Purchase Agreement 7-29-05


     

    PURCHASE
      AGREEMENT,

     

    dated
      as
      of July 29, 2005,

     

    between

     

    BRAND
      INTERMEDIATE HOLDINGS, INC.,

     

    as
      the
      Company,

     

    and

     

    the
      Persons Listed on Schedule I Hereto,

     

    as
      the
      Initial Purchasers,

     

    for
      Preferred Stock

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    
      	
              ARTICLE
                I

            	
              DEFINITIONS
                

            	
              1

            
	
              SECTION
                1.1.

            	
              Defined
                Terms

            	
              1

            
	
              SECTION
                1.2.

            	
              Use
                of Defined Terms

            	
              8

            
	
              SECTION
                1.3.

            	
              Cross
                References

            	
              8

            
	
              SECTION
                1.4.

            	
              Accounting
                and Financial Determinations

            	
              9

            


    

    


    
      	
              ARTICLE
                II

            	
              PURCHASE
                AND SALE OF PREFERRED STOCK

            	
              9

            
	
              SECTION
                2.1.

            	
              Purchase
                Commitment

            	
              9

            
	
              SECTION
                2.2.

            	
              Closing

            	
              9

            


    

    


    
      	
              ARTICLE
                III

            	
              CONDITIONS
                TO CLOSING

            	
              9

            
	
              SECTION
                3.1.

            	
              Initial
                Purchaser’s Conditions

            	
              9

            
	
              SECTION
                3.2.

            	
              Company’s
                Conditions

            	
              11

            


    

    


    
      	
              ARTICLE
                IV

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY

            	
              12

            
	
              SECTION
                4.1.

            	
              Organization,
                Power, Authority, etc

            	
              12

            
	
              SECTION
                4.2.

            	
              Due
                Authorization

            	
              12

            
	
              SECTION
                4.3.

            	
              Validity,
                etc

            	
              12

            
	
              SECTION
                4.4.

            	
              Financial
                Information

            	
              12

            
	
              SECTION
                4.5.

            	
              Company
                Assets and Liabilities; Material Adverse Effect

            	
              12

            
	
              SECTION
                4.6.

            	
              Undisclosed
                Liabilities

            	
              13

            
	
              SECTION
                4.7.

            	
              Litigation,
                etc.

            	
              13

            
	
              SECTION
                4.8.

            	
              Capitalization

            	
              13

            
	
              SECTION
                4.9.

            	
              Government
                Regulation

            	
              13

            
	
              SECTION
                4.10.

            	
              Title
                to Properties

            	
              13

            
	
              SECTION
                4.11.

            	
              Material
                Contracts

            	
              14

            
	
              SECTION
                4.12.

            	
              Patents,
                Trademarks, etc.

            	
              14

            
	
              SECTION
                4.13.

            	
              Taxes

            	
              14

            
	
              SECTION
                4.14.

            	
              Employee
                Benefits; ERISA

            	
              15

            
	
              SECTION
                4.15.

            	
              Environmental
                Matters

            	
              16

            
	
              SECTION
                4.16.

            	
              Subsidiaries,
                etc.

            	
              17

            
	
              SECTION
                4.17.

            	
              Disclosure

            	
              17

            


    

    


     

    
      
        	
                ARTICLE
                  V

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE INITIAL PURCHASERS

              	
                18

              
	
                SECTION
                  5.1.

              	
                Organization;
                  Authority

              	
                18

              
	
                SECTION
                  5.2.

              	
                Authorization;
                  No Conflicts

              	
                18

              
	
                SECTION
                  5.3.

              	
                Consents
                  and Approvals

              	
                18

              
	
                SECTION
                  5.4.

              	
                No
                  Brokers or Finders

              	
                18

              
	
                SECTION
                  5.5.

              	
                Legal
                  Proceedings

              	
                18

              
	
                SECTION
                  5.6.

              	
                Private
                  Offering

              	
                19

              
	
                SECTION
                  5.7.

              	
                Accredited
                  Investor

              	
                19

              
	
                SECTION
                  5.8.

              	
                Restriction
                  on Resale

              	
                19

              
	
                SECTION
                  5.9.

              	
                Due
                  Diligence

              	
                19

              
	
                SECTION
                  5.10.

                 

              	
                Source
                  of Funds

                 

              	
                19

                 

              


      

       

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VI

              	
                COVENANTS

              	
                20

              
	
                SECTION
                  6.1.

              	
                Compliance
                  with Laws

              	
                21

              
	
                SECTION
                  6.2.

              	
                Inspection
                  Rights

              	
                21

              
	
                SECTION
                  6.3.

              	
                Limitations
                  on Restrictions on Distributions from Subsidiaries

              	
                21

              
	
                SECTION
                  6.4.

              	
                Limitations
                  on Transactions with Affiliates

              	
                21

              
	
                SECTION
                  6.5.

              	
                Limitations
                  on Line of Business

              	
                22

              
	
                SECTION
                  6.6.

              	
                Financial
                  Statements

              	
                22

              
	
                SECTION
                  6.7.

              	
                Restricted
                  Payments

              	
                23

              
	
                SECTION
                  6.8.

              	
                Amendments

              	
                24

              


      

    

    


     

    
      	
              ARTICLE
                VII

            	
              EVENTS
                OF NONCOMPLIANCE

            	
              24

            
	
              SECTION
                7.1.

            	
              Events
                of Noncompliance

            	
              24

            
	
              SECTION
                7.2.

            	
              Remedies

            	
              25

            


    

    


     

    
      	
              ARTICLE
                VIII

            	
              MISCELLANEOUS

            	
              25

            
	
              SECTION
                8.1.

            	
              Waivers,
                Amendments, etc.

            	
              25

            
	
              SECTION
                8.2.

            	
              Notices

            	
              26

            
	
              SECTION
                8.3.

            	
              Indemnification;
                Expenses, etc.

            	
              26

            
	
              SECTION
                8.4.

            	
              Severability

            	
              27

            
	
              SECTION
                8.5.

            	
              Headings

            	
              27

            
	
              SECTION
                8.6.

            	
              Counterparts

            	
              27

            
	
              SECTION
                8.7.

            	
              Entire
                Agreement

            	
              27

            
	
              SECTION
                8.8.

            	
              Governing
                Law; Jurisdiction

            	
              27

            
	
              SECTION
                8.9.

            	
              Notices

            	
              28

            
	
              SECTION
                8.10.

            	
              Waiver
                of Jury Trial

            	
              29

            
	
              SECTION
                8.11.

            	
              Successors
                and Assigns; Permitted Transfers

            	
              29

            
	
              SECTION
                8.12.

            	
              Confidentiality

            	
              30

            
	
              SECTION
                8.13.

            	
              Parties
                in Interest

            	
              30

            
	
              SECTION
                8.14.

            	
              Severalty
                of Obligations

            	
              31

            
	
              SECTION
                8.15.

            	
              Survival
                of Representations and Warranties

            	
              31

            
	
              SECTION
                8.16.

            	
              Independence
                of Covenants

            	
              31

            
	
              SECTION
                8.17.

            	
              Further
                Assurances

            	
              31

            
	
              SECTION
                8.18.

            	
              Specific
                Performances; Remedies

            	
              31

            


    

    


     


    
      
        
          


        

        
        

      

      
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    PURCHASE
      AGREEMENT

     

    THIS
      PURCHASE AGREEMENT, dated as of July 29, 2005, between BRAND INTERMEDIATE
      HOLDINGS, INC., a Delaware corporation (the åCompany")
      and
      the Persons listed on Schedule
      I
      hereto
      (each, together with their Affiliates, being an "Initial
      Purchaser",
      and
      collectively, the "Initial Purchasers").

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      the Company has authorized the sale to the Initial Purchasers, and the Initial
      Purchasers are willing severally (but not jointly) on the terms and conditions
      hereinafter set forth (including Article
      III)
      to
      purchase on the Closing Date the Preferred Stock set forth on Schedule I
      hereto;

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.1.   Defined
      Terms.
      The
      following terms (whether or not italicized) when used in this Agreement, or
      any
      of the Schedules hereto, including the preamble and recitals hereto, shall,
      except where the context otherwise requires, have the following meanings (such
      meanings to be equally applicable to the singular and plural forms
      thereof):

     

    "Acquisition"
      means
      the
      acquisition of substantially all of the assets and the assumption of certain
      of
      the liabilities of Aluma pursuant to the Asset Purchase Agreement.

     

    "Affected
      Holder"
      has the
      meaning ascribed to such term in Section
      6.8.

     

    "Affiliate"
      means,
      with respect to any Person, any other Person controlling, controlled by or
      under
      common control with such Person. For purposes of the immediately preceding
      sentence, the term "control" (including, with correlative meanings, the terms
      "controlling," "controlled by" and "under common control with"), as used with
      respect to any Person, means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of such
      Person, whether through ownership or voting securities, by contract or
      otherwise.

     

    "Agreement"
      means,
      on any date, this Purchase Agreement as originally in effect and as thereafter
      from time to time amended, supplemented or otherwise modified in accordance
      with
      the terms hereof and in effect on such date.

     

    "Aluma"
      means
      Aluma Enterprises, Inc., a corporation organized under the laws of
      Canada.

     

    "Applicable
      Law"
      means,
      relative to any Person, (x) all provisions of laws, statutes, ordinances,
      rules, regulations, requirements, restrictions, permits, certificates or orders
      of any Governmental Authority applicable to such Person or any of its assets
      or
      property and (y) all judgments, injunctions, orders and decrees of all
      courts and arbitrators in proceedings or actions in which such Person is a
      party
      or by which any of its assets or properties are bound.

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    "Approval"
      means,
      relative to any Person, each consent, waiver, approval, order, or authorization
      of, or registration or filing with, or notification to any Governmental
      Authority required on the part of the Company in connection with the execution
      and delivery of this Agreement or the compliance by the Company with any of
      the
      provisions hereof or thereof, except for (i) the filing of the Restated
      Certificate with the Secretary of State of the State of Delaware and appropriate
      documents with the relevant authorities of other states in which the Company
      or
      any of its Subsidiaries does business; (ii) such filings and approvals
      as
      may be required by any Federal and/or state securities laws; and
      (iii) Approvals which if not obtained would not reasonably be expected
      to
      have a Material Adverse Effect.

     

    "Asset
      Purchase Agreement" means
      the
      asset purchase agreement, dated as of May 19, 2005, among Brand Services and
      Aluma.

     

    "Bankruptcy
      Law"
      is
      defined in Section
      7.1(e).

     

    "Brand
      Services"
      means
      Brand Services, Inc., a Delaware corporation.

     

    "Brand
      Services Capital Contribution"
      means the
      contribution of $30,000,000 to the capital of Brand Services by the Company
      on
      the date hereof.

     

    "Brand
      Services Capital Contribution Documents"
      means
      each of the agreements, documents and instruments executed in connection with
      the Brand Services Capital Contribution.

     

    "By-laws"
      means
      the By-laws of the Company, as amended, amended and restated or otherwise
      modified from time to time.

     

    "Business
      Day"
      means
      any day, excluding,
      however,
      a
      Saturday, Sunday and each legal holiday on which banks are authorized or
      required to close in New York, New York.

     

    "Capital
      Stock"
      means,
      relative to any Person, any and all shares, partnership or membership interests,
      participations, rights or other equivalents (however designated) of corporate
      stock, including (w) capital shares of such Person (whether voting or
      non-voting), (x) if such Person is a partnership, capital partnership
      interests (whether general or limited), (y) any other indicia of ownership
      of such Person and (z) all warrants, options, purchase rights, conversion or
      exchange rights, voting rights, calls or any claims of any character with
      respect thereto.

     

    "Closing"
      is
      defined in Section
      2.2.

     

    "Closing
      Date"
      means
      July 29, 2005.

     

    "Closing
      Documents"
      is
      defined in Section 3.1(b)(iii).

