ex10-2.htm


  
    EXHIBIT
10.2

     

    
      
        
          

        

      

       

      SCHAWK,
INC.

       

      ______________________________

       

      FIRST
AMENDMENT

      Dated as
of June 11, 2009

       

      to

       

      NOTE
PURCHASE AND PRIVATE SHELF AGREEMENT

      Dated as
of January 28, 2005

       

      ______________________________

       

      Re:
$10,000,000 4.81% Series C Senior Notes Due January 28, 2010

      $20,000,000
4.99% Series D Senior Notes Due January 28, 2011

      and

      $20,000,000
5.17% Series E Senior Notes Due January 28, 2012

      of

      Schawk,
Inc.

       

      DATED AS
OF JUNE 11, 2009

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      FIRST
AMENDMENT TO NOTE AGREEMENT

       

      THIS
FIRST AMENDMENT dated as of June 11, 2009 (the or this “First Amendment”) to the Note
Purchase and Private Shelf Agreement dated as of January 28, 2005 is between
SCHAWK, INC., a Delaware corporation (the “Company”), and each of the
institutions which is a signatory to this First Amendment (collectively, the
“Noteholders”).

       

      RECITALS:

       

      A.           The
Company and each of the Noteholders have heretofore entered into the Note
Purchase and Private Shelf Agreement dated as of January 28, 2005 (as the same
may be amended, modified and supplemented from time to time, the “Note
Agreement”).  The Company has heretofore issued the $10,000,000
4.81% Series C Senior Notes Due January 28, 2010 dated January 28, 2005, the
$20,000,000 4.99% Series D Senior Notes Due January 28, 2011 dated January 28,
2005, and the $20,000,000 5.17% Series E Senior Notes Due January 28, 2012 dated
January 28, 2005 (collectively, the “Notes”) pursuant to the Note
Agreement.

       

      B.           The
Subsidiary Guarantors have made that certain Subsidiary Guaranty Agreement dated
as of January 28, 2005 in favor of the holders of the Notes (as the same may be
amended, modified and supplemented from time to time, the “Guaranty
Agreement”).

       

      C.           The
Company, the Subsidiary Guarantors and the Noteholders now desire to amend the
Note Agreement and the Guaranty Agreement in the respects, but only in the
respects, hereinafter set forth.

       

      D.           Capitalized
terms used herein shall have the respective meanings ascribed thereto in the
Note Agreement unless herein defined or the context shall otherwise
require.

       

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

       

      NOW,
THEREFORE, upon the full and complete satisfaction of the conditions precedent
to the effectiveness of this First Amendment set forth in Section 5.1 hereof,
and in consideration of good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Company and the Noteholders do
hereby agree as follows:

       

      SECTION
1.   AMENDMENTS
TO NOTE AGREEMENT.

       

      Section
1.1. Section 1
of the Note Agreement is amended by adding the following thereto as new Sections
1.5, 1.6 and 1.7 thereof:

       

      Section 1.5  Authorization of Issue of Series C
PIK Notes.  The Company has authorized the issue of its senior
promissory notes in an aggregate initial principal amount sufficient to evidence
the aggregate amount of Make-Whole Amount that may be required to be paid with
respect to the Series C Notes upon the prepayments of the Series

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      C Notes
required pursuant to Section 8.8 (the “Series C PIK
Notes”).  The Company will issue to each holder of Series C
Notes on the Amendment No. 1 Effective Date a Series C PIK Note in an initial
principal amount equal to the Make-Whole Amount due with respect to the
prepayment of the Series C Notes of such holder being made on the Amendment No.
1 Effective Date, each such Series C PIK Note to be dated the date of issue
thereof, to mature on the PIK Note Maturity Date, to bear interest on the unpaid
balance thereof from the date thereof until the principal thereof shall have
become due and payable at the rate of 8.81% per annum (provided that, during any
period when an Event of Default shall be in existence, at the election of the
Required Holder(s), the outstanding principal balance of the Series C PIK Notes
shall bear interest from and after the date of such Event of Default and until
such Event of Default ceases to be in existence at the rate per annum from time
to time equal to the applicable Default Rate for the Series C PIK Notes) and on
overdue payments at the rate per annum from time to time equal to the applicable
Default Rate for the Series C PIK Notes, and to be substantially in the form of
Exhibit A-5 attached hereto.  Interest accrued on the unpaid balance
of any Series C PIK Note due before the date such principal is due (whether on
the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or
otherwise) shall be paid by adding such interest to the principal balance of
such Series C PIK Note.  Any Make-Whole Amount due and payable with
respect to any prepayment of any Series C Note made after the Amendment No. 1
Effective Date pursuant to Section 8.8 shall be paid by adding the amount
thereof to the outstanding amount of the Related PIK Note and the outstanding
amount of such Related PIK Amount shall be deemed automatically increased by the
amount of such Make-Whole Amount on the date such Make-Whole Amount is otherwise
due.  The terms “Series C PIK Note” and “Series C PIK Notes” as used
herein shall include each Series C PIK Note delivered pursuant to any provision
of this Agreement and each Series C PIK Note delivered in substitution or
exchange for any other Series C PIK Note pursuant to any such
provision.

       

      Section 1.6  Authorization of Issue of Series D
PIK Notes.  The Company has authorized the issue of its senior
promissory notes in an aggregate initial principal amount sufficient to evidence
the aggregate amount of Make-Whole Amount that may be required to be paid with
respect to the Series D Notes upon the prepayments of the Series D Notes
required pursuant to Section 8.8 (the “Series D PIK
Notes”).  The Company will issue to each holder of Series D
Notes on the Amendment No. 1 Effective Date a Series D PIK Note in an initial
principal amount equal to the Make-Whole Amount due with respect to the
prepayment of the Series D Notes of such holder being made on the Amendment No.
1 Effective Date, each such Series D PIK Note to be dated the date of issue
thereof, to mature on the PIK Note Maturity Date, to bear interest on the unpaid
balance thereof from the date thereof until the principal thereof shall have
become due and payable at the rate of 8.99% per annum (provided that, during any
period when an Event of Default shall be in existence, at the election of the
Required Holder(s), the outstanding principal balance of the Series D PIK Notes
shall bear interest from and after the date of such Event of Default and until
such Event of Default ceases to be in existence at the rate per annum from time
to time equal to the applicable Default Rate for the Series D PIK Notes) and on
overdue payments at the rate per annum from time to time equal to the applicable
Default Rate for the Series D PIK Notes, and to be substantially in the form of
Exhibit A-6 attached hereto.  Interest accrued on the
unpaid

       

       

      
        
          
          

        

        
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      balance
of any Series D PIK Note due before the date such principal is due (whether on
the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or
otherwise) shall be paid by adding such interest to the principal balance of
such Series D PIK Note.  Any Make-Whole Amount due and payable with
respect to any prepayment of any Series D Note made after the Amendment No. 1
Effective Date pursuant to Section 8.8 shall be paid by adding the amount
thereof to the outstanding amount of the Related PIK Note and the outstanding
amount of such Related PIK Amount shall be deemed automatically increased by the
amount of such Make-Whole Amount on the date such Make-Whole Amount is otherwise
due.  The terms “Series D PIK Note” and “Series D PIK Notes” as used
herein shall include each Series D PIK Note delivered pursuant to any provision
of this Agreement and each Series D PIK Note delivered in substitution or
exchange for any other Series D PIK Note pursuant to any such
provision.

