstanding, shall
      mean
      Prudential.

     

    “Rescheduled
      Closing Day”
shall
      have the meaning specified in paragraph 2G.

     

    “Responsible
      Officer”
shall
      mean the chief executive officer, chief operating officer, chief financial
      officer or chief accounting officer of any Co-Issuer or the Parent, general
      counsel of any Co-Issuer or the Parent or any other officer of any Co-Issuer
      or
      the Parent, as the context requires, involved principally in its financial
      administration or its controllership function.

     

    “Restricted
      Assets”
shall
      mean “inventory” or “accounts” or any “proceeds” thereof, as such terms are
      defined in Section 9-102 of the Uniform Commercial Code as in effect in the
      State of New York from time to time.

     

    “Restricted
      Payment”
shall
      mean: (i) any Distribution in respect of a Credit Party or any Subsidiary of
      a
      Credit Party, including any Distribution resulting in the acquisition by a
      Credit Party of securities which would constitute treasury stock, and (ii)
      any
      payment, repayment, redemption, retirement, repurchase or other acquisition,
      direct, or indirect, by a Credit Party or any Subsidiary thereof, on account
      of,
      or in respect of, the principal of any Subordinated Debt (or any installment
      thereof) prior to the regularly scheduled maturity date thereof (as in effect
      on
      the date such Subordinated Debt was originally incurred) other than in respect
      of Subordinated Debt of one Credit Party to another Credit Party provided that
      no Event of Default exists or would exist after such prepayment. 

     

    For
      purposes of this Agreement, the amount of any Restricted Payment made in
      property shall be the greater of (x) the Fair Market Value of such property
      (as
      determined in good faith by the board of directors (or equivalent governing
      body) of the Person making such Restricted Payment) and (y) the net book value
      thereof on the books of such Person, in each case determined as of the date
      on
      which such Restricted Payment is made.

     

    “SEC”
shall
      mean the Securities and Exchange Commission.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “Security
      Trustee”
shall
      mean JPMorgan Chase Bank, N.A., in its capacity as security trustee for the
      holders of the Shelf Notes.

     

    “Series”
shall
      have the meaning specified in paragraph 1.

     

    
      
        
        

      

      
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    “Shelf
      Note(s)”
shall
      have the meaning specified in paragraph 1.

     

    “Significant
      Holder”
shall
      mean at any time (i) Prudential, so long as Prudential or any Prudential
      Affiliate shall hold (or be committed under this Agreement to purchase) any
      Shelf Note at such time, or (ii) any other holder at such time of at least
      10%
      of the aggregate principal amount of the Shelf Notes of any Series then
      outstanding. 

     

    “Source”
shall
      have the meaning specified in paragraph 9B.

     

    “Subordinated
      Debt”
shall
      mean any Indebtedness that is in any manner subordinated in right of payment
      or
      security in any respect to the Notes.

     

    “Subordination
      Agreement”
shall
      mean that certain Subordination Agreement, dated as of February 11, 2005, by
      and
      among the Credit Parties, Prudential and each of the other holders from time
      to
      time of the Shelf Notes (as amended, restated, supplemented or otherwise
      modified from time to time).

     

    “Subsidiary”
shall
      mean, with respect to any Person (the “parent
      entity”)
      at any
      date, any corporation, limited liability company, partnership, association
      or
      other entity the accounts of which would be consolidated with those of the
      parent entity in the parent entity’s consolidated financial statements if such
      financial statements were prepared in accordance with GAAP as of such date,
      as
      well as any other corporation, limited liability company, partnership,
      association or other entity (a) of which securities or other ownership interests
      representing more than 50% of the equity or more than 50% of the ordinary voting
      power or, in the case of a partnership, more than 50% of the general partnership
      interests are, as of such date, owned, controlled or held by the parent entity,
      or (b) that is, as of such date, otherwise controlled by the parent entity
      or
      one or more subsidiaries of the parent entity or by the parent entity and one
      or
      more subsidiaries of the parent entity. Unless the context otherwise clearly
      requires, any reference to a "Subsidiary" is a reference to a Subsidiary of
      the
      Parent.