     

    "Closing
      Financial Statements" means
      (i)
      the audited consolidated balance sheets and related statements of income,
      stockholders’ equity and cash flows of each of the Company, Brand Services and
      Aluma for the fiscal year ended December 31, 2004 and (ii) the unaudited
      consolidated balance sheets and related statements of income, stockholders’
      equity and cash flows of each of the Company, Brand Services and Aluma for
      each
      subsequent fiscal quarter ended 45 days before the Closing Date.

     

    "Code"
      means
      the Internal Revenue Code of 1986, as amended, reformed or otherwise modified
      from time to time.

     

    "Company"
      is
      defined in the preamble.

     

    "Company
      Intellectual Property Rights"
      is
      defined in Section
      4.12(c).

     


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    "Disclosure
      Schedule"
      means
Schedule
      II hereto.

     

    "Employee
      Benefit Plan"
      means
      all "employee benefit plans" (as defined in Section 3(3) of ERISA) and all
      severance pay, vacation pay, awards, salary continuation, sick leave, retirement
      or deferred compensation, retention, change in control, bonus or other incentive
      compensation, stock or other equity-related award, restricted stock, stock
      purchase, stock option, phantom stock, employee loan programs, insurance or
      hospitalization or fringe benefit programs, arrangements or practices as to
      which the Company or any of its Subsidiaries has any obligation or liability
      (contingent or otherwise) other than any Multiemployer Plan.

     

    "Environmental
      Law"
      means
      any applicable foreign, federal, state or local statute, regulation, ordinance,
      court order or decision or other legal requirement in effect as of the Closing
      relating to the protection of human health from pollution, the environment
      or
      natural resources, including, without limitation, the Comprehensive
      Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et
      seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et
      seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et
      seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C.
      § 11001 et seq.), the Safe Drinking Water Act (41 U.S.C. § 300f et
      seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act
      (42 U.S.C. § 7401 et seq.) the Toxic Substances Control Act (15 U.S.C.
§ 2601 et seq.), and the Federal Insecticide, Fungicide, and Rodenticide
      Act (7 U.S.C. § 136 et seq.), and the regulations promulgated pursuant
      thereto.

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended.

     

    "ERISA
      Affiliate"
      means,
      with respect to any Person, any trade or business (whether or not incorporated)
      which is treated as a single employer with such Person under Section 4001(b)(1)
      of ERISA.

     

    "Event
      of Noncompliance"
      is
      defined in Section
      7.1.

     

    "Exempt
      Affiliate Transactions"
      means
      the transactions (a) related to the sale and issuance of the Preferred Stock
      contemplated hereby (including, without limitation, the payment of related
      fees
      and expenses and (b) set forth on Schedule
      III
      hereto.

     

    "Financial
      Statements"
      is
      defined in Section
      4.4.

     

    "Financing
      Documents"
      shall
      mean the Senior Financing Documents, the Senior Subordinated Note Financing
      Documents and any other contract, agreement or instrument pursuant to which
      any
      Funded Indebtedness of the Company or any of its Subsidiaries is issued or
      governed, as subsequently amended or otherwise modified. 

     

    "F.R.S.
      Board"
      means
      the Board of Governors of the Federal Reserve System or any successor
      thereto.

     

    "Funded
      Indebtedness"
      means,
      without duplication, (a) indebtedness for borrowed money,
      (b) obligations evidenced by notes, bonds, debentures or other similar
      instruments, (c) obligations relating to the deferred purchase price
      of
      property or services (other than trade payables incurred in the ordinary course
      of business), (d) obligations as lessee under leases that have been
      or
      should be recorded as capital leases in accordance with GAAP, (e) all
      obligations under letters of credit (other than undrawn letters of credit),
      surety or performance bonds or similar instruments (other than relating to
      trade
      payables incurred in the ordinary course of business or other customary ordinary
      course liabilities such as in connection with workers’ compensation insurance
      funds), (f) indebtedness of any Person secured by a Lien on property
      owned
      or being purchased by such Person (including indebtedness arising under
      conditional sales or other title retention agreements), whether or not such
      indebtedness shall have been assumed by such Person or is limited in recourse
      (provided
      that,
      to the
      extent such indebtedness is limited in recourse to the assets securing such
      indebtedness, the amount of such indebtedness shall be limited to the amount
      of
      the fair market value of such assets), (g) obligations under direct
      or
      indirect guaranties in respect of indebtedness or obligations of others of
      the
      kind referred to in clauses
      (a)
      through
(f)
      above,
      and (h) accrued but unpaid interest, fees, penalties and the like
      outstanding in respect of any of the foregoing; provided,
      however,
      that
      Funded Indebtedness
      shall not include (w) indebtedness, whether evidenced by notes or otherwise,
      of
      the Company to any of its Subsidiaries or of any such Subsidiary to the Company
      or to another Subsidiary of the Company.

     


    
      
        
        

      

      
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    "GAAP"
      is
      defined in Section
      1.4.

     

    "Governmental
      Authority"
      means
      any government or governmental or regulatory body thereof, or political
      subdivision thereof, whether federal, state, local or foreign, or any agency,
      instrumentality or authority thereof, or any court or arbitrator (public or
      private).

     

    "Hazardous
      Material"
      means
      any form of substance, material, waste or other matter which is defined,
      characterized or regulated under any Environmental Law as "hazardous," "toxic,"
      "a contaminant," "a pollutant," "carcinogenic," or words of similar meaning
      or
      effect, including, without limitation, petroleum and its by-products, asbestos
      and polychlorinated biphenyls.

     

    "herein",
      "hereof",
      "hereto",
      "hereunder"
      and
      similar terms contained in this Agreement refer to this Agreement as a whole
      and
      not to any particular Article, Section, paragraph or provision of this
      Agreement.

     

    "Holder"
      means
      any holder of Preferred Stock.

     

    "including"
      means
      including without limiting the generality of any description preceding such
      term.

     

    "Indemnitee"
      is
      defined in Section 8.3(b).

     

    "Initial
      Purchaser"
      is
      defined in the preamble.

     

    "Institutional
      Investor"
      means
      (a) any original purchaser of Preferred Stock and (b) any commercial
      bank, trust company, savings and loan association or other financial
      institution, any pension fund, any investment company, any insurance company,
      any broker or dealer or any similar financial institution or entity, regardless
      of legal form, which would qualify as a "qualified institutional advisor" under
      Rule 144A of the Securities Act of 1933, as amended.

     

    "Intellectual
      Property Rights"
      means
      any and all rights under trademark (including service marks), trade name,
      patent, trade secret, know-how, copyright law or any other statutory provision
      or common law doctrine.

     

    "Knowledge
      of the Company"
      or the
      "Company’s
      Knowledge"
      means,
      at any time and relative to any matter, the actual knowledge which any director
      or officer of the Company would have (x) for purposes of all matters
      pertaining to the Company and its Subsidiaries, based upon the negotiation
      and
      delivery of the Transaction Documents to which the Company is a party and the
      consummation of the transactions described therein, and (y) for any other
      purpose, based on the actual knowledge of such authorized officer or
      director.

     

    "Liabilities"
      is
      defined in Section
      4.6.

     

    "Lien"
      means
      any lien, pledge, mortgage, deed or trust, security interest, charge, claim,
      option (including any right of first refusal or the like), restriction on
      transfer or any other encumbrance of any kind or nature whatsoever, including,
      without limitation, any agreement to give any of the foregoing in the
      future.

     

    "Material
      Adverse Effect"
      means
      (a) a material adverse effect upon the business, results of operations,
      properties, operations, assets or condition (financial or otherwise) of the
      Company and its Subsidiaries (taken as a whole) or (b) the material impairment
      of the ability of the Company to perform its obligations hereunder.

     

    "Material
      Contract"
      means
      any contract, agreement, indenture, note, bond, loan, instrument, lease,
      commitment or other arrangement or agreement, whether oral or written, to which
      the Company or any of its Subsidiaries is a party and which either
      (a) require payments by, or upon a breach thereof would result in Liability
      of, the Company or any of its Subsidiaries in excess of $1,000,000 or
      (ii) which (A) in the year ended December 31,  2004
      generated or (B) is expected to generate in any fiscal year thereafter, revenues
      to the Company or any of its Subsidiaries (including rental, licensing or
      similar revenues) in excess of $1,000,000.

     


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


     

    "Multiemployer
      Plan"
      means
      all multiemployer plans within the meaning of Section 3(37) of ERISA as to
      which
      the Company or any of its Subsidiaries, or any of their respective ERISA
      Affiliates, has any obligation or liability (contingent or
      otherwise).

     

    "or"
      is not
      exclusive.

     

    "Owned
      Property"
      is
      defined in Section
      4.10.

     

    "Parent"
      means
      Brand Holdings, LLC, a Delaware limited liability company and the parent of
      the
      Company.

     

    "Patriot
      Act"
      means
      the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
      2001)), as amended and supplemented from time to time.

     

    "Patriot
      Act Disclosures"
      means
      all documentation and other information which any Holder reasonably requests
      in
      order to comply with its ongoing obligations under applicable "know your
      customer" and anti-money laundering rules and regulations, including the Patriot
      Act.

     

    "Permit"
      means
      any license, franchise, permit or other similar authorization of any
      Governmental Authority.

     

    "Permitted
      Exceptions"
      means
      (i) statutory liens for current Taxes, assessments or other governmental
      charges not yet due and payable or the amount or validity of which is being
      contested in good faith by appropriate proceedings, provided an appropriate
      reserve has been established therefor in accordance with GAAP;
      (ii) mechanics’, carriers’, workers’, repairers’, and similar Liens arising
      or incurred in the ordinary course of business consistent with past practice
      for
      sums not yet due and payable or the amount or validity of which is being
      contested in good faith by appropriate proceedings, provided an appropriate
      reserve has been established therefor in accordance with GAAP;
      (iii) zoning, entitlement and other land use regulations by any
      Governmental Authority; (iv) Liens securing Funded Indebtedness, including
      Funded Indebtedness outstanding under, or permitted by, the Financing Documents;
      and (v) such other imperfections in title, charges, easements, restrictions
      and encumbrances incurred in the ordinary course of business and not incurred
      in
      connection with the incurrence of any Funded Indebtedness, which do not
      materially detract from the value of or materially interfere with the present
      or
      intended use of any property or asset subject thereto or affected
      thereby.

     

    "Person"
      means
      any natural person, corporation, firm, association, partnership, limited
      liability partnership, limited liability company, unincorporated organization,
      government, trust, governmental agency or any other entity, whether acting
      in an
      individual, fiduciary or other capacity.

     

    "Preferred
      Stock"
      is
      defined in Section
      2.1
      of this
      Agreement.

     

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

     

    "Purchase
      Price"
      is
      defined in Section
      2.2.

     

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

     

    "Requisite
      Holders"
      means,
      as of any date of determination, holders of at least a majority of the issued
      and outstanding Preferred Stock at such time.

     


    
      
        
        

      

      
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    "Restated
      Certificate"
      means,
      the Second Amended and Restated Certificate of Incorporation of the Company,
      in
      substantially the form of Exhibit
      A. .

     

    "SEC"
      means
      the Securities and Exchange Commission.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

     

    "Senior
      Financing Documents" shall
      mean the Senior Loan Agreement and each other Loan Document (as defined in
      the
      Senior Loan Agreement).

     

    "Senior
      Loan Agreement" shall
      mean that certain Amended and Restated Credit Agreement, dated as of July 29,
      2005, among Brand Services, Credit Suisse, JPMorgan Chase Bank, N.A. and the
      lenders listed therein.

     

    "Senior
      Subordinated Note Financing Documents" shall
      mean, collectively, (i) the Indenture, dated as of October 16, 2002, between
      Brand Services and The Bank of New York Trust Company of Florida, N.A., in
      respect of the 12% Senior Subordinated Notes due 2012 issued by Brand Services;
      and each of the Registration Rights Agreement (as defined in such Indenture)
      and
      the Purchase Agreement, among Brand Services, Credit Suisse and J.P. Morgan
      Securities Inc., as the initial purchasers of such Senior Subordinated Notes
      and
      (ii) the Indenture, dated as of October 16, 2002, between the Company and The
      Bank of New York Trust Company of Florida, N.A., in respect of the 13% Senior
      Subordinated Payment-In-Kind Notes due 2013 issued by the Company and the
      Purchase Agreement, among the Company, the Parent, and each of the JPMP Holders
      (as defined therein), other than JP Morgan Partners, LLC, as the initial
      purchasers of such Payment-In-Kind Senior Subordinated Notes.