       

      Section 1.7  Authorization of Issue of Series E
PIK Notes.  The Company has authorized the issue of its senior
promissory notes in an aggregate initial principal amount sufficient to evidence
the aggregate amount of Make-Whole Amount that may be required to be paid with
respect to the Series E Notes upon the prepayments of the Series E Notes
required pursuant to Section 8.8 (the “Series E PIK
Notes”).  The Company will issue to each holder of Series E
Notes on the Amendment No. 1 Effective Date a Series E PIK Note in an initial
principal amount equal to the Make-Whole Amount due with respect to the
prepayment of the Series E Notes of such holder being made on the Amendment No.
1 Effective Date, each such Series E PIK Note to be dated the date of issue
thereof, to mature on the PIK Note Maturity Date, to bear interest on the unpaid
balance thereof from the date thereof until the principal thereof shall have
become due and payable at the rate of 9.17% per annum (provided that, during any
period when an Event of Default shall be in existence, at the election of the
Required Holder(s), the outstanding principal balance of the Series E PIK Notes
shall bear interest from and after the date of such Event of Default and until
such Event of Default ceases to be in existence at the rate per annum from time
to time equal to the applicable Default Rate for the Series E PIK Notes) and on
overdue payments at the rate per annum from time to time equal to the applicable
Default Rate for the Series E PIK Notes, and to be substantially in the form of
Exhibit A-7 attached hereto.  Interest accrued on the unpaid balance
of any Series E PIK Note due before the date such principal is due (whether on
the PIK Note Maturity Date, by acceleration, optional or mandatory prepayment or
otherwise) shall be paid by adding such interest to the principal balance of
such Series E PIK Note.  Any Make-Whole Amount due and payable with
respect to any prepayment of any Series E Note made after the Amendment No. 1
Effective Date pursuant to Section 8.8 shall be paid by adding the amount
thereof to the outstanding amount of the Related PIK Note and the outstanding
amount of such Related PIK Amount shall be deemed automatically increased by the
amount of such Make-Whole Amount on the date such Make-Whole Amount is otherwise
due.  The terms “Series E PIK Note” and “Series E PIK Notes” as used
herein shall include each Series E PIK Note delivered pursuant to any provision
of this Agreement and each Series E PIK Note delivered in substitution or
exchange for any other Series E PIK Note pursuant to any such
provision.

       

      Section
1.2. The third
sentence of Section 1.4 of the Note Agreement is hereby amended and restated in
its entirety as follows:

       

       

      
        
          
          

        

        
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      The terms
“Note” and “Notes” as used herein shall
include each Series C Note, each Series D Note, each Series E Note, each Shelf
Note and each PIK Note.

       

      Section
1.3. Section 1
of the Note Agreement is hereby amended by adding the following at the end of
such section:

       

      “Notwithstanding
anything to the contrary contained in this Agreement, any of the Notes or in any
of the other Note Documents, from and after the Amendment No. 1 Effective Date,
interest on the Series C Notes shall accrue at 8.81% per annum, interest on the
Series D Notes shall accrue at 8.99% per annum and interest on the Series E
Notes shall accrue at 9.17% per annum, in each case until the principal of the
Series C Notes, Series D Notes or the Series E Notes, as applicable, shall have
become due and payable (provided that, during any period when an Event of
Default shall be in existence, at the election of the Required Holder(s), the
outstanding principal balance of the Series C Notes, the outstanding principal
balance of the Series D Notes and the outstanding principal balance of the
Series E Notes shall bear interest, respectively, from and after the date of
such Event of Default and until such Event of Default ceases to be in existence
at the rate per annum from time to time equal to the applicable Default Rate for
the Series C Notes, Series D Notes or the Series E Notes, as applicable) and
interest shall accrue on overdue payments under the Series C Notes at the rate
per annum from time to time equal to the applicable Default Rate for the Series
C Notes, interest shall accrue on overdue payments under the Series D Notes at
the rate per annum from time to time equal to the applicable Default Rate for
the Series D Notes and interest shall accrue on overdue payments under the
Series E Notes at the rate per annum from time to time equal to the applicable
Default Rate for the Series E Notes.  Each of the Note Documents,
including without limitation, the Notes (and Exhibits 1(a) and 1(b) to the Note
Agreement) is hereby amended to the extent necessary to further evidence the
foregoing, and upon any holder’s request, the Company shall issue a new Note or
Notes to such holder reflecting the same in exchange for the Note or Notes then
held by such holder.”

       

      Section
1.4. Section 2
of the Note Agreement shall be and is hereby amended by adding the following as
a new Section 2.4 thereto:

       

      “Section
2.4.  Security.  Pursuant to and in accordance with
the terms of the Collateral Documents and subject to the terms of the
Intercreditor Agreement, the Notes and the other Note Obligations shall be
secured by and entitled to the benefits of a perfected first priority Lien in
all of each Grantor’s right title and interest in and to the Collateral to
secure the prompt and complete payment and performance of the Note
Obligations.”

       

      Section
1.5. The
reference to “Section 10.4” set forth in Section 5.15(b) of the Note Agreement
is deleted and replaced with a reference to “Section 10.3”.

       

      Section
1.6. Section 5
of the Note Agreement shall be and is hereby amended by adding the following as
a new Section 5.21 thereto:

       

       

      
        
          
          

        

        
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      “Section 5.21.  Security
Interest in Collateral.  The provisions of this Agreement and
the Collateral Documents create legal and valid Liens on all the Collateral in
favor of the Collateral Agent, for the benefit of the holders of Note
Obligations and the other holders of the Secured Obligations, and such Liens
constitute perfected and continuing Liens on the Collateral, securing the Note
Obligations and the other Secured Obligations, enforceable against the
applicable Domestic Note Party and all third parties, and having priority over
all other Liens on the Collateral except in the case of (a) Permitted Existing
Liens, to the extent any such Permitted Existing Liens would have priority over
the Liens in favor of the Collateral Agent pursuant to any applicable law and
(b) Liens perfected only by possession (including possession of any certificate
of title) to the extent the Collateral Agent has not obtained or does not
maintain possession of such Collateral.”

       

      Section
1.7. The
reference to “Section 10.1 through Section 10.4 hereof” set forth in Section
7.2(a) of the Note Agreement is deleted and replaced with a reference to
“Sections 10.1, 10.2, 10.3 and 10.19 hereof”.

       

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

       

      “Section 7.3.  Inspection of
Property; Books and Records; Discussions.  The Company shall
permit and cause each of the Company’s Subsidiaries to permit, any authorized
representative(s) designated by any holder of the Notes to visit and inspect any
of the properties of the Company or any of its Subsidiaries, to examine, audit,
check and make copies of their respective financial and accounting records,
books, journals, orders, receipts and any correspondence and other data relating
to their respective businesses or the transactions contemplated hereby
(including, without limitation, in connection with environmental compliance,
hazard or liability), and to discuss their affairs, finances and accounts with
their officers, all upon reasonable notice and at such reasonable times during
normal business hours, as often as may be reasonably requested.  The
Company shall keep and maintain, and cause each of the Company’s Subsidiaries to
keep and maintain, in all material respects, proper books of record and account
in which entries in conformity with Agreement Accounting Principles shall be
made of all dealings and transactions in relation to their respective businesses
and activities.  If an Event of Default has occurred and is
continuing, the Company, upon the request of any holder of the Notes, shall
provide copies of such records to a representative of the holders of the
Notes.  The Company acknowledges that the Collateral Agent (or any
other Person having inspection rights), after exercising its rights of
inspection, may prepare and distribute to the Bank Lenders and the holders of
the Notes certain Reports pertaining to the Company and its Subsidiaries’ assets
for internal use by the Bank Lenders and the holders of the Notes.  At
any time after the occurrence and during the continuation of an Event of
Default, that the Collateral Agent, any Bank Lender or any holder of the Notes
requests, the Company and the Subsidiaries will provide, at the sole expense of
the Company, each holder of any Notes with appraisals or updates thereof of
their inventory and other assets from an appraiser selected and engaged by the
Collateral Agent, and prepared on a basis satisfactory to the Required Holders,
such appraisals and updates to include, without limitation, information required
by applicable law and regulations.”