     

    “Subsidiary
      Guaranty”
shall
      mean that certain Subsidiary Guarantee Agreement, dated as of February 11,
      2005,
      executed by each of the Subsidiary Guarantors in favor of Prudential and the
      holders from time to time of the Shelf Notes (as amended, restated, supplemented
      or otherwise modified from time to time).

     

    “Subsidiary
      Guarantor”
shall
      mean (a) each of the Subsidiaries of the Obligors listed on Schedule 3A(1),
      and
      (b) each Person that hereafter becomes a party to the Subsidiary Guaranty
      pursuant to the requirements of paragraph 5K.

     

    “Succession
      Plan”
shall
      have the meaning specified in paragraph 5M. 

     

    “Successor
      Corporation”
shall
      have the meaning specified in paragraph 6B. 

     

    “Taxes”
shall
      mean any and all present or future taxes, levies, imposts, duties, deductions,
      charges or withholdings imposed by any Governmental Authority. 

     

    “Transaction
      Documents”
shall
      mean, collectively, this Agreement, the Shelf Notes, the Pledge Agreement,
      the
      Subordination Agreement, the Subsidiary Guaranty and the Intercreditor
      Agreement, and any and all other agreements, documents, certificates and
      instruments from time to time executed or delivered in connection therewith
      or
      related thereto.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    “Transfer”
shall
      have the meaning specified in paragraph 6H.

     

    “Transferee”
shall
      mean any direct or indirect transferee of all or any part of any Shelf Note
      purchased by any Purchaser under this Agreement.

     

    “Trust
      Agreement”
shall
      mean that certain Collateralized Trust Agreement, dated as of February 11,
      2005,
      by and between Prudential, each of the holders of the Shelf Notes from time
      to
      time and the Security Trustee (as amended, supplemented or otherwise modified
      from time to time).

     

    “2005
      Notes”
shall
      have the meaning specified in paragraph 1A.

     

    “2006
      Notes”
shall
      have the meaning specified in paragraph 1A.

     

    “USA
      Patriot Act” shall
      mean United States Public Law 107-56, Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
      PATRIOT ACT) Act of 2001, as may be amended from time to time.

     

    “U.S.
      Dollars”
shall
      mean the lawful currency of the United States of America.

     

    “Voting
      Stock”
shall
      mean, with respect to any Person, any shares of stock (or similar equity
      interests) of such Person whose holders are entitled under ordinary
      circumstances to vote for the election of directors (or members of a similar
      body that has management authority of such Person) of such Person (irrespective
      of whether at the time stock (or similar equity interests) of any other class
      or
      classes shall have or might have voting power by reason of the happening of
      any
      contingency).

     

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

     

    “Withdrawal
      Liability”
shall
      mean liability to a Multiemployer Plan as a result of a complete or partial
      withdrawal from such Multiemployer Plan, as such terms are defined in Part
      I of
      Subtitle E of Title IV of ERISA.

     

    10C. Accounting
      Principles, Terms and Determinations.
      Except
      as otherwise expressly provided herein, all terms of an accounting or financial
      nature shall be construed in accordance with GAAP, as in effect from time to
      time; provided
      that, if
      the Co-Issuers notify Prudential that the Co-Issuers request an amendment to
      any
      provision hereof to eliminate the effect of any change occurring after the
      date
      hereof in GAAP or in the application thereof on the operation of such provision
      (or if Prudential notifies the Co-Issuers that the Required Holders request
      an
      amendment to any provision hereof for such purpose), regardless of whether
      any
      such notice is given before or after such change in GAAP or in the application
      thereof, then such provision shall be interpreted on the basis of GAAP as in
      effect and applied immediately before such change shall have become effective
      until such notice shall have been withdrawn or such provision amended in
      accordance herewith.

     

    
      
        
        

      

      
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    11.
       PARENT
      GUARANTY.

     

    The
      Parent acknowledges its unconditional and irrevocable guarantee, made as of
      February 11, 2005, in favor of Prudential and each holder of any Shelf Notes
      at
      any time outstanding, of the due and punctual payment of the principal of,
      Yield-Maintenance Amount, Breakage Cost Obligation or other prepayment
      compensation (if any) and interest on said Shelf Notes and any other amounts
      owing by the Co-Issuers hereunder, all as more particularly set forth in the
      Parent Guaranty.