     

    "Significant
      Holder"
      means
      (i) each Holder which is an Initial Purchaser and (ii) each other Holder holding
      Preferred Stock having an aggregate Liquidation Value (as defined in the
      Restated Certificate) of at least $9,000,000.

     

    "Significant
      Subsidiary"
      means
      any Subsidiary of the Company which would qualify as a "Significant Subsidiary"
      pursuant to Section (w) of Regulation S-X of the Securities Act of 1933, as
      amended.

     

    "Source"
      is
      defined in Section
      5.10.

     

    "Subsidiary"
      means,
      relative to any specified Person, any other Person of which a majority of the
      outstanding voting securities or other voting equity interests are owned,
      directly or indirectly, by such specified Person; for purposes of clarification,
      unless otherwise expressly provided or the context otherwise requires, the
      term
      "Subsidiary" shall be deemed to be a reference to a Subsidiary of the
      Company.

     

    "Tax"
      means
      (a) all federal, state, local or foreign taxes, charges, fees, imposts,
      levies or other assessments, including, without limitation, all income, gross
      receipts, capital, sales, use, ad valorem, value added, transfer, franchise,
      profits, inventory, capital stock, license, withholding, payroll, employment,
      windfall profits, real or personal property, social security (or similar),
      unemployment, excise, severance, stamp, occupation and estimated taxes, customs,
      duties, fees, assessments and charges of any kind whatsoever and (b) all
      interest, penalties, fines, additions to tax or additional amounts imposed
      by
      any taxing authority in connection with any item described in clause (a).

     

    "Tax
      Return"
      means
      all returns, declarations, reports, estimates, information returns and
      statements required to be filed in respect of any Taxes.

     

    "Transactions"
      means,
      collectively, the transactions contemplated by this Agreement, the Brand
      Services Capital Contribution Documents, the Asset Purchase Agreement and the
      Senior Financing Documents.

     


    
      
        
        

      

      
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    "Transaction
      Documents"
      means
      this Agreement, the Asset Purchase Agreement, the Senior Financing Documents,
      the Brand Services Capital Contribution Documents and each other agreement
      executed in connection therewith, in each case, as amended, supplemented,
      amended and restated or otherwise modified from time to time.

     

    "Transaction
      Fee"
      means a
      fee paid to JPMorgan Partners or one of its Affiliates in an amount not to
      exceed $600,000.

     

    "2004
      Balance Sheet"
      is
      defined in Section
      4.6.

     

    SECTION
      1.2.   Use
      of Defined Terms.
      Unless
      otherwise defined or the context otherwise requires, terms for which
      meanings are provided in this Agreement shall have such meanings when used
      in
      the Disclosure Schedule or any notice or other communication delivered from
      time
      to time in connection with this Agreement.

     

    SECTION
      1.3.   Cross
      References.
      Unless
      otherwise specified, references in this Agreement to any Article or Section
      are
      references to such Article or Section of this Agreement, and unless otherwise
      specified, references in any Article, Section or definition to any item or
      clause are references to such item or clause of such Article, Section or
      definition.

     

    SECTION
      1.4.   Accounting
      and Financial Determinations.
      Unless
      otherwise specified, all accounting terms used herein shall be interpreted,
      all
      accounting determinations and computations hereunder or thereunder for periods
      after the Closing Date shall be made and all financial statements required
      to be
      delivered hereunder or thereunder shall be prepared, in accordance with
      generally accepted accounting principles (subject,
      however,
      in the
      case of financial information as at the close of any period other than a Fiscal
      Year, to the absence of footnotes and normal year-end adjustments) as in effect
      on the date hereof consistently applied in the United States of America for
      all
      applicable periods ("GAAP").

     

     

    ARTICLE
      II

     

    PURCHASE
      AND SALE OF PREFERRED STOCK

     

    SECTION
      2.1.   Purchase
      Commitment.
      Each
      Initial Purchaser hereby agrees, subject,
      however,
      to the
      terms and conditions of this Agreement (including Article III),
      to
      purchase from the Company, and the Company hereby agrees to sell to each such
      Initial Purchaser, at the Closing the number of shares of Series A Preferred
      Capital Stock (collectively, the "Preferred
      Stock")
      set
      forth opposite such Initial Purchaser’s name on Schedule I
      for the
      aggregate purchase price also set forth opposite such Initial Purchaser’s name
      on such Schedule I.

     

    SECTION
      2.2.   Closing.
      The
      purchase of the Preferred Stock hereunder shall take place at a closing (the
      "Closing")
      at the
      offices of Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, NY 10019,
      at 10:00 a.m., local time, on the Closing Date.
      At the
      Closing, the Company will deliver to each Initial Purchaser such amount of
      Preferred Stock set forth opposite each such Initial Purchaser’s name on
Schedule
      I
      against
      payment by each Initial Purchaser to the capital of the Company of cash in
      the
      amount set forth opposite each such Initial Purchaser’s name on Schedule
      I
      hereto
      (the "Purchase
      Price").

     

     

    ARTICLE
      III

     

    CONDITIONS
      TO CLOSING

     

    SECTION
      3.1 Initial Purchaser’s Conditions. The
      obligations of each Initial Purchaser to consummate the transactions
      contemplated by this Agreement are subject to the fulfillment prior to, at
      or
      concurrently with the Closing, of all of the following conditions:

     

    (a)
        Organization
      Documents and Good Standing Certificates.
      Each
      Initial Purchaser shall have received:

     

    
      
        
        

      

      
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    (i)
        a
      copy of
      the Restated Certificate, certified by the Secretary of State of the State
      of
      Delaware, dated not more than twenty (20) days prior to the Closing Date;
      and

     

    (ii)
        a
      certificate of good standing for the Company from the Secretary of State of
      the
      State of Delaware, dated not more than twenty (20) days prior to the Closing
      Date.

     

    (b)
        Officer’s
      Certificate.
      Each
      Initial Purchaser shall have received a certificate, dated the Closing Date,
      of
      the Secretary or Assistant Secretary of the Company in the form of Exhibit B:

     

    (i)
        attaching
      a true and complete copy of the Restated Certificate and the
      By-laws;

     

    (ii)
        certifying
      that the Restated Certificate and the By-laws are in full force and
      effect;

     

    (iii)
        certifying
      (A) as to the name, titles and true signatures of the officers of the Company
      authorized to sign this Agreement and all of the agreements, instruments and
      documents relating hereto and thereto (collectively, this Agreement, the
      Restated Certificate and all such other agreements, instruments and documents
      being, the "Closing
      Documents"),
      (B) that attached thereto is a true, accurate and complete copy of the
      resolutions of the Board of Directors (or equivalent) of the Company, duly
      adopted at a meeting or by unanimous written consent of such Board of Directors,
      authorizing the execution, delivery and performance of the Closing Documents,
      and that such resolutions have not been amended, modified, revoked or rescinded,
      are in full force and effect and are the only resolutions of the Board of
      Directors or any committee thereof relating to the subject matter thereof,
      (C)
      that the Closing Documents are in the form approved by its Board of Directors
      in
      the resolutions referred to in clause (B)
      above
      and (D) that the shareholders of the Company have approved the adoption of
      the
      Restated Certificate; 

     

    (iv)
        certifying
      that all conditions to funding under the Senior Financing Documents have been
      satisfied in all material respects; and

     

    (v)
        certifying
      as to the satisfaction of the conditions set forth in clause (c)
      below.

     

    (c)
        Representations
      and Warranties; Satisfaction of Conditions.
      The
      representations and warranties of the Company contained in Article
      IV
      hereof
      and in the other Closing Documents shall be true on and as of the Closing Date,
      in all material respects, both before and immediately after giving effect to
      the
      transactions contemplated hereby; and the Company shall have performed all
      agreements and satisfied all conditions required under this Agreement and the
      other Closing Documents to be performed or satisfied by it on or before the
      Closing Date.

     

    (d)
        Patriot
      Act Disclosures.
      Each
      Initial Purchaser shall have received all Patriot Act Disclosures requested
      by
      it prior to execution of this Agreement.

     

    (e)
        Fees
      and Expenses.
      The
      Company shall have paid the reasonable fees, charges and disbursements of
      special counsel to the Initial Purchasers that are due in connection with this
      Agreement.

     

    (f)
        Sale
      of Preferred Stock.
      The
      Company shall have sold to all of the Initial Purchasers the Preferred Stock
      to
      be purchased by them at the Closing and shall have received payment in full
      therefor.

     


    
      
        
        

      

      
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    (g)
        Consummation
      of the Transactions.
      The
      Acquisition and the other Transactions shall be consummated simultaneously
      with
      the consummation of the purchase of the Preferred Stock pursuant to Section
      2.1
      in
      accordance with Applicable Law and the Asset Purchase Agreement, without waiver
      or amendment of any provision thereof that could materially adversely affect
      the
      interests of any Initial
      Purchaser;
      and the
      Initial Purchasers shall be reasonably satisfied with the capitalization,
      structure (legal and otherwise) and equity ownership of the Company and Brand
      Services after giving effect to the Transactions. The Initial Purchasers shall
      have received duly executed and delivered copies of the Asset Purchase
      Agreement, all documents related thereto and all opinions delivered in respect
      of the foregoing, in each case, in form and substance satisfactory to the
      Initial Purchasers. 

     

    (h)
        Closing
      Financial Statements.
      The
      Initial Purchasers shall have received the Closing Financial
      Statements.

     

    (i)
        Material
      Adverse Effect.
      The
      Initial Purchasers shall be satisfied that there has been no Material Adverse
      Effect since December 31, 2004.

     

    (j)
        Authorizations.
      All
      requisite material Governmental Authorities and third parties shall have
      approved or consented to each of the Transactions and the other transactions
      contemplated hereby to the extent required, all applicable appeal periods shall
      have expired and there shall be no litigation, governmental, administrative
      or
      judicial action that has restrained or prevented any of the
      Transactions.

     

    (k)
        Documents.
      The
      Initial Purchasers shall have received full and complete copies of all of the
      following, each duly executed and delivered by the party or parties thereto:
      (1) the Senior Financing Documents and the other Transaction Documents,
      and
      (2) such other agreements, instruments, certificates and documents as such
      Initial Purchaser may reasonably request.

     

    SECTION
      3.2.   Company’s
      Conditions. The
      obligations of the Company to consummate the transactions contemplated by this
      Agreement are subject to the fulfillment prior to, at or concurrently with
      the
      Closing, of all of the following conditions:

     

    (a)
        Payment
      of the Purchase Price.
      Each
      Initial Purchaser shall have paid its Purchase Price for its Preferred Stock
      to
      the Company by means of wire transfer of immediately available funds to such
      account as the Company may designate in writing to such Initial Purchasers
      at
      least one (1) Business Day prior to the Closing (or such lesser period of time
      as the Company may consent to in writing).

     

    (b)
        Transaction
      Documents.
      The
      Company shall be satisfied that all transactions contemplated by or in
      connection with the Transaction Documents shall have been consummated in
      accordance with the terms thereof.

     

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    To
      induce
      each Initial Purchaser to enter into this Agreement and to purchase the
      Preferred Stock to be purchased by each such Initial Purchaser hereunder, the
      Company represents and warrants as follows (and, for all purposes of this
      Agreement, all of such representations and warranties shall be understood to
      be
      made by the Company on (and only on) the date of execution and delivery of
      this
      Agreement by the Company and the Closing Date).