       

       

      
        
          
          

        

        
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      Section
1.9. The
definition of “Remaining Scheduled Payments” in Section 8.6 of the Note
Agreement is hereby amended and restated in its entirety as
follows:

       

      ““Remaining Scheduled Payments”
means, with respect to the Called Principal of a Note of the applicable Series,
all payments of such Called Principal and interest thereon that would be due
after the Settlement Date with respect to such Called Principal if no payment of
such Called Principal were made prior to its scheduled due date, provided that
if such Settlement Date is not a date on which interest payments are due to be
made under the terms of the Note, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of interest accrued to
such Settlement Date and required to be paid on such Settlement Date pursuant to
Section 8.2, 8.8 or 12.1, provided that solely
for purposes of calculating any Make-Whole Amount payable upon a prepayment
required under Section 8.8, the Remaining Scheduled Payments shall be calculated
as if the interest rate on the Series C Notes were 4.81% per annum, as if the
interest rate on the on the Series D Notes were 4.99% per annum and as if the
interest rate on the Series E Notes were 5.17% per annum.”

       

      Section
1.10. Section
8.6 of the Note Agreement is hereby further amended by inserting “or Section
8.8” after each reference to “Section 8.2” appearing in the respective
definitions of “Called Principal” and “Settlement Date” in such Section
8.6.

       

      Section
1.11. The
references to “Section 10.4(2)” set forth in Sections 8.7(a) and 8.7(c) of the
Note Agreement are deleted and replaced with a reference to “Section
10.2”.

       

      Section
1.12. Section 8
of the Note Agreement shall be and is hereby amended by adding the following as
a new Section 8.8 thereto:

       

      “Section 8.8.  Pro Rata
Prepayments.  At all times on or prior to the earlier of the
Normalization Date and the Pro Rata Termination Time, if the aggregate
outstanding principal amount of the Debt of the Company under the Bank Credit
Agreement is reduced at any time below the Threshold Amount in effect at such
time, then, on the date of each such reduction, the Company shall prepay the
principal amount of the Notes (other than the PIK Notes) in a pro rata amount
calculated on the basis of the Current Pro Rata Shares, together with interest
accrued thereon to the date of such prepayment, plus the Make-Whole Amount
determined for the prepayment date with respect to such principal amount of each
Note then outstanding that is so prepaid.  At all times on or prior to
the earlier of the Normalization Date and the Pro Rata Termination Time, if the
outstanding principal amount of any of the 2003 Notes (other than the 2003 PIK
Notes) is paid or prepaid in whole or in part at any time (but expressly
excluding any prepayment of the 2003 Notes pursuant to Section 8.8 of the 2003
Note Agreement as in effect on the Amendment No. 1 Effective Date), then, on the
date of each such payment or prepayment, the Company shall prepay the principal
amount of the Notes (other than the PIK Notes) in a pro rata amount calculated
on the basis of the Current Pro Rata Shares, together with interest accrued
thereon to the date of such prepayment, plus the Make-Whole Amount determined
for the prepayment date with respect to such principal amount of each Note then
outstanding that is so prepaid.  In the case of each partial
prepayment of the Notes pursuant to this Section 8.8, such partial prepayment
shall be applied pro

       

       

      
        
          
          

        

        
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      rata to
all outstanding Notes (other than the PIK Notes) of all Series according to the
respective unpaid principal amounts thereof.  Notwithstanding anything
to the contrary contained in this Agreement, (i) any Make-Whole Amount due and
payable with respect to any prepayment of any Note pursuant to this Section 8.8
shall not be paid in cash on the date such Make-Whole Amount is otherwise due
and payable and instead shall be paid by adding the amount thereof to the
outstanding amount of the Related PIK Note, and (ii) the occurrence of the
Normalization Date or the Pro Rata Termination Date shall not relieve the
Company of any of its obligations that arise under this section 8.8 through or
on the Normalization Date or the Pro Rata Termination Time.  For the
avoidance of doubt, the reduction of the Debt under the Bank Credit Agreement as
a result of the satisfaction by the Company of the condition precedent to the
effectiveness of Amendment No. 2 to the Bank Credit Agreement set forth in
Section 3(a)(i) thereof is intended to be covered by this Section
8.8.

       

      For the
purposes of this Section 8.8, the following terms have the respective meanings
set forth below:

       

      “Current Pro Rata
Shares” is defined in the Intercreditor Agreement.

       

      “Normalization Date” is
defined in the Intercreditor Agreement.

       

      “Pro Rata Termination Time”
means the time upon which (a) the sum of, but without duplication, (i) the
aggregate amount of all Reductions as to which there is a required pro rata
prepayment of the Notes pursuant to Section 8.8 or resulting from required
repayments of the Debt under the Bank Credit Agreement under Section 2.5(B)(iii)
thereof as a result of prepayments of the Notes or the 2003 Notes, (ii) the
aggregate amount all payments or prepayments of the 2003 Notes (other than the
2003 PIK Notes) as to which there is a required pro rata prepayment of the Notes
pursuant to Section 8.8 or made pursuant to Section 8.8 of the 2003 Note
Agreement, and (iii) the aggregate amount of all prepayments of the Notes (other
than the PIK Notes), in each case made at any time on or after the Amendment No.
1 Effective Date (including for the avoidance of doubt, prepayments made to
satisfy the condition precedent to the effectiveness of Amendment No. 2 to the
Bank Credit Agreement set forth in Section 3(a)(i) thereof and the Reduction
resulting therefrom), equals (b) $20,000,000.

       

      “Reduction” means, with
respect to any reduction of Debt of the Company under the Bank Credit Agreement
made at any time on or after the Amendment No. 1 Effective Date, an amount equal
to, if positive, (a) the Threshold Amount in effect immediately prior to such
reduction minus (b) the aggregate Debt outstanding under the Bank Credit
Agreement after giving effect to such reduction.

       

      “Threshold Amount” means, at
the time of any determination thereof, $75,283,750, less the aggregate amount of
all Reductions (without duplication) prior to such time.”