     

    12.
       CONFIDENTIALITY.

     

    For
      the
      purposes of this paragraph 12, “Confidential
      Information”
means
      information delivered to Prudential or any Purchaser by or on behalf of any
      Credit Party or any of its Subsidiaries in connection with the transactions
      contemplated by or otherwise pursuant to this Agreement that is proprietary
      in
      nature and that was clearly marked or labeled or otherwise adequately identified
      when received by Prudential or such Purchaser as being confidential information
      of such Credit Party or such Subsidiary, provided
      that
      such term does not include information that (a) was publicly known or otherwise
      known to Prudential or such Purchaser, as the case may be, prior to the time
      of
      such disclosure, (b) subsequently becomes publicly known through no act or
      omission by Prudential or such Purchaser or any person acting on their behalf,
      (c) otherwise becomes known to Prudential or such Purchaser other than through
      disclosure by any Credit Party or any of its Subsidiaries or (d) constitutes
      financial statements delivered to Prudential or such Purchaser under paragraph
      5A that are otherwise publicly available. Prudential and each Purchaser will
      maintain the confidentiality of such Confidential Information received by it
      in
      accordance with procedures adopted by Prudential or such Purchaser, as the
      case
      may be, in good faith to protect confidential information of third parties
      delivered to it, provided
      that
      Prudential or such Purchaser, as the case may be, may deliver or disclose
      Confidential Information to (i) its directors, officers, employees, agents,
      attorneys and affiliates (to the extent such disclosure reasonably relates
      to
      the administration of the investment represented by its Shelf Notes or this
      Agreement), (ii) its financial advisors and other professional advisors who
      agree to hold confidential the Confidential Information substantially in
      accordance with the terms of this paragraph 12, (iii) any other holder of any
      Shelf Note, (iv) any Institutional Investor to which it sells or offers to
      sell
      such Shelf Note or any part thereof or any participation therein (if such
      Institutional Investor has agreed in writing prior to its receipt of such
      Confidential Information to be bound by the provisions of this paragraph 12),
      (v) any Person from which it offers to purchase any security of the Parent
      or of
      any Co-Issuer (if such Person has agreed in writing prior to its receipt of
      such
      Confidential Information to be bound by the provisions of this paragraph 12),
      (vi) any federal or state regulatory authority having jurisdiction over
      Prudential or such Purchaser, as the case may be, (vii) the National Association
      of Insurance Commissioners or any similar organization, or any nationally
      recognized rating agency that requires access to information about Prudential’s
      or such Purchaser’s investment portfolio, or (viii) any other Person to which
      such delivery or disclosure may be necessary or appropriate (w) to effect
      compliance with any law, rule, regulation or order applicable to Prudential
      or
      such Purchaser, (x) in response to any subpoena or other legal process, (y)
      in
      connection with any litigation to which Prudential or such Purchaser is a party,
      or (z) if an Event of Default has occurred and is continuing, to the extent
      Prudential or such Purchaser may reasonably determine such delivery and
      disclosure to be necessary or appropriate in the enforcement or for the
      protection of its rights and remedies under the Shelf Notes and this Agreement.
      Each holder of a Shelf Note, by its acceptance of a Shelf Note, will be deemed
      to have agreed to be bound by and to be entitled to the benefits of this
      paragraph 12 as though it were a party to this Agreement. On reasonable request
      by the Co-Issuers in connection with the delivery to any holder of a Shelf
      Note
      of information required to be delivered to such holder under this Agreement
      or
      requested by such holder (other than a holder that is a party to this Agreement
      or its nominee), such holder will enter into an agreement with the Co-Issuers
      embodying the provisions of this paragraph 12.

     

    
      
        
        

      

      
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    13.
       MISCELLANEOUS.