     


    
      
        
        

      

      
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    SECTION
      4.1.   Organization,
      Power, Authority, etc.
      The
      Company is a corporation validly organized and existing and in good standing
      under the laws of the jurisdiction of its incorporation and has full power
      and
      authority and holds all requisite Approvals to own and hold its property and
      to
      conduct its business substantially as currently conducted by it. The Company
      has
      full power and authority to enter into and perform its obligations under this
      Agreement and the Restated Certificate and to issue the Preferred Stock to
      be
      issued by it hereunder.

     

    SECTION
      4.2.   Due
      Authorization.
      The
      execution and delivery by the Company of this Agreement, the performance
      by
      the Company of its obligations hereunder and under the Restated Certificate,
      and
      the issuance of the Preferred Stock by the Company hereunder have been duly
      authorized by all necessary action, do not and will not require any Approval,
      do
      not and will not conflict with, result in any violation of, or create any Lien
      under, any provision of the Restated Certificate, the By-laws or any Applicable
      Law or any agreement or instrument to which the Company is a party or may
      otherwise be bound.

     

    SECTION
      4.3.   Validity,
      etc.
      This
      Agreement and the Restated Certificate constitute the legal, valid and binding
      obligations of the Company enforceable against the Company in accordance with
      their respective terms, subject,
      however,
      as to enforcement only, to bankruptcy, insolvency, reorganization,
      moratorium or similar laws at the time in effect affecting the enforceability
      of
      the rights of creditors generally.

     

    SECTION
      4.4.   Financial
      Information.
      Each of
      the financial statements together with the related notes (the "Financial
      Statements")
      included in Brand Services’ Annual Reports on Form 10-K for the fiscal years
      ended December 31, 2002, December 31, 2003 and December 31,
      2004,
      as amended (a) complied as to form in all material respects, as of its
      date
      of filing with the SEC, with all applicable accounting requirements and the
      published rules and regulations of the SEC with respect thereto, (b) were
      prepared in accordance with GAAP as in effect on the date thereof and
      (c) fairly present in all material respects in conformity with GAAP
      as in
      effect on the date thereof the consolidated financial position of Brand Services
      and its consolidated Subsidiaries as of and at the dates indicated in such
      Form
      10-Ks, and the consolidated results of operations and the consolidated cash
      flows of Brand Services and its consolidated Subsidiaries for the periods
      specified in such Form 10-Ks.

     

    SECTION
      4.5.   Company
      Assets and Liabilities; Material Adverse Effect.
      The
      Company’s only asset is the Capital Stock of Brand Services. At all times prior
      to the Closing, the Company carried on no business or operations other than
      holding the Capital Stock of Brand Services. There has been no Material Adverse
      Effect since December 31, 2004.

     

    SECTION
      4.6.   Undisclosed
      Liabilities.
      Except
      as would not reasonably be expected to result in a Material Adverse Effect,
      neither Brand Services nor any of its Subsidiaries has any indebtedness,
      obligations or liabilities of any kind (whether accrued, absolute, contingent
      or
      otherwise, and whether due or to become due) (collectively, "Liabilities")
      that
      would have been required to be reflected in, reserved against or otherwise
      described on the consolidated balance sheet of Brand Services as of
      December 31, 2004, as set forth in the Annual Report on Form 10-K of
      Brand
      Services for the year ended December 31, 2004, as amended (the
      "2004
      Balance Sheet"),
      in
      accordance with GAAP, which was not fully reflected in, reserved against or
      otherwise described in the 2004 Balance Sheet or the notes thereto.

     

    SECTION
      4.7.   Litigation,
      etc.
      Except
      as set forth on Item
      4.7
      of the
      Disclosure Schedule ("Litigation,
      Etc."),
      no
      litigation, arbitration or governmental investigation or proceeding is pending
      or, to the Knowledge of the Company, threatened against the Company or any
      of
      its Subsidiaries which, if adversely determined, would (i) reasonably be
      expected to have a Material Adverse Effect or (ii) prevent or hinder the
      consummation of the transactions contemplated by this Agreement.

     


    
      
        
        

      

      
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    SECTION
      4.8.   Capitalization.
      After
      giving effect to the transactions contemplated to occur on the Closing Date
      pursuant to this Agreement, the Company will have a capitalization as set forth
      in Item
      4.8
      ("Capitalization")
      of the
      Disclosure Schedule. The Preferred Stock to be issued hereunder has been duly
      authorized for issuance and, when sold and delivered against payment therefor
      as
      provided herein, will be validly issued, fully paid and non-assessable and
      will
      be free and clear of all preemptive rights and Liens except as otherwise
      provided herein or in the Restated Certificate and will be entitled to the
      respective voting powers, designations, preferences and relative, participating,
      optional or other special rights and qualifications, limitations or restrictions
      thereof as are set forth with respect thereto in the Restated Certificate.
      Except as set forth in the Restated Certificate and in such Item
      4.8,
      the
      Company does not have outstanding any Capital Stock or securities convertible
      into or exchangeable for any of its Capital Stock. The Company is not subject
      to
      any obligation (contingent or otherwise) to repurchase or otherwise acquire
      or
      retire any of its Capital Stock. Except as set forth on such Item
      4.8,
      none of
      the Company or any of its Subsidiaries has entered into an agreement to register
      any of its securities under the Securities Act.

     

    SECTION
      4.9.   Government
      Regulation.
      Neither
      the Company nor any of its Subsidiaries is (x) an "investment company"
      within the meaning of the Investment Company Act of 1940, as amended, or a
      "holding company," or a "subsidiary company" of a "holding company," or an
      "affiliate" of a "holding company" or of a "subsidiary company" of a "holding
      company," within the meaning of the Public Utility Holding Company Act of 1935,
      as amended, or (y) subject to regulation under the Federal Power Act, the
      Interstate Commerce Act, the Commodity Exchange Act or any Applicable Law
      limiting its ability to incur or assume indebtedness for borrowed
      money.

     

    SECTION
      4.10.   Title
      to Properties.
      The
      Company and each of its Subsidiaries (x) has good and valid fee title to all
      of
      the real property which it purports to own (the "Owned
      Property"),
      free
      and clear of all Liens, leases, subleases, rights of use or the like other
      than
      Permitted Exceptions and (y) valid leasehold estates in all real property leased
      by such Person, free and clear of all Liens other than Permitted Exceptions,
      in
      each case other than as would not reasonably be expected to result in a Material
      Adverse Effect.

     

    SECTION
      4.11.   Material
      Contracts.
      Except
      as set forth on Item
      4.11
      of the
      Disclosure Schedule ("Material
      Contracts"),
      with
      respect to each Material Contract to which any of the Company or any of its
      Subsidiaries is a party, neither the Company nor any of its Subsidiaries, as
      the
      case may be, is in material breach or default under such Material Contract
      (nor
      does there exist any condition that, with notice or lapse of time or both,
      could
      cause such a material breach or default thereunder), nor has the Company or
      any
      such Subsidiary received any written notice of any such breach or default
      thereunder, except to the extent such breaches or defaults would not, taken
      as a
      whole, reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      4.12.   Patents,
      Trademarks, etc. 

     

    (a)
        All
      Company Intellectual Property Rights that are material to the business of the
      Company or any of its Subsidiaries are owned by the Company or one of its
      Subsidiaries free and clear of all Liens other than Permitted Exceptions and
      the
      Company or such Subsidiary, as the case may be, has unfettered rights to use
      and
      license such Company Intellectual Property Rights, subject to Applicable Law,
      except to the extent the failure to own such Company Intellectual Property
      Rights free and clear of all Liens or the inability to use or license such
      Company Intellectual Property Rights would not be reasonably expected to result
      in a Material Adverse Effect.

     


    
      
        
        

      

      
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    (b)
        With
      respect to all other Intellectual Property Rights licensed, used or held by
      the
      Company or any of its Subsidiaries, the Company or one of its Subsidiaries,
      has
      unfettered rights to use and license such Intellectual Property, subject to
      Applicable Law, and there are no ongoing royalties or other payments due from
      the Company or any such Subsidiary with respect to such Intellectual Property
      Rights, except to the extent the inability to use or license such Intellectual
      Property Rights, or the inability to pay such royalties or other payments,
      would
      not be reasonably expected to result in a Material Adverse Effect.

     

    (c)
        As
      of the
      date hereof there is no legal proceeding pending with respect to any
      Intellectual Property Rights owned by the Company or any of its Subsidiaries
      (collectively, "Company
      Intellectual Property Rights")
      and
      neither the Company nor, to the Knowledge of the Company, any such Subsidiary,
      has received any written notice of any threatened legal proceedings with respect
      thereto, except for any legal proceeding which would not reasonably be expected
      to result in a Material Adverse Effect.

     

    SECTION
      4.13.   Taxes.
      Except
      as would not be reasonably expected to result in a Material Adverse
      Effect:

     

    (a)
        All
      federal income Tax Returns and all other material Tax Returns required to be
      filed by or on behalf of the Company or any of its Subsidiaries have been timely
      filed with the appropriate taxing authorities in all jurisdictions in which
      such
      Tax Returns are required to be filed (after giving effect to any extensions
      of
      time in which to make such filings). All such Tax Returns were correct and
      complete in all material respects; provided,
      that
      for purposes of this Section
      4.13,
      any
      inaccuracy in any Tax Return to the extent that the consequence of such
      inaccuracy is a reduction in the amount of a net operating loss or other tax
      attribute, shall not be considered a material inaccuracy. All amounts that
      are
      shown due from the Company on such Tax Returns with respect to the periods
      covered thereby have been fully and timely paid or are adequately provided
      for
      on the Financial Statements in accordance with GAAP. All material Taxes which
      the Company was required by Applicable Law to withhold or collect have been
      duly
      withheld or collected and, to the extent required, have been paid over to the
      proper governmental authorities or are held in separate bank accounts for such
      purposes.

     

    (b)
        All
      deficiencies asserted or assessments made as a result of any examinations by
      the
      Internal Revenue Service or any other taxing authority of the Tax Returns of
      or
      covering or including the Company or any of its Subsidiaries have been fully
      paid or are adequately provided for in the Financial Statements in accordance
      with GAAP. As of the date of this Agreement, to the Knowledge of the Company,
      there are no Tax audits or investigations by any taxing authority in progress,
      nor has the Company received any written notice from any taxing authority that
      it intends to conduct such an audit or investigation.

     

    SECTION
      4.14.   Employee
      Benefits; ERISA.
      

     

    (a)
        Except
      as
      would not reasonably be expected to have a Material Adverse Effect, none of
      the
      Employee Benefit Plans is subject to Title IV of ERISA.

     

    (b)
        Except
      as
      would not reasonably be expected to have a Material Adverse Effect, each of
      the
      Employee Benefit Plans and its related trust intended to qualify under Sections
      401 and 501(a) of the Code so qualifies and, except as disclosed on Item 4.14(b)
      of the
      Disclosure Schedule ("Determination
      Letters; Qualification"),
      is
      the subject of a favorable determination letter which covers all changes to
      the
      plan for which the remedial amendment period (within the meaning of section
      401(b)) has expired and, except as disclosed on Item
      4.14(b)
      of the
      Disclosure Schedule ("Determination
      Letters; Qualification"),
      nothing has occurred with respect to the operation of any such plan which could
      cause the loss of such qualification or exemption or the imposition of any
      liability, penalty or tax under ERISA or the Code.

     


    
      
        
        

      

      
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    (c)
        Except
      as
      would not reasonably be expected to have a Material Adverse Effect and except
      as
      disclosed on Item
      4.14(c)
      of the
      Disclosure Schedule ("Required
      Payments"),
      all
      payments (including contributions) required by Applicable Law or by the terms
      of
      any Multiemployer Plan, Employee Benefit Plan or any agreement relating thereto
      have been timely made (including any valid extension).

     

    (d)
        Except
      as
      would not reasonably be expected to have a Material Adverse Effect, there are
      no
      legal proceedings pending or threatened in writing against any Employee Benefit
      Plan, the assets of any trust under any Employee Benefit Plan, or the plan
      sponsor, plan administrator or any fiduciary of any Employee Benefit Plan with
      respect to the administration or operation of such plans.