       

      Section
1.13. Section
9.3 of the Note Agreement shall be and is hereby amended in its entirety to read
as follows:

       

       

      
        
          
          

        

        
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      “Section 9.3.  Maintenance
of Property.  The Company shall (i) cause all property used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times
and (ii) with respect to such property, maintain, or cause to be maintained,
with financially sound and reputable insurance companies, insurance in such
amounts and against such risks as are customarily maintained by companies
engaged in the same or similar businesses operating in the same or similar
locations; provided, however, that nothing
in this Section
9.3 shall prevent the Company from discontinuing the operation or
maintenance of any of such property if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any
Subsidiary and the Company has concluded that such discontinuance could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  The Company will furnish to the Collateral Agent,
upon request of the Collateral Agent or any holder of the Notes, information in
reasonable detail as to the insurance so maintained.  The Company
shall deliver to the Collateral Agent endorsements (x) to all “All Risk”
physical damage insurance policies on all of the Domestic Note Parties’ tangible
personal property and assets and business interruption insurance policies naming
the Collateral Agent as lender loss payee, and (y) to all general liability and
other liability policies naming the Collateral Agent an additional
insured.  In the event any Domestic Note Party at any time or times
hereafter shall fail to obtain or maintain any of the policies or insurance
required herein or to pay any premium in whole or in part relating thereto, then
the Collateral Agent, without waiving or releasing any obligations or resulting
Event of Default hereunder, may at any time or times thereafter (but shall be
under no obligation to do so) obtain and maintain such policies of insurance and
pay such premiums and take any other action with respect thereto which the
Collateral Agent deems advisable.  All sums so disbursed by the
Collateral Agent shall constitute part of the Secured Obligations, payable as
provided in the Bank Credit Agreement.  The Company will furnish to
the Collateral Agent and each holder of the Notes prompt written notice of any
casualty or other insured damage to any material portion of the Collateral or
the commencement of any action or proceeding for the taking of any material
portion of the Collateral or interest therein under power of eminent domain or
by condemnation or similar proceeding.”

       

      Section
1.14. The
reference to “Section 10.4” set forth in Section 9.4 of the Note Agreement is
deleted and replaced with a reference to “Section 10.3”.

       

      Section
1.15. The
reference to “Sections 10.4 and 10.5” set forth in Section 9.5 of the Note
Agreement is deleted and replaced with a reference to “Sections 10.2 and
10.9”.

       

      Section
1.16. Section
9.8 of the Note Agreement shall be and is hereby amended in its entirety to read
as follows:

       

      “Section 9.8.  Notes to Rank
Pari Passu.  The Notes and all other obligations under this
Agreement of the Company are and at all times shall remain direct and
secured

       

       

      
        
          
          

        

        
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      obligations
of the Company ranking pari passu as against the assets of the Company with all
other Notes from time to time issued and outstanding hereunder without any
preference among themselves and pari passu with all other present and future
secured Debt (actual or contingent) of the Company which is not expressed to be
subordinate or junior in rank to any other secured Debt of the
Company.  Notwithstanding anything to the contrary contained herein or
in any other Note Documents, all references to the Notes herein or in any other
Note Document stating that the Notes are “unsecured” are hereby amended to state
that the Notes are “secured”.”

       

      Section
1.17. Section 9
of the Note Agreement shall be and is hereby amended by adding the following as
a new Sections 9.9 and 9.10 thereto:

       

      “Section 9.9.  Foreign Pledge
Agreements.  If any Foreign Incorporated Subsidiary is (a) a
First Tier Foreign Subsidiary, (b) an Affected Foreign Subsidiary, (c) a
Material Foreign Subsidiary and (d) organized under the laws of any European
nation or any state or other principality or subdivision thereof, the Company
shall or shall cause the applicable parent Domestic Incorporated Subsidiary as
promptly as possible (but in any event within (i) in the case of such Foreign
Incorporated Subsidiaries which are in existence on the date hereof, as promptly
as possible (but in any event within sixty (60) days after the date hereof (or
by such later date as the Required Holders may agree to in their discretion))
and (ii) in the case of such Foreign Incorporated Subsidiaries which are created
or acquired after the date hereof, as promptly as possible (but in any event
within sixty (60) days following the creation or acquisition thereof (or by such
later date as the Required Holders may agree to in their discretion)) to (A)
execute (1) a Foreign Pledge Agreement and (2) such other Collateral Documents
deemed necessary or desirable in the Collateral Agent’s sole discretion with
respect to 65% of the Capital Stock of such Foreign Incorporated Subsidiary, and
(B) deliver and cause each such parent Domestic Incorporated Subsidiary to
deliver such corporate resolutions, opinions of counsel, stock certificates,
stock powers and such other documentation as the Collateral Agent or its counsel
may reasonably request, all in form and substance reasonably satisfactory to the
Collateral Agent and its counsel to effectuate such
pledge.  Notwithstanding the foregoing, no Foreign Pledge Agreement in
respect of a Foreign Incorporated Subsidiary shall be required hereunder to the
extent such Foreign Pledge Agreement is prohibited by applicable law or the
Collateral Agent or its counsel reasonably determines that the pledge of such
Foreign Incorporated Subsidiary’s Capital Stock would not provide material
credit support for the benefit of the holders of the Secured
Obligations.

       

      Section
9.10.  Security Agreement; Additional Collateral; Further
Assurances.

       

      (a) The
Company will cause, and will cause each other Domestic Incorporated Subsidiary
to cause, all of its owned personal property (whether tangible, intangible, or
mixed) to be subject at all times to first priority, perfected Liens in favor of
the Collateral Agent for the benefit of the holders of the Secured Obligations
to secure the Secured Obligations in accordance with the terms and conditions of
the Collateral Documents, subject in any case to Liens permitted by Section
10.3.  Without limiting the generality of the foregoing, the Company
(i) will cause the issued and outstanding Capital

       

       

      
        
          
          

        

        
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      Stock of
each Domestic Incorporated Subsidiary directly owned by the Company or any other
Domestic Incorporated Subsidiary to be subject at all times to a first priority,
perfected Lien in favor of the Collateral Agent to secure the Secured
Obligations in accordance with the terms and conditions of the Collateral
Documents.

       

      (b) Without
limiting the foregoing, the Company will, and will cause each Domestic
Incorporated Subsidiary to, execute and deliver, or cause to be executed and
delivered, to the Collateral Agent such documents, agreements and instruments,
and will take or cause to be taken such further actions, which may be required
by law or which the Collateral Agent may, from time to time, reasonably request
to carry out the terms and conditions of this Agreement and the other Note
Documents and to ensure perfection and priority of the Liens created or intended
to be created by the Collateral Documents, all at the expense of the
Company.

       

      (c) If any
personal property is acquired by a Domestic Note Party after the Amendment No. 1
Effective Date (other than assets constituting Collateral under a Collateral
Document that automatically become subject to the Lien under such Collateral
Document upon acquisition thereof), the Company will notify the Collateral Agent
thereof, and, if requested by the Collateral Agent, the Company will cause such
personal property to be subjected to a Lien securing the Secured Obligations and
will take, and cause the other Domestic Note Parties to take, such actions as
shall be necessary or reasonably requested by the Collateral Agent to grant and
perfect such Liens, including actions described in paragraph (c) of this
Section, all at the expense of the Company.”

       

      Section
1.18. Section
10 of the Note Agreement shall be and is hereby amended in its entirety to read
as follows:

       

      “SECTION
10.     NEGATIVE COVENANTS.