     

    13A.
       Shelf
      Note Payments.
      The
      Co-Issuers agree that, so long as any Purchaser shall hold any Shelf Note,
      they
      will make payments of principal of, interest on, and any Yield-Maintenance
      Amount or Breakage Cost Obligation, if any, or other prepayment compensation
      (as
      specified in any Confirmation of Acceptance relating to any Series of Floating
      Rate Shelf Notes), payable with respect to, such Shelf Note, which comply with
      the terms of this Agreement, by wire transfer of immediately available funds
      for
      credit (not later than 2:00 p.m., New York City local time, on the date due)
      to
      (i) the account or accounts of such Purchaser specified in the Confirmation
      of
      Acceptance with respect to such Shelf Note in the case of any Shelf Note or
      (ii)
      such other account or accounts in the United States as such Purchaser may from
      time to time designate in writing, notwithstanding any contrary provision herein
      or in any Shelf Note with respect to the place of payment. Each Purchaser agrees
      that, before disposing of any Shelf Note, it will make a notation thereon (or
      on
      a schedule attached thereto) of all principal payments previously made thereon
      and of the date to which interest thereon has been paid. The Co-Issuers agree
      to
      afford the benefits of this paragraph 13A to any Transferee which shall have
      made the same agreement as the Purchasers have made in this paragraph
      13A.

     

    13B.
       Expenses.
      The
      Co-Issuers agree, whether or not the transactions contemplated hereby shall
      be
      consummated, to pay, and save Prudential, each Purchaser and any Transferee
      harmless against liability for the payment of, all reasonable out-of-pocket
      expenses arising in connection with such transactions, including (i) all
      document production and duplication charges and the fees and expenses of any
      special counsel engaged by Prudential or any Purchaser or any Transferee in
      connection with this Agreement and the other Transaction Documents, the
      transactions contemplated hereby and any subsequent proposed modification of,
      or
      proposed consent under, this Agreement or the other Transaction Documents,
      whether or not such proposed modification shall be effected or proposed consent
      granted, and (ii) the costs and expenses, including reasonable attorneys' fees,
      incurred by Prudential or any Purchaser or any Transferee in enforcing (or
      determining whether or how to enforce) any rights under this Agreement, the
      Shelf Notes or the other Transaction Documents or in responding to any subpoena
      or other legal process or informal investigative demand issued in connection
      with this Agreement or the other Transaction Documents or the transactions
      contemplated hereby or thereby or by reason of Prudential, any Purchaser or
      any
      Transferee having acquired any Shelf Note, including, without limitation, costs
      and expenses incurred in any workout, restructuring or bankruptcy case. The
      obligations of the Co-Issuers under this paragraph 13B shall survive the
      transfer of any Shelf Note or portion thereof or interest therein by Prudential,
      any Purchaser or any Transferee and the payment of any Shelf Note.

     

    
      
        
        

      