     

    (e)
        Except
      as
      would not reasonably be expected to have a Material Adverse Effect, each of
      the
      Employee Benefit Plans has been maintained in accordance with its terms and
      all
      Applicable Law.

     

    (f)
        Except
      as
      would not reasonably be expected to have a Material Adverse Effect, there have
      been no acts or omissions by the Company or any of its ERISA Affiliates which
      have given rise to or may give rise to fines, penalties, taxes or related
      charges under section 502 of ERISA or Chapters 43, 47, 68 or 100 of the Code
      for
      which the Company or any of its ERISA Affiliates may be liable.

     

    (g)
        Except
      as
      would not reasonably be expected to have a Material Adverse Effect, none of
      the
      Company or any of its Subsidiaries has any liability or contingent liability
      for
      providing, under any Employee Benefit Plan or otherwise, any post-retirement
      medical or life insurance benefits, other than statutory liability for providing
      group health plan continuation coverage under Part 6 of Title I of ERISA and
      section 4980B of the Code or applicable state law.

     

    (h)
        Except
      as
      would not reasonably be expected to have a Material Adverse Effect, the Company
      and its Subsidiaries would have no liability if a complete withdrawal occurred
      with respect to each Multiemployer Plan immediately after the Closing Date.
      Except as would not reasonably be expected to have a Material Adverse Effect,
      with respect to the Multiemployer Plans:

     

    (i)
        all
      contributions have been made as required by the terms of the plans, the terms
      of
      any collective bargaining agreements and applicable law;

     

    (ii)
        none
      of
      the Company or any of its ERISA Affiliates has withdrawn, partially withdrawn,
      or received any notice of any claim or demand for withdrawal liability or
      partial withdrawal liability; and

     

    (iii)
        none
      of
      the Company or any of its ERISA Affiliates has received any notice that any
      such
      plan is in reorganization, that increased contributions may be required to
      avoid
      a reduction in plan benefits or the imposition of any excise tax, that any
      such
      plan is or has been funded at a rate less than required under section 412 of
      the
      Code, or that any such plan is or may become insolvent.

     

    (i)
        The
      execution and delivery of this Agreement and the purchase of Preferred Stock
      contemplated hereby 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 for which a tax could be imposed pursuant
      to
      Section 4975 of the Code. The representation in the next preceding sentence
      is
      made in reliance upon and subject to the accuracy of the representation in
      Section
      5.10.

     


    
      
        
        

      

      
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    SECTION
      4.15.   Environmental
      Matters.
      Except
      as set forth in the Brand Services filings with the SEC or as would not
      reasonably be expected to result in a Material Adverse Effect:

     

    (a)
        The
      Company and each of its Subsidiaries is and since (and including) September
      18,
      1996 has been, complying with all Environmental Laws which compliance includes
      the possession and maintenance of all Permits required by Environmental Laws
      which are material for the operation of the business of the Company and each
      of
      its Subsidiaries. Prior to September 18, 1996, the Company and each of its
      Subsidiaries complied in all material respects with all Environmental
      Laws.

     

    (b)
        Neither
      the Company nor any of its Subsidiaries is a party to any legal proceeding
      nor,
      to the Knowledge of the Company, is any legal proceeding threatened, against
      the
      Company or any of its Subsidiaries, that, in either case, asserts or alleges
      that the Company or any of its Subsidiaries is in violation of, or has potential
      Liability under, any Environmental Law which could reasonably be expected,
      either individually or when aggregated with all like legal proceedings, to
      result in the Company or any of its Subsidiaries incurring Liability and neither
      the Company nor any of its Subsidiaries is subject to any outstanding order,
      injunction, judgment, decree, ruling, writ, assessment or arbitration award
      arising out of any Environmental Law, which would require unbudgeted capital
      or
      other expenditures.

     

    (c)
        There
      are
      no Liabilities of the Company or any of its Subsidiaries of any kind, whether
      accrued, contingent, absolute, determined, determinable or otherwise, arising
      under or relating to any Environmental Law or to any Hazardous Material, and,
      to
      the Knowledge of the Company, there are no facts, conditions, situations or
      set
      of circumstances which could be reasonably be expected to result in or be the
      basis of any such Liability under Environmental Laws.

     

    This
      Section
      4.15
      represents the sole and exclusive representation regarding environmental
      matters.

     

    SECTION
      4.16.   Subsidiaries,
      etc.
      The
      Company has no Subsidiaries other than the Persons listed on Item
      4.16(b)
      of the
      Disclosure Schedule ("Subsidiaries").

     

    SECTION
      4.17.   Disclosure.
      This
      Agreement does not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements contained
      herein not misleading. There is no fact or facts peculiar to the Company or,
      to
      the Knowledge of the Company, Brand Services or any of their respective
      Subsidiaries, which is reasonably likely to result in a Material Adverse Effect
      and which has not been set forth in this Agreement, the Disclosure Schedule,
      or
      the Financing Documents (including, in each case, all schedules and exhibits
      thereto).

     

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF THE INITIAL PURCHASERS

     

    To
      induce
      the Company to enter into this Agreement and to issue and sell the Preferred
      Stock to be issued and sold by the Company hereunder, each Initial Purchaser
      severally represents and warrants to the Company and each of the other Initial
      Purchasers as follows (and, for all purposes of this Agreement, all of such
      representations and warranties shall be understood to be made by each such
      Initial Purchaser on (and only on) the date of execution and delivery of this
      Agreement by such Initial Purchaser and the Closing Date).

     


    
      
        
        

      

      
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    SECTION
      5.1.   Organization;
      Authority.
      If such
      Initial Purchaser is a corporation, then it is duly incorporated, validly
      existing and in good standing under the laws of its jurisdiction of
      incorporation. If such Initial Purchaser is a partnership or limited liability
      company, then it is duly formed, validly existing and in good standing (to
      the
      extent applicable) under the laws of its jurisdiction of formation. If such
      Initial Purchaser is a natural Person, then it has the legal capacity to enter
      into, and to be bound by, this Agreement. Such Initial Purchaser has the
      requisite authority to enter into and perform its obligations under this
      Agreement.

     

    SECTION
      5.2.   Authorization;
      No Conflicts.
      The
      execution, delivery and performance of this Agreement by such Initial Purchaser
      has been duly and validly authorized by all necessary action on the part of
      such
      Initial Purchaser. This Agreement has been duly executed and delivered by such
      Initial Purchaser and, assuming the due authorization, execution and delivery
      by
      the other parties hereto, constitutes the legally valid and binding obligations
      of such Initial Purchaser, enforceable against such Initial Purchaser in
      accordance with its terms, subject,
      however,
      as to
      enforcement only, to bankruptcy, insolvency, reorganization, moratorium, or
      similar laws at the time in effect affecting the enforceability of the rights
      of
      creditors generally. The execution, delivery and performance of this Agreement
      by such Initial Purchaser will not violate, or constitute a breach or default
      (whether upon lapse of time and/or the occurrence of any act or event or
      otherwise) under, the organizational documents of such Initial Purchaser or
      any
      Applicable Law.

     

    SECTION
      5.3.   Consents
      and Approvals.
      No
      consent, waiver, approval or authorization of, or filing, registration or
      qualification with, or notice to, any governmental unit or any other Initial
      Purchaser is required to be made, obtained or given by the Company in connection
      with the execution, delivery and performance of this Agreement.

     

    SECTION
      5.4.   No
      Brokers or Finders.
      No
      agent, broker, finder, or investment or commercial banker, or other Person
      or
      firm engaged by or acting on behalf of such Initial Purchaser or its Affiliates
      in connection with the negotiation, execution or performance of this Agreement
      or the transactions contemplated hereby or thereby, is or will be entitled
      to
      any brokerage or finder’s or similar fee or other commission as a result of this
      Agreement or the transactions contemplated hereby or thereby.

     

    SECTION
      5.5.   Legal
      Proceedings.
      There
      is no litigation, arbitration or governmental investigation or proceeding is
      pending or, to the knowledge of such Initial Purchaser, threatened against
      or
      affecting such Initial Purchaser that individually or when aggregated with
      one
      or more other such litigations, arbitrations or governmental investigations
      or
      proceedings has or might reasonably be expected to have a material adverse
      effect on such Initial Purchaser’s ability to execute, deliver and perform this
      Agreement.

     

    SECTION
      5.6.   Private
      Offering.
      Such
      Initial Purchaser is acquiring the Preferred Stock being purchased by it
      hereunder for its own account and not with a view to the resale or distribution
      thereof.

     

    SECTION
      5.7.   Accredited
      Investor.
      Such
      Initial Purchaser is an "accredited investor" as defined in Rule 501(a) of
      Regulation D promulgated under the Securities Act.

     

    SECTION
      5.8.   Restriction
      on Resale.
      Such
      Initial Purchaser understands and acknowledges that the Preferred Stock being
      purchased by such Initial Purchaser hereunder have not been registered for
      sale
      under any federal or state securities law by reason of a specific exemption
      from
      the registration provisions of the Securities Act, the availability of which
      depends upon, among other things, the bona fide nature of the investment intent
      and the accuracy of such Initial Purchaser’s representations set forth herein,
      and that such Preferred Stock must be held indefinitely unless subsequently
      registered or an exemption from such registration is available.

     


    
      
        
        

      

      
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    SECTION
      5.9.   Due
      Diligence.
      Such
      Initial Purchaser has had an opportunity to ask questions to and receive answers
      from the Company and management of Brand Services concerning the terms of the
      Company’s offering of the Preferred Stock hereunder and the business,
      management, operations and finances of Brand Services and its Subsidiaries.
      Such
      Initial Purchaser has such knowledge and experience in financial and business
      matters that it is capable of evaluating the risks and merits of its investment
      in the Preferred Stock. Notwithstanding the foregoing provisions of this
Section
      5.9,
      nothing
      set forth in this Section
      5.9
      shall be
      deemed to diminish the effectiveness of, or the reliance of such Initial
      Purchaser on, the representations and warranties made by the Company in this
      Agreement.

     

    SECTION
      5.10.   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 Initial Purchaser to pay the purchase price of the Preferred
      Stock:

     

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

     

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

     

    (c)
        (i) the
      Source constitutes assets of an "investment fund" (within the meaning of Part
      V
      of the QPAM Exemption) managed by a "qualified professional asset manager"
      or
      "QPAM" (within the meaning of Part V of the QPAM Exemption), (ii) 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, (iii) the conditions of Part I(c) and (g) of the
      QPAM
      Exemption are satisfied, (iv) neither the QPAM nor a person controlling
      or
      controlled by the QPAM (applying the definition of "control" in Section V(e)
      of
      the QPAM Exemption) owns a 5% or more interest in the Company and (v) the
      identity of such QPAM and the names of all employee benefit plans whose assets
      are included in such investment fund have been disclosed to the Company in
      writing pursuant to this paragraph
      (c);

     

    (d)
        the
      Source is a governmental plan;

     

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

     

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

     


    
      
        
        

      

      
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    If
      any
      Initial Purchaser identifies a plan pursuant to paragraphs (b),
      (c)
      or
(e)
      above,
      the Company shall deliver a certificate on the Closing Date to such Initial
      Purchaser, which certificate shall state (x) whether it is a party in
      interest or a "disqualified person" (as defined in Section 4975(e)(2)
      of
      the Code), with respect to any plan identified pursuant to paragraphs (b)
      or (e)
      above, or (y) with respect to any plan, identified pursuant to paragraph (c)
      above,
      whether it or any "affiliate" (as defined in Section V(c) of the QPAM
      Exemption) has, at such time or during the immediately preceding one year,
      exercised the authority to appoint or terminate said QPAM as manager of the
      assets of any plan identified in writing pursuant to paragraph (c)
      above or
      to negotiate the terms of said QPAM’s management agreement on behalf of any such
      identified plans. As used in this Section
      5.10,
      the
      terms "employee benefit plan", "governmental plan", "party in interest" and
      "separate account" shall have the respective meanings assigned to such terms
      in
      Section 3 of ERISA.