       

      The
Company covenants that during the Issuance Period and thereafter so long as any
of the Notes are outstanding:

       

      Section 10.1.  Debt.  Neither the
Company nor any of its Subsidiaries shall directly or indirectly create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to any Debt, except:

       

      (a) the
Secured Obligations;

       

      (b) Permitted
Existing Debt and Permitted Refinancing Debt;

       

      (c) Debt in
respect of obligations secured by Customary Permitted Liens;

       

      (d) Debt
constituting Contingent Obligations permitted by Section 10.5;

       

      (e) Debt
arising from intercompany loans and advances (a) from any Subsidiary to the
Company or any wholly-owned Subsidiary or (b) from the Company to any
wholly-owned Domestic Incorporated Subsidiary or (c) from the Company to any
wholly-owned Foreign Incorporated Subsidiary; provided, that if the Company is
the

       

       

      
        
          
          

        

        
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      obligor
on such Debt, such Debt shall be expressly subordinate to the payment in full in
cash of the Secured Obligations; provided, further, that the
aggregate of all Foreign Subsidiary Investments does not exceed the Permitted
Foreign Subsidiary Investment Amount at any time;

       

      (f) Debt in
respect of Hedging Obligations permitted under Section 10.15;

       

      (g) secured
or unsecured purchase money Debt (including Capital Leases) incurred by the
Company or any of its Subsidiaries after the date hereof to finance the
acquisition of fixed assets or in conjunction with a Permitted Acquisition, if
(1) at the time of such incurrence, no Event of Default or Default has occurred
and is continuing or would result from such incurrence, (2) such Debt has a
scheduled maturity and is not due on demand, (3) such Debt does not exceed the
lower of the fair market value or the cost of the applicable fixed assets on the
date acquired, (4) such Debt does not exceed $30,000,000 in the aggregate
outstanding at any time, and (5) any Lien securing such Debt is permitted under
Section 10.3 (such Debt being referred to herein as “Permitted Purchase Money
Debt”);

       

      (h) Debt with
respect to surety, appeal and performance bonds obtained by the Company or any
of its Subsidiaries in the ordinary course of business;

       

      (i) Debt
incurred by the Company to the seller in any Permitted Acquisition as part of
the consideration therefor, provided that such
Debt is unsecured and, if in excess of $15,000,000 in the aggregate, is
subordinated to the Secured Obligations, on terms reasonably acceptable to the
Required Holders;

       

      (j) Debt
incurred by the Company pursuant to this Agreement and the Notes;
and

       

      (k) additional
unsecured Debt in an aggregate amount at any time outstanding not exceeding
$25,000,000.

       

      Section 10.2.  Sales of
Assets.  Neither the Company nor any of its Subsidiaries shall
consummate any Asset Sale, except:

       

      (a) licenses
or sublicenses by the Company or its Subsidiaries of software, customer lists,
trademarks, service marks, patents, trade names and copyrights and other
intellectual property in the ordinary course of business; provided, that such
licenses or sublicenses shall not interfere with the business of the Company or
any such Subsidiary;

       

      (b) transfers
of assets between the Company and any wholly-owned Subsidiary of the Company or
between wholly-owned Subsidiaries of the Company not otherwise prohibited by
this Agreement; provided, that the
aggregate of all Foreign Subsidiary Investments does not exceed the Permitted
Foreign Subsidiary Investment Amount at any time; and

       

      (c) sales,
assignments, transfers leases, conveyances or other dispositions of other assets
if such transaction (a) is for not less than fair market value (as determined
in

       

       

      
        
          
          

        

        
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      good
faith by the Company’s board of directors), and (b) when combined with all such
other transactions (each such transaction being valued at book value) (i) during
the immediately preceding twelve-month period, represents the disposition of not
greater than fifteen percent (15%) of the Company’s Consolidated Tangible Assets
at the end of the fiscal year immediately preceding that in which such
transaction is proposed to be entered into, and (ii) during the period from the
date hereof to the date of such proposed transaction, represents the disposition
of not greater than twenty-five percent (25%) of the Company’s Consolidated
Tangible Assets at the end of the fiscal year immediately preceding that in
which such transaction is proposed to be entered into; and

       

      (d) sales in
connection with the reorganization, restructuring and rationalization of the
Company and its Subsidiaries; provided that the
non-recurring expenses arising from such reorganization, restructuring and
rationalization which are charged to operating expenses are charged during the
first three (3) fiscal years following any Permitted Acquisition and do not
exceed $5,000,000, on a pre-tax basis, with respect to any Permitted
Acquisition, or $10,000,000, on a pre-tax basis, in the aggregate.

       

      An amount
equal to the Net Proceeds received from any Asset Sale shall be used to prepay
or retire Senior Debt of the Company and/or its Restricted Subsidiaries,
provided that the Company shall comply with the provisions of Section 8.7
hereof.

       

      Section 10.3.  Liens.  Neither the
Company nor any of its Subsidiaries shall directly or indirectly create, incur,
assume or permit to exist any Lien on or with respect to any of their respective
property or assets except:

       

      (a) Liens
securing the Secured Obligations to the extent permitted by the Intercreditor
Agreement;

       

      (b) Permitted
Existing Liens;

       

      (c) Customary
Permitted Liens;

       

      (d) purchase
money Liens (including the interest of a lessor under a Capital Lease and Liens
to which any property is subject at the time of the Company’s acquisition
thereof) securing Permitted Purchase Money Debt; provided that such
Liens shall not apply to any property of the Company or its Subsidiaries other
than that purchased or subject to such Capital Lease;

       

      (e) Liens
with respect to property acquired by the Company or any of its Subsidiaries
after the date hereof (and not created in contemplation of such acquisition)
pursuant to a Permitted Acquisition; provided, that such
Liens shall extend only to the property so acquired; and

       

      (f) other
Liens securing Debt not to exceed $5,000,000 in the aggregate.

       

      In
addition, neither the Company nor any of its Subsidiaries shall become a party
to any agreement, note, indenture or other instrument, or take any other action,
which would prohibit the creation of a Lien on any of its properties or other
assets in favor of the

       

       

      
        
          
          

        

        
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      Collateral
Agent for the benefit of itself and the holders of Secured Obligations, as
collateral for the Secured Obligations; provided that any
agreement, note, indenture or other instrument in connection with Permitted
Purchase Money Debt (including Capital Leases) may prohibit the creation of a
Lien in favor of the Collateral Agent for the benefit of itself and the Holders
of Secured Obligations on the items of property obtained with the proceeds of
such Permitted Purchase Money Debt.

       

      Notwithstanding
the foregoing, other than Liens created under the Collateral Documents and
Customary Permitted Liens, the Company will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on the real
property of the Company and any Subsidiary.

       

      Section 10.4.  Investments.  Except
to the extent permitted pursuant to Section 10.7 below, neither the Company nor
any of its Subsidiaries shall directly or indirectly make or own any Investment
except:

       

      (a) Investments
in cash and Cash Equivalents;

       

      (b) Permitted
Existing Investments in an amount not greater than the amount thereof on the
date hereof;

       

      (c) Investments
in trade receivables or received in connection with the bankruptcy or
reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business;

       

      (d) Investments
consisting of deposit accounts maintained by the Company;

       

      (e) Investments
consisting of non-cash consideration from a sale, assignment, transfer, lease,
conveyance or other disposition of property permitted by Section
10.2;

       

      (f) Investments
consisting of (a) intercompany loans from any Subsidiary of the Company to the
Company or any other Subsidiary permitted by Section 10.1(e) and (b)
intercompany loans from the Company to its Subsidiaries; provided, that the
aggregate of all Foreign Subsidiary Investments shall not exceed the Permitted
Foreign Subsidiary Investment Amount;

       

      (g) Investments
constituting Permitted Acquisitions;

       

      (h) Investments
constituting Debt permitted by Section 10.1 or Contingent Obligations permitted
by Section 10.5 or Restricted Payments permitted by Section 10.6 or Capital
Expenditures permitted by Section 10.19(d);

       

      (i) Investments
consisting of loans or advances made by any party to this Agreement and the
Subsidiary Guaranties to employees and officers of the Company or any of the
Company’s wholly-owned Domestic Incorporated Subsidiaries for travel,
entertainment and relocation expenses in the ordinary course of business in an
aggregate principal amount outstanding at any one time not to exceed
$2,000,000;

       

       

      
        
          
          

        

        
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      (j) Investments
consisting of any right of the Company or its wholly-owned Domestic Incorporated
Subsidiaries to payment for goods sold or for services rendered, whether or not
it has been earned by performance; and

       

      (k) Investments
in addition to those referred to elsewhere in this Section 10.4 in an amount not
to exceed $15,000,000 in the aggregate at any time outstanding;

       

      provided, however, that the
Investments described in clause (vii) above
shall not be permitted to be made at a time when either an Event of Default or a
Default which is not in the process of being cured shall have occurred and be
continuing or would result therefrom.