      
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    13C.
       Consent
      to Amendments.
      This
      Agreement may be amended, and any Credit Party or Subsidiary thereof may take
      any action herein prohibited, or omit to perform any act herein required to
      be
      performed by it, if the Co-Issuers shall obtain the written consent to such
      amendment, action or omission to act, of the Required Holder(s) of all Shelf
      Notes except that, (i) with the written consent of the holders of all Shelf
      Notes of a particular Series, and if an Event of Default shall have occurred
      and
      be continuing, of the holders of all Shelf Notes of all Series, at the time
      outstanding (and not without such written consents), the Shelf Notes of such
      Series may be amended or the provisions thereof waived to change the maturity
      thereof, to change or affect the principal thereof, or to change or affect
      the
      rate or time of payment of interest on or any Yield-Maintenance Amount, Breakage
      Cost Obligation or prepayment compensation payable with respect to the Shelf
      Notes of such Series, (ii) without the written consent of the holder or holders
      of all Shelf Notes at the time outstanding, no amendment to or waiver of the
      provisions of this Agreement shall change or affect the provisions of paragraph
      7A or this paragraph 13C insofar as such provisions relate to proportions of
      the
      principal amount of the Shelf Notes of any Series, or the rights of any
      individual holder of Shelf Notes, required with respect to any declaration
      of
      Shelf Notes to be due and payable or with respect to any consent, amendment,
      waiver or declaration which would affect such provisions in the manner described
      in this clause (ii), (iii) with the written consent of Prudential (and not
      without the written consent of Prudential) the provisions of paragraph 2B may
      be
      amended or waived (except insofar as any such amendment or waiver would affect
      any rights or obligations with respect to the purchase and sale of Shelf Notes
      which shall have become Accepted Notes prior to such amendment or waiver),
      and
      (iv) with the written consent of all of the Purchasers which shall have become
      obligated to purchase Accepted Notes of any Series (and not without the written
      consent of all such Purchasers), any of the provisions of paragraphs 2B and
      3
      may be amended or waived insofar as such amendment or waiver would affect only
      rights or obligations with respect to the purchase and sale of the Accepted
      Notes of such Series or the terms and provisions of such Accepted Notes. Each
      holder of any Shelf Note at the time or thereafter outstanding shall be bound
      by
      any consent authorized by this paragraph 13C, whether or not such Shelf Note
      shall have been marked to indicate such consent, but any Shelf Notes issued
      thereafter may bear a notation referring to any such consent. No course of
      dealing between any of the Credit Parties and the holder of any Shelf Note
      nor
      any delay in exercising any rights hereunder or under any Shelf Note shall
      operate as a waiver of any rights of any holder of such Shelf Note. As used
      herein and in the Shelf Notes, the term “this
      Agreement”
and
      references thereto shall mean this Agreement (including, without limitation,
      all
      Schedules and Exhibits attached hereto) as it may from time to time be amended
      or supplemented.

     

    13D.
       Form,
      Registration, Transfer and Exchange of Shelf Notes; Lost Shelf
      Notes.
      The
      Shelf Notes are issuable as registered notes without coupons in denominations of
      at least $1,000,000, except as may be necessary to reflect any principal amount
      not evenly divisible by $1,000,000. The Co-Issuers shall keep at their principal
      offices a register in which the Co-Issuers shall provide for the registration
      of
      Shelf Notes and of transfers of Shelf Notes. Upon surrender for registration
      of
      transfer of any Shelf Note at the principal offices of the Co-Issuers, the
      Co-Issuers shall, at their expense, execute and deliver one or more new Shelf
      Notes of like tenor and of a like aggregate principal amount, registered in
      the
      name of such transferee or transferees. At the option of the holder of any
      Shelf
      Note, such Shelf Note may be exchanged for other Shelf Notes of like tenor
      and
      of any authorized denominations, of a like aggregate principal amount, upon
      surrender of the Shelf Note to be exchanged at the principal offices of the
      Co-Issuers. Whenever any Shelf Notes are so surrendered for exchange, the
      Co-Issuers shall, at their expense, execute and deliver the Shelf Notes which
      the holder making the exchange is entitled to receive. Each installment of
      principal payable on each installment date upon each new Shelf Note issued
      upon
      any such transfer or exchange shall be in the same proportion to the unpaid
      principal amount of such new Shelf Note as the installment of principal payable
      on such date on the Shelf Note surrendered for registration of transfer or
      exchange bore to the unpaid principal amount of such Shelf Note. No reference
      need be made in any such new Shelf Note to any installment or installments
      of
      principal previously due and paid upon the Shelf Note surrendered for
      registration of transfer or exchange. Every Shelf Note surrendered for
      registration of transfer or exchange shall be duly endorsed, or be accompanied
      by a written instrument of transfer duly executed, by the holder of such Shelf
      Note or such holder's attorney duly authorized in writing. Any Shelf Note or
      Shelf Notes issued in exchange for any Shelf Note or upon transfer thereof
      shall
      carry the rights to unpaid interest and interest to accrue which were carried
      by
      the Shelf Note so exchanged or transferred, so that neither gain nor loss of
      interest shall result from any such transfer or exchange. Upon receipt of
      written notice from the holder of any Shelf Note of the loss, theft, destruction
      or mutilation of such Shelf Note and, in the case of any such loss, theft or
      destruction, upon receipt of such holder's unsecured indemnity agreement, or
      in
      the case of any such mutilation upon surrender and cancellation of such Shelf
      Note, the Co-Issuers will make and deliver a new Shelf Note, of like tenor,
      in
      lieu of the lost, stolen, destroyed or mutilated Shelf Note.