    


     

    ARTICLE
      VI

     

    COVENANTS

     

    For
      so
      long as the Preferred Stock issued and sold by the Company hereunder remain
      outstanding, the Company covenants and agrees that it will perform and observe
      the following covenants and provisions and will cause each of its Subsidiaries
      to perform and observe such of the following covenants and provisions as are
      applicable to such Subsidiary:

     

    SECTION
      6.1.   Compliance
      with Laws.
      The
      Company will comply with, and will cause each of its Subsidiaries to comply
      with, all Applicable Laws, except where noncompliance therewith would not
      reasonably be expected to result in a Material Adverse Effect.

     

    SECTION
      6.2.   Inspection
      Rights.
      Subject
      to Section
      8.12,
      the
      Company will, and will cause its Subsidiaries to, permit any Significant Holder
      (or any legal or financial representative thereof), at such Holder’s expense, to
      examine the books and records of the Company and its Subsidiaries at the
      Company’s and its Subsidiaries’ premises and permit any such Significant Holder
      to meet, and to discuss the business affairs, finances and accounts of the
      Company and its Subsidiaries with any of their respective officers and
      directors; provided,
      that,
      (a) such examinations and discussions are conducted at reasonable times
      and
      intervals during normal business hours and upon reasonable prior notice to
      the
      Company and its Subsidiaries, (b) such examinations and discussions
      shall
      not unreasonably interfere with the operation of the Company’s and its
      Subsidiaries’ business and (c) except for Initial Purchasers, no
      Significant Holder shall be entitled to engage in more than one such examination
      and discussion in any fiscal year of the Company or within 30 days of any such
      examination or discussion conducted by any other Holder; provided
      that,
      upon the occurrence and during the continuance of an Event of Noncompliance,
      this clause
      (c)
      shall
      not be in effect, and any such examination during the period when an Event
      of
      Noncompliance is continuing shall be at the Company’s expense.

     

    SECTION
      6.3.   Limitations
      on Restrictions on Distributions from Subsidiaries.
      Except
      as may be required under or permitted by the Financing Documents, the Company
      will not permit any of its Subsidiaries to create or otherwise cause or permit
      to exist or become effective any consensual encumbrance or restriction on the
      ability of any of the Company’s Subsidiaries to (a) pay dividends or make
      any other distribution on such Subsidiary’s Capital Stock or pay any
      indebtedness or other obligations of such Subsidiary to the Company,
      (b) make any loans or advances to the Company or (c) transfer
      any of
      such Subsidiary’s property or assets to the Company; provided
      that the
      Company will not, and will not permit any of its Subsidiaries to, consent or
      otherwise agree, directly or indirectly, to any extension of the term of the
      Financing Documents, whether as a result of an amendment, modification,
      refinancing or otherwise, or otherwise enter into any new Financing Documents
      after the date hereof, if, as a result of such extension (or such new Financing
      Documents), any such consensual encumbrance or restriction contained in such
      Financing Documents would remain in effect and prohibit, in whole or in part,
      the Company’s ability at any time on or after October 16, 2014 to manditorily
      redeem the Preferred Stock pursuant to the Restated Certificate.

     


    
      
        
        

      

      
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    SECTION
      6.4.   Limitations
      on Transactions with Affiliates.
      Except
      for Exempt Affiliate Transactions, the Company will not, nor will it permit
      any
      of its Subsidiaries to, enter into any transaction with any stockholder,
      director, officer or employee of the Company, or with any member of the family
      or any Affiliate of any such Person, except for transactions the terms of which
      are no less favorable to the Company than the terms otherwise obtainable from
      an
      unaffiliated third party through arms-length negotiations.

     

    SECTION
      6.5.   Limitations
      on Line of Business.
      The
      Company will not engage in any business or conduct any operations other than
      the
      ownership of Capital Stock, including Capital Stock of Brand Services. The
      Company will not permit Brand Services or any of its Subsidiaries to engage
      in
      any business other than any business in which Brand Services or any of its
      Subsidiaries was engaged in on the Closing Date (after giving effect to the
      transactions contemplated by the Asset Purchase Agreement) and any business
      related, ancillary or complementary thereto.

     

    SECTION
      6.6.   Financial
      Statements.
      The
      Company will deliver to each Holder:

     

    (a)
        Quarterly
      Statements.
      Within
      forty-five (45) days after the end of each of the first three fiscal quarters
      of
      each fiscal year, consolidated statements of income and cash flows of the
      Company and its Subsidiaries as of the end of and for such fiscal quarter and
      for the period from the beginning of the current fiscal year to the end of
      such
      fiscal quarter, and consolidated balance sheets of the Company and its
      Subsidiaries as at the end of each such period, setting forth, in each case,
      in
      comparative form, figures for the corresponding period in the preceding fiscal
      year, all in reasonable detail and prepared in accordance with GAAP and
      certified by an appropriate officer of the Company as fairly presenting, in
      all
      material respects, the financial position of the Company and its Subsidiaries
      and their results of operations and cash flows, subject to normal year-end
      adjustments and the absence of footnotes;

     

    (b)
        Annual
      Statements.
      Within
      ninety (90) days after the end of each fiscal year, consolidated statements
      of
      income and cash flows and consolidated statements of stockholders’ equity of the
      Company and its Subsidiaries for such year, and consolidated balance sheets
      of
      the Company and its Subsidiaries as at the end of such year, setting forth,
      in
      each case in comparative form corresponding figures from the preceding fiscal
      year, all in reasonable detail and prepared in accordance with GAAP and
      accompanied by an opinion thereon of independent public accountants of
      recognized national standing reasonably selected by the Company to the effect
      that such financial statements present fairly, in all material respects, the
      financial position of the Company and its Subsidiaries and the results of their
      operations and cash flows and have been prepared in accordance with GAAP,
      consistently applied, and such opinion shall be without limitation as to the
      scope of the audit or other qualification; 

     

    (c)
        Pro
      Forma Financial Statements.
      Within
      seventy-five (75) days after the Closing Date, the pro
      forma
      consolidated balance sheet and related pro forma consolidated statement of
      income of the Company and its Subsidiaries as of and for the twelve-month period
      ending on the last day of the most recently completed four-fiscal quarter period
      for which financial statements are required to be delivered pursuant to clause
      (ii) of the definition of Closing Financial Statements, prepared, in each case,
      after giving effect to each of the Transactions as if each had occurred as
      of
      such date (in the case of such balance sheet) or at the beginning of such period
      (in the case of such other financial statements).

     


    
      
        
        

      

      
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    (d)
        SEC
      and Other Reports.
      Promptly after the same are sent, copies of all financial statements and reports
      which the Company or any of its Subsidiaries sends to its shareholders
      generally, and all financial statements and audit reports which the Company
      or
      any of its Subsidiaries is required to deliver pursuant to the Senior Loan
      Agreement (and any replacement thereof), other than financial statements and
      reports otherwise deliverable hereunder, and promptly after the same are filed,
      copies of all financial statements and regular, periodic or special reports
      which the Company or any such Subsidiary may make to, or file with, the
      Securities and Exchange Commission or any successor or similar Governmental
      Authority; 

     

    (e)
        Officer’s
      Certificates.
      Within
      the periods provided in clause
      (a)
      and
clause (b)
      above, a
      certificate of an appropriate officer of the Company stating that such officer
      has reviewed the provisions of this Agreement and setting forth whether there
      existed as of the date of such financial statements and whether, to the
      Knowledge of the Company, there exists on the date of the certificate or existed
      at any time during the period covered by such financial statements any matured
      or unmatured Event of Noncompliance and, if any such condition or event exists
      on the date of the certificate, specifying the nature and period of existence
      thereof and the action the Company is taking and proposes to take with respect
      thereto; 

     

    (f)
        Projections.
      No
      later than thirty (30) days prior to the end of each fiscal year of the Company,
      projections of Brand Services’ and its Subsidiaries’ consolidated financial
      performance for the forthcoming fiscal year; 

     

    (g)
        Amendments.
      Within
      thirty (30) days of any material change, modification, amendment, revision,
      waiver or consent to the Senior Financing Documents or Senior Subordinated
      Note
      Financing Documents, written notice thereof together with copies of all executed
      instruments relating thereto and such other information as may be necessary
      or
      appropriate to explain the reason for such alteration, consent or waiver;


     

    (h)
        Notices.
      Promptly upon the Company having obtaining knowledge of the occurrence thereof,
      written notice of any of the following: 

     

    (i)
        the
      occurrence or existence of any Event of Noncompliance;

     

    (ii)
        the
      commencement of, or any material development in, any litigation or proceeding
      affecting the Company or any Subsidiary which would reasonably be expected
      to
      result in a Material Adverse Effect; 

     

    (iii)
        any
      event
      having or which would reasonably expected to have a Material Adverse Effect;
      and

     

    (i)
        Requested
      Information.
      Promptly, such additional business, financial, and other information concerning
      the Company or any of its Subsidiaries as any Significant Holder may reasonably
      request (including all documentation and other information such Holder
      reasonably requests in order to comply with its ongoing obligations under
      applicable "know your customer" and anti-money laundering rules and regulations,
      including the Patriot Act).
      

     


    
      
        
        

      

      
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    SECTION
      6.7.   Restricted
      Payments.
      The
      Company will not: (1) declare or make any dividend payment or other
      distribution of assets, properties, cash, rights, obligations or securities
      on
      account of any shares of any class of its Capital Stock, (2) purchase,
      redeem or otherwise acquire for value any shares of its Capital Stock, or
      (3) make any payment or prepayment of principal of, premium, if any,
      interest, redemption, exchange, purchase, retirement, defeasance, sinking fund
      or similar payment with respect to, any class of security ranking junior in
      priority of payment to the Preferred Stock; provided,
      however,
      that
      the Company may make (a) payments on and with respect to the Preferred
      Stock when due under the terms of the Restated Certificate and (b) repurchases
      or redemptions of Preferred Stock pursuant to the provisions of the Restated
      Certificate.

     

    SECTION
      6.8.   Amendments.
      The
      Company will not permit any amendment or other modification to this Agreement
      or
      the Restated Certificate which would adversely affect the Preferred Stock of
      any
      Holder (an "Affected
      Holder")
      in any
      of the following manners without the prior written consent of such Affected
      Holder: (1) any decrease in the amount of any payment or other distribution
      to such Affected Holder in respect of its Preferred Stock, (2) any
      extension or other delay, or any acceleration or similar change, in the time
      for
      any payment or other distribution (including in respect of any mandatory or
      voluntary redemption) to such Affected Holder in respect of its Preferred Stock
      as set forth herein or in the Restated Certificate, (3) any modification
      to
      (i) this Section
      6.8,
      or
Section 6.9
      or
8.1(a)
      or, with
      respect to any rights or remedies which would arise as a result of a breach
      of
      this Section
      6.8,
      Section
      7.2
      or
8.18,
      (ii) any term or provision of the Restated Certificate relating to the
      Preferred Stock or (iii) the status of such Affected Holder’s Preferred
      Stock as having the highest priority and preference in right of payment and
      distributions of all Capital Stock of the Company, (4) any issuance
      or
      creation of any series or class of Capital Stock ranking in respect of
      distributions or any other right of payment senior to, or pari passu with,
      such
      Affected Holder’s Preferred Stock, (5) any modification to the definitions
      of Change of Control, Preferred Stock or Liquidation Value, in each case as
      set
      forth in the Restated Certificate as of the date hereof, as such definitions
      relate to such Affected Holder’s Preferred Stock, (6) modify the limited
      liability of such Affected Holder in a manner adverse to such Affected Holder
      or
      otherwise impose any obligation or liability upon such Affected Holder or
      (7) have the effect of treating such Affected Holder disproportionately
      adverse, in relation to other Holders.