       

      Section 10.5.  Contingent
Obligations.  Neither the Company nor any of its Subsidiaries
shall directly or indirectly create or become or be liable with respect to any
Contingent Obligation, except: (a) recourse obligations resulting from
endorsement of negotiable instruments for collection in the ordinary course of
business; (b) Permitted Existing Contingent Obligations; (c) obligations,
warranties, guaranties and indemnities, not relating to Debt of any Person,
which have been or are undertaken or made in the ordinary course of business and
not for the benefit of or in favor of an Affiliate of the Company or such
Subsidiary; (d) Contingent Obligations with respect to surety, appeal and
performance bonds obtained by the Company or any Subsidiary in the ordinary
course of business; (e) Contingent Obligations of the Subsidiaries of the
Company under the Subsidiary Guaranty to which they are a party; (f) obligations
arising under or related to this Agreement or the Notes, (g) Contingent
Obligations in respect to earn-outs or other similar forms of contingent
purchase price payable in respect of Permitted Acquisitions; (h) Contingent
Obligations in respect of representations and warranties customarily given in
respect of Asset Sales otherwise permitted hereunder and (i) Contingent
Obligations consisting of guaranties by Subsidiary Guarantors of Debt of the
Company, which Debt when incurred by the Company did not result in a violation
of Section 10.1.

       

      Section 10.6.  Restricted
Payments.  The Company shall not declare or make any Restricted
Payment, except Restricted Payments constituting dividends in an amount not to
exceed $300,000 in the aggregate during any fiscal quarter of the Company and
except Restricted Payments by a Subsidiary to the Company or another Subsidiary;
provided, however, that in no
event shall any Restricted Payments (other than Restricted Payments to the
Company) be declared or made if either a Default or an Event of Default shall
have occurred and be continuing at the date of declaration or payment thereof or
would result therefrom.

       

      Section 10.7.  Conduct of Business; Subsidiaries;
Acquisitions.  Neither the Company nor any of its Subsidiaries
shall engage in any business other than the businesses engaged in by the Company
on the date hereof and any business or activities which are substantially
similar, related or incidental thereto or logical extensions
thereof.  The Company shall not create, acquire or capitalize any
Subsidiary after the date hereof unless (i) no Event of Default or Default which
is not being cured shall have occurred and be continuing or would result
therefor; (ii) after such creation, acquisition or

       

       

      
        
          
          

        

        
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      capitalization,
all of the representations and warranties contained herein shall be true and
correct in all material respects (unless such representation and warranty is
made as of a specific date, in which case, such representation or warranty shall
be true in all material respects as of such date); and (iii) after such
creation, acquisition or capitalization the Company shall be in compliance with
the terms of Sections 9.6 and 9.9 hereof.  The Company shall not make
any Acquisitions, other than Acquisitions meeting the following requirements or
otherwise approved by the Required Holders (each such Acquisition constituting a
“Permitted
Acquisition”):

       

      (a) no
Default or Event of Default shall have occurred and be continuing or would
result from such Acquisition or the incurrence of any Debt in connection
therewith;

       

      (b) after
giving effect to such transaction, the aggregate of all Foreign Subsidiary
Investments would not exceed the Permitted Foreign Subsidiary Investment
Amount;

       

      (c) in the
case of an Acquisition of Capital Stock of an entity, the Acquisition shall be
of at least fifty-one percent (51%) of the Capital Stock of such entity, and
such acquired entity shall be (i) merged with and into the Company immediately
following such Acquisition, with the Company being the surviving corporation
following such merger or (ii) the results of operations of such entity shall be
reported on a consolidated basis with the Company and its consolidated
Subsidiaries;

       

      (d) the
purchase is consummated pursuant to a negotiated acquisition agreement on a
non-hostile basis;

       

      (e) the
Company shall deliver to the holders of the Notes a certificate from one of the
Authorized Officers, demonstrating to the satisfaction of the Required Holders
that after giving effect to such Acquisition and the incurrence of any Debt
permitted by Section 10.1 in connection therewith, on a pro forma basis using
historical audited or reviewed unaudited financial statements obtained from the
seller(s) in respect of each such Acquisition as if the Acquisition and such
incurrence of Debt had occurred on the first day of the twelve-month period
ending on the last day of the Company’s most recently completed fiscal quarter,
the Company would have been in compliance with the financial covenants in
Section 10.19 and that an Event of Default has not otherwise
occurred;

       

      (f) the
purchase price for the Acquisition shall not exceed, without the prior written
consent of the Required Holders, for any rolling period of twelve consecutive
months, $75,000,000 (including the incurrence or assumption of any Debt in
connection therewith);

       

      (g) the
businesses being acquired shall be substantially similar, related or incidental
to, or a logical extension of, the businesses or activities engaged in by the
Company on the date hereof; and

       

      (h) such
Acquisition is approved in writing by the Required Holders.

       

       

      
        
          
          

        

        
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      Section 10.8.  Transactions with Shareholders and
Affiliates.  Neither the Company nor any of its Subsidiaries
shall directly or indirectly (a) enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any holder or holders of any of
the Capital Stock of the Company, or with any Affiliate of the Company which is
not its Subsidiary, on terms that are less favorable to the Company or any of
its Subsidiaries, as applicable, than those that might be obtained in an arm’s
length transaction at the time from Persons who are not such a holder or
Affiliate, except for Restricted Payments permitted by Section 10.6 and
Investments permitted by Section 10.4 or (b) enter into or permit to exist any
such non-arm’s length transaction between either the Company or any Domestic
Incorporated Subsidiary, on the one hand, and any Foreign Incorporated
Subsidiary, on the other hand, if as a result thereof the aggregate of all
Foreign Subsidiary Investments would at any time exceed the Permitted Foreign
Subsidiary Investment Amount.  The holders of the Notes acknowledge
and consent to the transactions between the Company and its Affiliates described
in the Company’s public filings as of the date hereof.

       

      Section 10.9.  Restriction on Fundamental
Changes.  Neither the Company nor any of its Subsidiaries shall
enter into any merger or consolidation, or liquidate, wind-up or dissolve (or
suffer any liquidation or dissolution); or convey, lease, sell, transfer or
otherwise dispose of, in one transaction or series of transactions, all or
substantially all of the Company’s consolidated business or property, whether
now or hereafter acquired, except (a) transactions permitted under Sections
10.2, 10.4 or 10.7, (b) a Subsidiary of the Company may be merged into or
consolidated with the Company (in which case the Company shall be the surviving
corporation) or any wholly-owned Subsidiary of the Company, and (c) any
liquidation of any Subsidiary of the Company into the Company or another
Subsidiary of the Company, as applicable.

       

      Section 10.10.  Sales and
Leasebacks.  Neither the Company nor any of its Subsidiaries
shall become liable, directly, by assumption or by Contingent Obligation, with
respect to any lease, whether an operating lease or a Capital Lease, of any
property (whether real or personal or mixed), (a) which it or one of its
Subsidiaries sold or transferred or is to sell or transfer to any other Person,
or (b) which it or one of its Subsidiaries intends to use for substantially the
same purposes as any other property which has been or is to be sold or
transferred by it or one of its Subsidiaries to any other Person in connection
with such lease, unless in either case the sale involved is not prohibited under
Section 10.2 and the lease involved is not prohibited under Section 10.1 and any
related Investment is not prohibited under Section 10.4.