     

    
      
        
        

      

      
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    13E.
       Persons
      Deemed Owners; Participations.
      Prior to
      due presentment for registration of transfer, the Co-Issuers may treat the
      Person in whose name any Shelf Note is registered as the owner and holder of
      such Shelf Note for the purpose of receiving payment of principal of and
      interest on, and any Yield-Maintenance Amount, Breakage Cost Obligation or
      other
      prepayment compensation payable with respect to, such Shelf Note and for all
      other purposes whatsoever, whether or not such Shelf Note shall be overdue,
      and
      the Co-Issuers shall not be affected by notice to the contrary. Subject to
      the
      preceding sentence, the holder of any Shelf Note may from time to time grant
      participations in all or any part of such Shelf Note to any Person on such
      terms
      and conditions as may be determined by such holder in its sole and absolute
      discretion.

     

    13F.
       Survival
      of Representations and Warranties; Entire Agreement.
      All
      representations and warranties contained herein or made in writing by or on
      behalf of any Obligor in connection herewith shall survive the execution and
      delivery of this Agreement, the Shelf Notes, the other Transaction Documents
      and
      each Confirmation of Acceptance, the transfer by any Purchaser of any Shelf
      Note
      or portion thereof or interest therein and the payment of any Shelf Note, and
      may be relied upon by any Transferee, regardless of any investigation made
      at
      any time by or on behalf of any Purchaser or any Transferee. Subject to the
      preceding sentence, this Agreement, the Shelf Notes and the other Transaction
      Documents embody the entire agreement and understanding between the parties
      hereto with respect to the subject matter hereof and supersede all prior
      agreements and understandings relating to such subject matter.

     

    
      
        
        

      

      
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    13G.
       Successors
      and Assigns.
      All
      covenants and other agreements in this Agreement contained by or on behalf
      of
      any of the parties hereto shall bind and inure to the benefit of the respective
      successors and assigns of the parties hereto (including any Transferee) whether
      so expressed or not.

     

    13H.
       Independence
      of Covenants.
      All
      covenants hereunder shall be given independent effect so that if a particular
      action or condition is prohibited by any one of such covenants, the fact that
      it
      would be permitted by an exception to, or otherwise be in compliance within
      the
      limitations of, another covenant shall not avoid the occurrence of a Default
      or
      Event of Default if such action is taken or such condition exists.

     

    13I.
       Notices.
      All
      written communications provided for hereunder (other than communications
      provided for under paragraph 2) shall be sent by first class mail or nationwide
      overnight delivery service (with charges prepaid) and (i) if to any Purchaser
      of
      any Shelf Note, addressed to it at such address as it shall have specified
      for
      such communications in the Purchaser Schedule attached to the applicable
      Confirmation of Acceptance or at such other address as any such Purchaser shall
      have specified to the Co-Issuers in writing, (ii) if to any other holder of
      any
      Shelf Note, addressed to it at such address as it shall have specified in
      writing to the Co-Issuers or, if any such holder shall not have so specified
      an
      address, then addressed to such holder in care of the last holder of such Shelf
      Note which shall have so specified an address to the Co-Issuers and (iii) if
      to
      any Obligor, addressed to it at 200 Mamaroneck Avenue, White Plains, New York
      10601, Fax number (914) 428-4581, Attention: Fredric M. Zinn, provided,
      however,
      that
      any such communication to any Obligor may also, at the option of the Person
      sending such communication, be delivered by any other means either to such
      Obligor at their addressed specified above or to any Authorized Officer of
      such
      Obligor. Any communication pursuant to paragraph 2 shall be made by the
      method specified for such communication in paragraph 2, and shall be effective
      to create any rights or obligations under this Agreement only if, in the case
      of
      a telephone communication, an Authorized Officer of the party conveying the
      information and of the party receiving the information are parties to the
      telephone call, and in the case of a facsimile communication, the communication
      is signed by an Authorized Officer of the party conveying the information,
      addressed to the attention of an Authorized Officer of the party receiving
      the
      information, and in fact received at the facsimile terminal the number of which
      is listed for the party receiving the communication in the Information Schedule
      or at such other facsimile terminal as the party receiving the information
      shall
      have specified in writing to the party sending such information.