     

     

    


    ARTICLE
      VII

     

    EVENTS
      OF
      NONCOMPLIANCE

     

    SECTION
      7.1.   Events
      of Noncompliance.
      The
      occurrence of any of the following events, 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), shall constitute an "Event
      of Noncompliance":

     

    (a)
        the
      Company defaults in any payment, when due, with respect to any Preferred Stock;
      or

     

    (b)
        the
      Company fails to perform or observe any agreement, term or condition contained
      herein (other than matters to which clause (a)
      above
      applies) or in the Restated Certificate (solely to the extent that such
      agreement, term or condition relates to the Company’s obligations to the
      Holders) and such failure shall not be remedied within forty-five (45) days
      after the Company has received notice or otherwise has actual knowledge thereof;
      or

     

    (c)
        any
      representation or warranty made by the Company herein or any writing furnished
      to the Holders in connection herewith shall be false in any material respect
      on
      the date as of which made; or

     

    (d)
        the
      Company or any of its Significant Subsidiaries makes an assignment for the
      benefit of creditors or is generally not paying its debts as such debts become
      due; or

     


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    


     

    (e)
        any
      decree or order for relief in respect of the Company or any its Significant
      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

     

    (f)
        the
      Company or any of its Significant 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 the Company
      or
      such Subsidiary, or of any substantial part of the assets of the Company or
      such
      Subsidiary, or commences a voluntary case under the Bankruptcy Law of the United
      States, or any proceedings relating to the Company or such Subsidiary under
      the
      Bankruptcy Law of any other jurisdiction or any involuntary proceeding under
      any
      Bankruptcy Law shall be commenced and continue unstayed and in effect for more
      than 60 consecutive days.

     

    SECTION
      7.2.   Remedies.
      Upon
      the occurrence of any Event of Noncompliance and during the continuance thereof,
      any Holder may proceed to protect and enforce its rights under this Agreement
      and the Restated Certificate by exercising such remedies as are available to
      such Holder in respect thereof under Applicable Law (all such remedies being
      cumulative and non-exclusive), 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 the Restated Certificate; provided,
      however,
      that
      the foregoing terms of this Section 7.2
      shall
      not be construed to provide any Holder the right upon the occurrence of an
      Event
      of Noncompliance to require the redemption of such Holder’s Preferred Stock
      prior to the time required for any redemption thereof under the terms of the
      Restated Certificate.

     

     

    ARTICLE
      VIII

     

    MISCELLANEOUS

     

    SECTION
      8.1.   Waivers,
      Amendments, etc.

     

    (a)
        Subject
      to Section
      6.8
      hereof,
      the provisions of this Agreement may from time to time be amended, waived or
      otherwise modified, if such amendment, waiver or modification is in writing
      and
      consented to by the Company and the Requisite Holders.

     

    (b)
        No
      failure or delay on the part of the Company or any Holder in exercising any
      power or right under this Agreement shall operate as a waiver thereof, nor
      shall
      any single or partial exercise of any such power or right preclude any other
      or
      further exercise thereof or the exercise of any other power or right. No notice
      to or demand on the Company or any Holder in any case shall entitle it to any
      notice or demand in similar or other circumstances. No waiver or approval by
      the
      Company or any Holder under this Agreement shall, except as may be otherwise
      stated in such waiver or approval, be applicable to subsequent transactions.
      No
      waiver or approval hereunder shall require any similar or dissimilar waiver
      or
      approval thereafter to be granted hereunder.

     

    SECTION
      8.2.   Notices.
      All
      notices and other communications provided to any party hereto under this
      Agreement shall be in writing and addressed or delivered to it at its address
      set forth below its signature hereto or at such other address as may be
      designated by such party in a notice to the other parties. Any notice, if sent
      by mail or courier and properly addressed and prepaid, shall be deemed given
      when received; any notice, if transmitted by facsimile, shall be deemed given
      when transmitted and electronically confirmed.

     


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    SECTION
      8.3.   Indemnification;
      Expenses, Etc.

     

    (a)
        The
      Company shall pay (i) all reasonable out-of-pocket expenses incurred
      by the
      Initial Purchasers, including the reasonable fees, charges and disbursements
      of
      one special counsel for all Initial Purchasers, in connection with the
      preparation of this Agreement and the other Closing Documents or any amendments,
      modifications or waivers of the provisions thereof (whether or not the
      transactions contemplated hereby or thereby shall be consummated), (ii) any
      stamp or similar taxes which may be determined to be payable in connection
      with
      the execution, delivery or performance of this Agreement and the other Closing
      Documents or any modification, amendment or alteration of the terms or
      provisions of this Agreement and the other Closing Documents and any issue
      taxes
      in respect of the issuance of any Preferred Stock hereunder to the Initial
      Purchasers and (iii) all out-of-pocket expenses incurred by the Holders
      including the fees, charges and disbursements of one special counsel for all
      Holders, in connection with the enforcement or protection of its rights in
      connection with the Closing Documents, including its rights under this Section,
      or in connection with the Preferred Stock issued hereunder, including all such
      out-of-pocket expenses incurred during any workout, restructuring or
      negotiations in respect of such Preferred Stock.

     

    (b)
        The
      Company shall indemnify the Holders and each of their respective Affiliates
      (each such Person being called an "Indemnitee")
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses (including, without limitation and
      as
      incurred, reasonable costs of investigating, preparing or defending any such
      claim or action, whether or not such Indemnitee is a party thereto), including
      the reasonable fees, charges and disbursements of any counsel for any
      Indemnitee, incurred by or asserted against any Indemnitee arising out of,
      in
      connection with, or as a result of (i) the execution, delivery or
      performance of this Agreement or any other Closing Document or the consummation
      of the transactions contemplated hereby, or (ii) any actual or prospective
      claim, litigation, investigation or proceeding relating to any of the foregoing,
      whether based on contract, tort or any other theory and regardless of whether
      any Indemnitee is a party thereto; provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses resulted from
      the
      gross negligence or willful misconduct of such Indemnitee or any Affiliate
      of
      such Indemnitee (or of any officer, director, employee, advisor or agent of
      such
      Indemnitee or any such Indemnitee’s Affiliates) or to the extent such damages
      constitute special, indirect or consequential damages (as opposed to direct
      or
      actual damages); and provided further
      that,
      for the purposes of the foregoing proviso, the Company and its Subsidiaries
      shall be deemed not to be Affiliates of any Holders.

     

    (c)
        All
      amounts due under this Section shall be payable promptly after written demand
      therefor.

     

    SECTION
      8.4.   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 of this Agreement or affecting the validity or enforceability of
      such
      provision in any other jurisdiction.

     

    SECTION
      8.5.   Headings.
      The
      various headings of this Agreement are inserted for convenience only and shall
      not affect the meaning or interpretation of this Agreement or any provisions
      hereof.

     

    SECTION
      8.6.   Counterparts.
      This
      Agreement may be executed by the parties hereto in several
      counterparts, each of which shall be executed by the Company and the Initial
      Purchasers and be deemed to be an original and all of which shall constitute
      together but one and the same agreement.

     

    SECTION
      8.7.   Entire
      Agreement.
      This
      Agreement and the Restated Certificate constitute the entire understanding
      among
      the parties hereto with respect to the subject matter hereof and supersede
      any
      prior agreements, written or oral, with respect thereto.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    SECTION
      8.8.   Governing
      Law; Jurisdiction.
      THIS
      AGREEMENT, THE LEGAL RELATIONS BETWEEN THE PARTIES AND ANY ACTION, COMPLAINT,
      PETITION, INVESTIGATION, SUIT OR OTHER PROCEEDING, WHETHER CIVIL OR CRIMINAL,
      IN
      LAW OR IN EQUITY, OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY, WHETHER
      CONTRACTUAL OR NON-CONTRACTUAL, INSTITUTED BY ANY PARTY WITH RESPECT TO MATTERS
      ARISING UNDER OR IN CONNECTION WITH OR IN RESPECT OF THIS AGREEMENT, INCLUDING
      BUT NOT LIMITED TO THE NEGOTIATION, EXECUTION, INTERPRETATION, COVERAGE, SCOPE,
      PERFORMANCE, BREACH, TERMINATION, VALIDITY, OR ENFORCEABILITY OF THIS AGREEMENT,
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND WITHOUT
      REGARD TO CONFLICTS OF LAW DOCTRINES, EXCEPT TO THE EXTENT THAT CERTAIN MATTERS
      ARE PREEMPTED BY FEDERAL LAW OR ARE GOVERNED AS A MATTER OF CONTROLLING LAW
      BY
      THE LAW OF THE JURISDICTION OF ORGANIZATION OF THE RESPECTIVE PARTIES. EACH
      PARTY HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS FOR ITSELF AND ITS PROPERTIES,
      GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE UNITED
      STATES DISTRICT COURT FOR THE DISTRICT OF NEW YORK OR ANY STATE COURT SITTING
      IN
      THE COUNTY OF NEW YORK (AND OF THE APPROPRIATE APPELLATE COURTS) WITH RESPECT
      TO
      ANY ACTION SEEKING TO ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING
      OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS
      CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HEREBY WAIVES ANY DEFENSE OF FORUM
      NON CONVENIENS AND ANY OBJECTION TO VENUE LAID THEREIN AND AGREES TO BE BOUND
      BY
      ANY JUDGMENT RENDERED THEREBY ARISING UNDER, OUT OF, IN RESPECT OF OR IN
      CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER IRREVOCABLY ACCEPTS FOR
      ITSELF AND ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, SERVICE OF PROCESS
      PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND THE RULES OF ITS COURTS,
      AND
      DESIGNATES AND APPOINTS THE INDIVIDUALS IDENTIFIED IN OR PURSUANT TO
SECTION 8.9
      HEREOF TO RECEIVE NOTICES ON ITS BEHALF, AS ITS AGENT TO RECEIVE ON ITS BEHALF
      SERVICE OF ALL PROCESS IN ANY SUCH ACTION, COMPLAINT, PETITION, INVESTIGATION,
      SUIT OR OTHER PROCEEDING, WHETHER CIVIL OR CRIMINAL, IN LAW OR IN EQUITY, OR
      BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY, SUCH SERVICE BEING HEREBY
      ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF
      ANY
      SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE DESIGNATED
      AGENT OF EACH PARTY AT ITS ADDRESS PROVIDED IN SECTION 8.9;
      PROVIDED
      THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH
      COPY
      SHALL NOT AFFECT THE VALIDITY OF THE SERVICE OF SUCH PROCESS. IF ANY AGENT
      SO
      APPOINTED REFUSES TO ACCEPT SERVICE, THE DESIGNATING PARTY HEREBY AGREES THAT
      SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST
      IT
      IN THE APPLICABLE JURISDICTION MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
      RETURN RECEIPT REQUESTED, TO ITS ADDRESS PROVIDED IN SECTION 8.9.
      EACH PARTY HEREBY ACKNOWLEDGES THAT SUCH SERVICE SHALL BE EFFECTIVE AND BINDING
      IN EVERY RESPECT. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
      ANY
      OTHER MANNER PERMITTED BY APPLICABLE LAW OR SHALL LIMIT THE RIGHT OF ANY PARTY
      TO BRING ANY ACTION OR PROCEEDING AGAINST THE OTHER PARTY IN ANY OTHER
      JURISDICTION, EXCEPT TO THE EXTENT EXPRESSLY OTHERWISE PROVIDED IN
SECTION 8.9.

     


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    SECTION
      8.9.   Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given (i) when delivered personally, (ii) on the third Business
      Day after being mailed by certified mail, return receipt requested, (iii) the
      next Business Day after delivery to a recognized overnight courier, or (iv)
      upon
      transmission and confirmation of receipt by a facsimile operator if sent by
      facsimile (and shall also be transmitted by facsimile to the Persons receiving
      copies thereof), to the parties at the following addresses or facsimile numbers
      (or to such other address and facsimile number as a party may have specified
      by
      notice given to the other party pursuant to this provision):

     

    If
      to the
      Company, to:

     

    Brand
      Holdings, LLC 

    c/o
      JPMorgan Partners

    1221
      Avenue of the Americas, 39th Floor

    New
      York,
      New York 10020 

    Facsimile: 

    Attention: 

     

    with
      a
      copy to:

     

    Brand
      Intermediate Holdings, Inc.

    c/o
      JPMorgan Partners

    1221
      Avenue of the Americas, 39th Floor

    New
      York,
      New York 10020

    Facsimile: 

    Attention:

     

    with
      a
      copy to (which shall not constitute notice): 

     

    Mayer,
      Brown, Rowe & Maw LLP

    1675
      Broadway

    New
      York,
      New York 10019-5820

    Facsimile:
      (212) 849-5525

    Attention:
      Mark S. Wojciechowski

     

    If
      to any
      Initial Purchaser, at the address set forth under such Initial Purchaser’s name
      on the signature pages hereto.