       

      Section
10.11.  ERISA.  The Company shall not

       

      (a) engage,
or permit any of its Subsidiaries to engage, in any prohibited transaction
described in Sections 406 of ERISA or 4975 of the Code for which a statutory or
class exemption is not available or a private exemption has not been previously
obtained from the United States Department of Labor and any Person succeeding to
the functions thereof;

       

       

      
        
          
          

        

        
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      (b) permit to
exist any material accumulated funding deficiency (as defined in Sections 302 of
ERISA and 412 of the Code), with respect to any Benefit Plan, whether or not
waived;

       

      (c) fail, or
permit any ERISA Affiliate to fail, to pay timely required material
contributions or annual installments due with respect to any waived funding
deficiency to any Benefit Plan;

       

      (d) terminate,
or permit any ERISA Affiliate to terminate, any Benefit Plan which would result
in any material liability of the Company or any ERISA Affiliate under Title IV
of ERISA;

       

      (e) fail to
make any material contribution or payment to any Multiemployer Plan which the
Company or any ERISA Affiliate may be required to make under any agreement
relating to such Multiemployer Plan, of any law pertaining thereto;

       

      (f) fail, or
permit any ERISA Affiliate to fail, to pay any required material installment or
any other payment required under Section 412 of the Code on or before the due
date for such installment or other payment; or

       

      (g) amend, or
permit any ERISA Affiliate to amend, a Plan resulting in a material increase in
current liability for the plan year such that the Company or any ERISA Affiliate
is required to provide security to such Plan under Section 401(a)(29) of the
Code.

       

      For
purposes of this Section 10.11, “material” means any noncompliance or basis for
liability which could reasonably be likely to subject the Company or any of its
Subsidiaries to liability, individually or in the aggregate, in excess of
$5,000,000.

       

      Section 10.12.  Corporate
Documents.  Neither the Company nor any of its Subsidiaries
shall amend, modify or otherwise change any of the terms or provisions in any of
their respective constituent documents as in effect on the date hereof in any
manner materially adverse to the interests of the holders of the Notes, without
the prior written consent of the Required Holders, except in connection with a
Permitted Acquisition.

       

      Section 10.13.  Fiscal
Year.  Neither the Company nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
period consisting of the 12-month period ending on the last day of December of
each year, except as required by Agreement Accounting Principles or by law and
disclosed to the holders of the Notes.

       

      Section 10.14.  Subsidiary
Covenants.  The Company will not, and will not permit any
Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to pay
dividends or make any other distribution on its stock, or make any other
Restricted Payment, pay any Debt or other obligation owed to the Company or any
other Subsidiary, make loans

       

       

      
        
          
          

        

        
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      or
advances or other Investments in the Company or any other Subsidiary or sell,
transfer or otherwise convey any of its property to the Company or any other
Subsidiary.

       

      Section 10.15.  Hedging
Obligations.  The Company shall not and shall not permit any of
its Subsidiaries to enter into any interest rate, commodity or foreign currency
exchange, swap, collar, cap or similar agreements evidencing Hedging
Obligations, other than interest rate, foreign currency or commodity exchange,
swap, collar, cap or similar, agreements entered into by the Company pursuant to
which the Company has hedged its actual interest rate, foreign currency or
commodity exposure.

       

      Section 10.16.  Issuance of
Disqualified Stock.  From and after the date hereof, neither
the Company, nor any of its Subsidiaries shall issue any Disqualified
Stock.  All issued and outstanding Disqualified Stock shall be treated
as Debt for all purposes of this Agreement, and the amount of such deemed Debt
shall be the aggregate amount of the liquidation preference of such Disqualified
Stock.

       

      Section 10.17.  Amendment
to Bank Credit Agreement and 2003 Note Agreement; Most Favored
Lender.  The Company will not, nor will it permit any
Subsidiary to, enter into (i) any amendment, restatement, supplement, waiver or
modification to the Bank Credit Agreement (or the documents related to any
extension, refinancing, refunding or renewal thereof) or (ii) any document
related to any extension, refinancing, refunding or renewal thereof if, in any
case, the effect thereof is that the Bank Credit Agreement (or such other
documents relating to any extension, refinancing, refunding or renewal thereof)
would not constitute an Acceptable Bank Credit Agreement.  In
addition, if the Company, or any of its Subsidiaries, enters into (i) any
amendment, restatement, supplement, waiver or modification to the Bank Credit
Agreement (or the documents related to any extension, refinancing, refunding or
renewal thereof) or the 2003 Note Agreement that amends, restates, supplements
or modifies any of the covenants, events of default or related definitions used
in the Bank Credit Agreement (or the documents related to any extension,
refinancing, refunding or renewal thereof) or in the 2003 Note Agreement or (ii)
any document related to any extension, refinancing, refunding or renewal thereof
that includes covenants, events of default or related definitions, such that ,
in any case, any of such covenants, events of default or related definitions are
more restrictive than, or in addition to (the “More Restrictive Provisions”),
the covenants, events of default or related definitions contained in this
Agreement, then (a) the Company will give the holders of the Notes prior written
notice thereof, (b) this Agreement shall be deemed to be automatically amended
to add the More Restrictive Provisions hereto and otherwise afford the holders
of the Notes with the benefit thereof without any action by the Company or any
holder of any Note, provided that the Required Holders may elect in writing not
to have any one or more More Restrictive Provisions added to this Agreement, and
(c) the Company shall, upon the request of the holders of the Notes (i) enter
into an amendment to this Agreement, in form and substance satisfactory to the
holders of the Notes, to evidence the addition of such More Restrictive
Provisions (other than any More Restrictive Provisions that the Required Holders
elect in writing to exclude) to this Agreement for the benefit of holders of the
Notes, and (ii) agree to satisfy any conditions precedent to the effectiveness
of such amendment.

       

       

      
        
          
          

        

        
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      Section 10.18.  Prepayments
of 2003 PIK Notes.  The Company shall not make any prepayments
in respect of the 2003 PIK Notes unless the Company concurrently prepays a
proportionate amount of the PIK Notes.

       

      Section
10.19.  Financial Covenants.

       

      (a) Minimum Fixed Charge
Coverage Ratio.  The Company and its consolidated Subsidiaries
shall maintain a ratio (“Fixed
Charge Coverage Ratio”) of:

       

      (i) the sum
of (a) EBITDA during such period minus (b) Capital
Expenditures during such period, to

       

      (ii) the sum
of the amounts, without duplication, of (a) Interest Expense during such period
(net of interest income) plus (b) scheduled
principal payments of Debt (which shall be deemed not to include payments
pursuant to Section 8.8 of this Agreement, Section 8.8 of the 2003 Note
Agreement or Section  2.5(B) of the Bank Credit Agreement), plus (c) dividend
payments on Company’s common and preferred stock plus (or minus with
respect to tax benefits) (d) Company’s income tax provision calculated in
accordance with GAAP for such period plus (e) Capital
Lease Obligations during such period,

       

      (b) which
shall not be less than the applicable ratio set forth below for each
corresponding four (4) fiscal quarter period beginning with the four (4) fiscal
quarter period ending with the end of the applicable fiscal quarter of the
Company set forth below.  In each case, the Fixed Charge Coverage
Ratio shall be determined as of the last day of each fiscal quarter for the four
(4) fiscal quarter period ending on such day (the “Last Twelve-Month Period”),
provided, that
the Fixed Charge Coverage Ratio shall be calculated, with respect to Permitted
Acquisitions, on a pro forma basis using
historical audited and reviewed unaudited financial statements obtained from the
seller(s) in such Permitted Acquisition, broken down by fiscal quarter as if
such Permitted Acquisition (including the uses and applications of proceeds in
respect thereof and the Debt incurred in conjunction therewith) had occurred on
the first day of the Last Twelve-Month Period (the “Measurement Period”)
(excluding cost savings), provided such pro forma statements
shall be substantiated by supporting information reasonably acceptable to the
Required Holders.  Interest Expense shall be calculated for the
purpose of clause
(ii) by excluding the effect of amortization of deferred financing fees,
to the extent it is an Interest Expense.