     

    13J.
       Payments
      Due on Non-Business Days.
      Anything
      in this Agreement, the Shelf Notes or the other Transaction Documents to the
      contrary notwithstanding, any payment of principal of or interest on, any
      Yield-Maintenance Amount, Breakage Cost Obligation or other prepayment
      compensation payable with respect to, any Shelf Note that is due on a date
      other
      than a Business Day shall be made on the next succeeding Business Day. If the
      date for any payment is extended to the next succeeding Business Day by reason
      of the preceding sentence, the period of such extension shall not be included
      in
      the computation of the interest payable on such Business Day.

     

    13K.
       Severability.
      Any
      provision of this Agreement which 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 not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    
      
        
        

      

      
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    13L.
       Descriptive
      Headings.
      The
      descriptive headings of the several paragraphs of this Agreement are inserted
      for convenience only and do not constitute a part of this
      Agreement.

     

    13M.
       Satisfaction
      Requirement.
      If any
      agreement, certificate or other writing, or any action taken or to be taken,
      is
      by the terms of this Agreement required to be satisfactory to Prudential, any
      Purchaser, to any holder of Shelf Notes or to the Required Holder(s), the
      determination of such satisfaction shall be made by Prudential, such Purchaser,
      such holder or the Required Holder(s), as the case may be, in the sole and
      exclusive judgment (exercised in good faith) of the Person or Persons making
      such determination.

     

    13N.
       Governing
      Law. IN ACCORDANCE WITH THE PROVISIONS OF §5-1401 OF THE NEW YORK GENERAL
      OBLIGATIONS LAW, THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW
      OF
      THE STATE OF NEW YORK, EXCLUDING CHOICE OF LAW PRINCIPLES OF THE LAW OF SUCH
      STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
      THAN SUCH STATE.

     

    13O.
       Severalty
      of Obligations.
      The
      sales of Shelf Notes to the Purchasers are to be several sales, and the
      obligations of Prudential and the Purchasers under this Agreement are several
      obligations. No failure by Prudential or any Purchaser to perform its
      obligations under this Agreement shall relieve any other Purchaser or the
      Co-Issuers of any of its obligations hereunder, and neither Prudential nor
      any
      Purchaser shall be responsible for the obligations of, or any action taken
      or
      omitted by, any other such Person hereunder.

     

    13P.
       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. Delivery
      of an executed counterpart of a signature page to this Agreement by facsimile
      transmission or electronic mail shall be effective as delivery of a manually
      executed counterpart of this Agreement.

     

    13Q.
       Binding
      Agreement.
      When
      this Agreement is executed and delivered by the Obligors and Prudential, it
      shall become a binding agreement between the Obligors and Prudential. This
      Agreement shall also inure to the benefit of each Purchaser which shall have
      executed and delivered a Confirmation of Acceptance, and each such Purchaser
      shall be bound by this Agreement to the extent provided in such Confirmation
      of
      Acceptance.

     