     

    SECTION
      8.10.   Waiver
      of Jury Trial.
      EACH
      OF THE
      INITIAL PURCHASERS AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY, AND
      INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
      OF
      ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH,
      THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
      VERBAL OR WRITTEN) OR ACTIONS OF ANY INITIAL PURCHASER OR THE COMPANY. THIS
      PROVISION IS A MATERIAL INDUCEMENT FOR THE INITIAL PURCHASERS AND THE COMPANY
      ENTERING INTO THIS AGREEMENT.

     


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


        SECTION
      8.11.
  Successors
      and Assigns; Permitted Transfers.
      This
      Agreement shall bind and inure to the benefit of the Company and the Holders
      and
      their respective successors and permitted assigns. Upon the transfer of any
      Preferred Stock purchased hereunder in accordance with the terms hereof, the
      transferee shall be bound by, and entitled to the benefits of, this Agreement
      and the Restated Certificate with respect to such Preferred Stock in the same
      manner as the transferring Holders. Any term or provision hereof or of the
      Restated Certificate to the contrary notwithstanding, Holders who are not
      Initial Purchasers may not, without the prior written consent of the Company
      and
      a majority in interest of the Initial Purchasers, assign, transfer or otherwise
      convey any Preferred Stock (or rights or interests in Preferred Stock) held
      by
      them, except to (a) Affiliates (x) which are controlled by such Holders and
      (y)
      as to which at the time of such assignment or transfer, such Holder presently
      intends to maintain ownership of such Affiliate or (b) any Initial Purchaser;
      provided,
      however,
      that,
      with respect to any assignment or transfer of Preferred Stock by any Holder
      (including any assignment or transfer of rights or interests in any Preferred
      Stock by any Holder), the assignee or transferee thereof shall agree in writing
      to be bound by the terms and provisions of this Agreement, including
Section
      8.12,
      as if
      such assignee or transferee was a signatory hereto.

     

    SECTION
      8.12.   Confidentiality.
      For the
      purposes of this Section
      8.12,
      "Confidential
      Information"
      means
      information delivered to any Holder by or on behalf of the Company in connection
      with the transactions contemplated by or otherwise pursuant to this Agreement
      that is proprietary in nature and that was clearly marked or labeled or
      otherwise adequately identified when received by such Holder as being
      confidential information of the Company; provided
      that
      such term does not include information that (a) was publicly known or
      otherwise known to such Holder prior to the time of such disclosure and not
      subject to a confidentiality agreement of which such Holder was aware,
      (b) subsequently becomes publicly known through no act or omission by
      such
      Holder or any person acting on such Holder’s behalf, (c) otherwise becomes
      known to such Holder other than through disclosure by the Company and is not
      subject to this or another agreement of confidentiality or (d) constitutes
      financial statements delivered to such Holder hereunder that are otherwise
      publicly available. Each Holder will maintain the confidentiality of such
      Confidential Information in accordance herewith, provided
      that
      such Holder may deliver or disclose Confidential Information to (i) such
      Holder’s directors, trustees, officers, employees, agents, attorneys and
      affiliates (to the extent such disclosure reasonably relates to the
      administration of the investment represented by such Holder’s Preferred Stock
      and other interests in the Company), (ii) such Holder’s financial advisors
      and other professional advisors who agree to hold confidential the Confidential
      Information in accordance with the terms of this Section as if they were parties
      hereto, (iii) any Institutional Investor to which such Holder sells
      or
      offers to sell any Preferred Stock or any part thereof or any participation
      therein, provided
      such
      sale is permitted hereunder and such Person has agreed in writing prior to
      its
      receipt of such Confidential Information to be bound by the provisions of this
      Section as if it was a signatory hereto), (iv) any federal or state
      regulatory authority having jurisdiction over such Holder if such authority
      has
      requested such information and upon advice of counsel, such information must
      be
      delivered to such authority without requiring such authority to be bound by
      this
      Section, (v) the National Association of Insurance Commissioners or
      any
      similar organization, or any nationally recognized rating agency that requires
      access to information about such Holder’s investment portfolio or (vi) any
      other Person to which such delivery or disclosure may be necessary or
      appropriate to effect compliance with any Applicable Law, including in respect
      of any subpoena or legal process.

     

    SECTION
      8.13.   Parties
      in Interest.
      This
      Agreement shall be binding upon and inure to the benefit of each party hereto,
      and nothing in this Agreement, express or implied, is intended to confer upon
      any other Person any rights or remedies of any nature whatsoever (including,
      without limitation, third party beneficiary rights) under or by reason of this
      Agreement or by Applicable Law. Nothing in this Agreement is intended to relieve
      or discharge the obligation of any third person to (or to confer any right
      of
      subrogation or action over against) any party to this Agreement.

     


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


    
    

    SECTION
      8.14.   Severalty
      of Obligations.
      The
      sales of the Preferred Stock to the Initial Purchasers hereunder are to be
      several sales, and the obligations of the Holders under this Agreement are
      several obligations. Except as otherwise expressly provided herein, no failure
      by any Holders to perform its obligations under this Agreement shall relieve
      any
      other Holders or the Company of any of its obligations hereunder, and no Holders
      shall be responsible for the obligations of, or any action taken or omitted
      by,
      any other Holders hereunder.

     

    SECTION
      8.15.   Survival
      of Representations and Warranties.
      All
      representations and warranties of the Company contained herein or made in
      writing by or on behalf of the Company in connection herewith shall survive
      the
      Closing Date.

     

    SECTION
      8.16.   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 (i) avoid the occurrence
      of an
      Event of Noncompliance if such action is taken or such condition exists or
      (ii) in any way prejudice an attempt by any Holder to prohibit through
      equitable action or otherwise the taking of any action by the Company or any
      Subsidiary which would result in an Event of Noncompliance.

     

    SECTION
      8.17.   Further
      Assurances.
      The
      Company shall duly execute and deliver, or cause to be duly executed and
      delivered, at its own cost and expense, such further instruments and documents
      and to take all such action, in each case as may be necessary or proper in
      the
      reasonable judgment of a Significant Holder to carry out the provisions and
      purposes of this Agreement and the other Closing Documents.

     

    SECTION
      8.18.   Specific
      Performances; Remedies.
      Damages
      in the event of breach of this Agreement or any other Closing Document by the
      Company would be difficult or impossible to ascertain and it is therefore agreed
      that the Holders, in addition to and without limiting any other remedy or right
      it may have, will have the right to an injunction or other equitable relief
      in
      any court of competent jurisdiction enjoining any such breach and enforcing
      specifically the terms and provisions hereof and thereof, and the Company hereby
      waives any and all defenses it may have on the ground of lack of jurisdiction
      or
      competence of the court to grant such an injunction or other equitable relief
      or
      lack of proof of actual damages. The existence of the rights under this Section
      will not preclude the Holders from pursuing any other right or remedy which
      may
      be available at law or in equity.

     

    [Remainder
      of Page Intentionally Left Blank]

    


     


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized as of the day and year
      first
      above written.

     

     

    
      	 	 	 
	 	BRAND
              INTERMEDIATE HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Raymond
              Edwards
	 	
              
Raymond
              Edwards
	 	Secretary


    

     

               Brand
      Holdings, LLC

           c/o
      JPMorgan Partners 

    1221
      Avenue of the Americas, 39th Floor

    New
      York,
      NY 10020

    Attn:
      

    Telecopy:
      

    



    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    
                                         
        

                                   

      
                                                                                                            
          INITIAL PURCHASERS:

         

        
          	 	 	 
	 	J.P.MORGAN
                  PARTNERS GLOBAL INVESTORS, L.P.
	 
 	
                  
 By:

                   

                   By:

                	
                   

                  JPMP
                    Global Investors, L.P., its General Partner

                  
JPMP Capital Corp., its General Partner

                   

                
	 	 By:  	/s/ Christopher
                  C. Behrens
	 	
                  
Christopher
                  C. Behrens
	 	Partner 


        

         

      

       

    

                                                                       

     

     

     

     

         

    


    


    


     

    


     

    


     

    


     


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


    


    
      
        	
              	 	 
	 	J.P.MORGAN
                PARTNERS GLOBAL INVESTORS (CAYMAN) L.P.
	 
 	
                
 By:

                 

                 By:

              	
                 

                JPMP
                  Global Investors, L.P., its General Partner

                
JPMP
                  Capital Corp., its General Partner

                 

              
	 	 By:  	/s/ Christopher
                C. Behrens
	 	
                
Christopher
                C. Behrens
	 	Partner


      

      
      

       

    

          

    


    


    



    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	 	 
	 	J.P.MORGAN
                PARTNERS GLOBAL INVESTORS, A. L.P.
	 
 	
                
 By:

                 

                 By:

              	
                 

                JPMP
                  Global Investors, L.P., its General Partner

                 

                JPMP
                  Capital Corp., its General Partner

                 

              
	 	 By:  	/s/ Christopher
                C. Behrens    
	 	
                
Christopher
                C. Behrens
	 	Partner 


      

       



    


     

     

    


     


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	 	 
	 	J.P.MORGAN
                PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P.
	 
 	
                
 By:

                 

                 By:

              	
                 

                JPMP
                  Global Investors, L.P., its General Partner

                
JPMP
                  Capital Corp., its General Partner

                 

              
	 	 By:  	/s/ Christopher
                C. Behrens
	 	
                
Christopher
                C. Behrens
	 	Partner


      

       



    


     

    


         

    


    



    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	 	 
	 	J.P.MORGAN
                PARTNERS (BHCA), L.P.
	 
 	
                
 By:

                 

                 By:

              	
                 

                JPMP Master
                  Fund Manager, its General Partner

                
JPMP
                  Capital Corp., its General Partner

                 

              
	 	 By:  	/s/ Christopher
                C. Behrens
	 	
                
Christopher
                C. Behrens
	 	Partner


      

       



     

     

     

    
 

    



    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	 	 
	 	J.P.MORGAN
                PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P.
	 
 	
                
 By:

                 

                 By:

              	
                 

                JPMP
                  Master Fund Manager, its General Partner

                
JPMP
                  Capital Corp., its General Partner

                 

              
	 	 By:  	/s/ Christopher
                C. Behrens
	 	
                
Christopher
                C. Behrens
	 	Partner


      

       



     

     

     

     

    



    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


    
    

    SCHEDULE
      I

     

    Purchase
      Price

     

    
      	
               

              Name

            	
               

              Purchase
                Price

            	
               

              Preferred
                Stock

            
	
               

              J.P.
                Morgan Partners Global Investors, L.P.

            	
               

              $4,055,373

            	
               

              4,055

            
	
               

              J.P.
                Morgan Partners Global Investors (Cayman), L.P.

            	
               

              $2,035,981

            	
               

              2,036

            
	
               

              J.P.
                Morgan Partners Global Investors A, L.P.

            	
               

              $623,123

            	
               

              623

            
	
               

              J.P.
                Morgan Partners Global Investors (Cayman) II, L.P.

            	
               

              $227,687

            	
               

              228

            
	
               

              J.P.
                Morgan Partners (BHCA), L.P.

            	
               

              $21,684,760

            	
               

              21,685

            
	
               

              J.P.
                Morgan Partners Global Investors (Selldown), L.P.

            	
               

              $1,373,077

            	
               

              1,373

            


    

    


     


    
      
        
        

      

      
        -37-