    13R.
       Jury
      Waiver. THE
      OBLIGORS, PRUDENTIAL AND THE OTHER HOLDERS FROM TIME TO TIME OF THE SHELF NOTES
      AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
      OF
      ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION
      DOCUMENT, OR ANY DEALINGS BETWEEN OR AMONG THEM RELATING TO THE SUBJECT MATTER
      OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND THE LENDER/BORROWER
      RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED
      TO
      BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
      AND
      THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT
      LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
      COMMON LAW AND STATUTORY CLAIMS. THE OBLIGORS, PRUDENTIAL, THE PURCHASERS AND
      EACH OF THE OTHER HOLDERS OF SHELF NOTES FROM TIME TO TIME EACH ACKNOWLEDGE
      THAT
      THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS BUSINESS RELATIONSHIP,
      THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT
      AND
      THE OTHER TRANSACTION DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THE
      WAIVER IN THEIR RELATED FUTURE DEALINGS. THE OBLIGORS, PRUDENTIAL, THE
      PURCHASERS AND EACH OF THE OTHER HOLDERS OF SHELF NOTES FROM TIME TO TIME
      FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL
      COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
      FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS
      AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
      COURT.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    13S.
       Personal
      Jurisdiction.
      To the
      fullest extent permitted by law, each of the Obligors irrevocably agrees that
      any legal action or proceeding with respect to this Agreement, the Shelf Notes,
      the other Transaction Documents or any of the agreements, documents or
      instruments delivered in connection herewith may be brought in the courts of
      the
      State of New York or the United States of America for the Southern District
      of
      New York as Prudential and the other holders from time to time of Shelf Notes
      (as applicable) may elect, and, by its execution and delivery hereof, each
      Obligor accepts and consents to, for itself and in respect of its property,
      generally and unconditionally, the jurisdiction of the aforesaid courts and,
      to
      the fullest extent permitted by law, agrees that such jurisdiction shall be
      exclusive, unless waived by Prudential and the other holders from time to time
      of Shelf Notes (as applicable) in writing, with respect to any action or
      proceeding brought by the Obligors against Prudential, any Purchaser or any
      holder of Shelf Notes. Each of the Obligors hereby waives, to the full extent
      permitted by law, any right to stay or to dismiss any action or proceeding
      brought before said courts on the basis of forum
      non conveniens.

     

    [Remainder
      of page intentionally left blank. Next page is signature
      page.]

     

    
      
        
        

      

      
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              Very
                truly yours,

            
	 
	
              KINRO,
                INC.

            
	
              LIPPERT
                COMPONENTS, INC.

            
	 	 
	
              By:

            	  

	
              Name:
                Fredric M. Zinn

            
	
              Title:  
                Vice President

            
	 	 
	
              DREW
                INDUSTRIES INCORPORATED

            
	 	 
	
              By:

            	  

	
              Name:
                Fredric M. Zinn

            
	
              Title:  
                President

            


    

    


    The
      foregoing Agreement is hereby accepted

    as
      of the
      date first above written.

    


    
      	
              PRUDENTIAL
                INVESTMENT MANAGEMENT, INC.

            
	 	 
	
              By:

            	  

	
              Name:

            
	
              Title:  
                Vice President

            
	 	 
	
              THE
                PRUDENTIAL INSURANCE COMPANY

            
	
              OF
                AMERICA

            
	 	 
	
              By:

            	  

	
              Name:

            
	
              Title:  
                Vice President

            


    

     

    
      
        
        

      

      
        Exhibit
          J-1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ING
                  USA ANNUITY AND LIFE INSURANCE COMPANY

              
	
                By:

              	
                Prudential
                  Private Placement Investors, L.P.,

              
	 	
                as
                  Investment Advisor

              
	 	
                By:

              	
                Prudential
                  Private Placement Investors, Inc.,

              
	 	 	
                as
                  its General Partner

              
	 	 	 
	 	
                By:

              	  

	 	
                Name:

              
	 	
                Title:  
                  Vice President

              
	 	 	 
	
                PHYSICIANS
                  MUTUAL INSURANCE COMPANY

              
	
                By:

              	
                Prudential
                  Private Placement Investors, L.P.,

              
	 	
                as
                  Investment Advisor

              
	 	
                By:

              	
                Prudential
                  Private Placement Investors, Inc.,

              
	 	 	
                as
                  its General Partner

              
	 	 	 
	 	
                By:

              	  

	 	
                Name:

              
	 	
                Title:  
                  Vice President

              
	 	 	 
	
                PRUDENTIAL
                  RETIREMENT INSURANCE AND

              
	
                ANNUITY
                  COMPANY

              
	
                By:

              	
                Prudential
                  Investment Management, Inc.,

              
	 	
                as
                  Investment Manager

              
	 	 	 
	 	
                By:

              	  

	 	
                Name:

              
	 	
                Title:  
                  Vice President

              


      

    

     

    
      
        
        

      

      
        Exhibit
          J-2