       

      
        
          
            
              	
                      Four Fiscal Quarter Period
      Ending

                    	 	
                      Minimum Fixed Charge Coverage
      Ratio

                    
	
                       

                      March
      31, 2009

                       

                      June
      30, 2009

                       

                      September
      30, 2009

                       

                      December
      31, 2009 and each fiscal quarter thereafter

                    	 	
                       

                      1.35
      to 1.00

                       

                      1.35
      to 1.00

                       

                      1.35
      to 1.00

                       

                      1.25
      to 1.00

                    


            

          

        

      

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (c) Maximum Cash Flow Leverage
Ratio.  The Company and its consolidated Subsidiaries shall not
permit the ratio (the “Cash
Flow Leverage Ratio”) of (i) Total Funded Debt (excluding the PIK Notes
and the 2003 PIK Notes) to (ii) EBITDA to be greater than the applicable ratio
set forth below for each corresponding four (4) fiscal quarter period ending
with the end of the applicable fiscal quarter of the Company set forth
below.  The Cash Flow Leverage Ratio shall be calculated, in each
case, determined as of the last day of each fiscal quarter based upon (a) for
Debt, Debt as of the last day of each such fiscal quarter; and (b) for EBITDA,
the actual amount for Last Twelve-Month Period, provided, that the
Cash Flow Leverage Ratio shall be calculated, with respect to Permitted
Acquisitions, on a pro forma basis using
historical audited and reviewed unaudited financial statements obtained from the
seller(s) in such Permitted Acquisition, broken down by fiscal quarter in the
Company’s reasonable judgment as if such Permitted Acquisition (including the
uses and applications of proceeds in respect thereof and the Debt incurred in
conjunction therewith) had occurred on the first day of the Measurement Period
(excluding cost savings), provided such pro forma statements
shall be substantiated by supporting information reasonably acceptable to the
Required Holders.

       

      
        
          
            
              	
                      Last Twelve-Month Period
    Ending

                    	 	
                      Maximum Cash Flow Leverage
      Ratio

                    
	
                       

                      March
      31, 2009

                       

                      June
      30, 2009

                       

                      September
      30, 2009

                       

                      December
      31, 2009 and each fiscal quarter thereafter

                    	 	
                       

                      5.00
      to 1.00

                       

                      4.80
      to 1.00

                       

                      4.20
      to 1.00

                       

                      3.00
      to 1.00

                    


            

          

        

      

       

      (d) Minimum Consolidated Net
Worth. The Company shall not permit its Consolidated Net Worth at any
time to be less than the sum of (a) an amount equal to ninety percent (90%) of
Consolidated Net Worth as of March 31, 2009 (as reported in the Company’s
financial statements contained in its publicly filed Form 10-Q for the period
ending March 31, 2009) plus (b) fifty
percent (50%) of Net Income (if positive) calculated separately for each fiscal
quarter commencing with the fiscal quarter ending on June 30, 2009, plus (c) one hundred
percent (100%) of the net cash proceeds resulting from the issuance by the
Company of any Capital Stock other than shares of Capital Stock issued pursuant
to employee stock option or ownership plans commencing with the fiscal quarter
ending on June 30, 2009.

       

      (e) Maximum Capital
Expenditures.  The Company will not, nor will it permit any
Subsidiary to, expend, or be committed to expend, in excess of an aggregate of
$17,500,000, for Capital Expenditures of the Company and is Subsidiaries during
any fiscal year of the Company.”

       

      Section
1.19. The
reference to “Section 10.1 through Section 10.5, inclusive,” set forth in
Section 11(c) of the Note Agreement is deleted and replaced with a reference to
“Section 10.1 through Section 10.19, inclusive,”.

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      Section
1.20. Section
11 of the Note Agreement shall be and is hereby amended by (i) deleting the word
“or” at the end of clause (j), (ii) deleting the “.”
at the end of clause (k) and replacing it with “; or” and (iii) adding the
following new clause (l) after clause (k):

       

      “(l)           any
Collateral Document shall for any reason fail to create a valid and perfected
first priority security interest in any portion of the Collateral purported to
be covered thereby, except as permitted by the terms of any Note
Document.”

       

      Section
1.21. Section
12.2 of the Note Agreement shall be and is hereby amended in its entirety to
read as follows:

       

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

       

      Section
1.22. Section
15.1 of the Note Agreement shall be and is hereby amended by adding the
following new sentence at the end thereof:

       

      “Expenses
being reimbursed by the Company under this Section include, without limiting the
generality of the foregoing, costs and expenses incurred in connection with
(x) appraisals
(subject to the limitations contained in Section 7.3) and
insurance reviews and (y) field examinations
and the preparation of Reports based on the fees charged by a third party
retained by the Collateral Agent or the internally allocated fees for each
Person employed by the Collateral Agent with respect to each field examination;
provided that so long as no Event of Default has occurred and is continuing, the
Company shall not be required to reimburse the Collateral Agent for the costs of
more than one field exam and consequent preparation of Reports per fiscal
year.”

       

      Section
1.23. Section
22 of the Note Agreement shall be and is hereby amended by adding the following
as a new Sections 22.7, 22.8 and 22.9 thereto:

       

      “Section 22.7.  Appointment
for Perfection.  Each holder of the Notes hereby appoints each
other holder of the Notes as its agent for the purpose of perfecting Liens, for
the benefit of the Collateral Agent and the holders of Secured Obligations, in
assets which, in accordance with Article 9 of the UCC or any other applicable
law can be perfected only by possession.  Should any holder of any
Notes obtain possession of any such Collateral, such holder shall notify the
Collateral Agent thereof, and, promptly upon the Collateral Agent’s request
therefor shall deliver such Collateral to the Collateral 

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      Agent or
otherwise deal with such Collateral in accordance with the Collateral Agent’s
instructions.

       

      Section 22.8.  Payment of
Fees.  If at any time after the Amendment No. 1 Effective Date,
the Company or any of its Subsidiaries agrees to pay the Administrative Agent,
the Bank Lenders or any holder of the 2003 Notes any fee, compensation or any
other payment in connection with the Bank Credit Agreement or the 2003 Note
Agreement, including but not limited to any termination, exit or amendment fees,
the Company shall notify the holders of the Notes in writing and make an equal
payment to the holders the Notes to be distributed pro-rata to such holders
based upon the principal amount of the Notes then outstanding.”

       

      Section
22.9.  Interpretation of “Debt”.  Notwithstanding any
provision of this Agreement providing for any amount to be determined in
accordance with Agreement Accounting Principles, for all purposes of this
Agreement the outstanding principal amount of any Debt of the Company or any of
its Subsidiaries (other than, to the extent such obligations are included in the
definition of “Debt”, Hedging Obligations) shall be equal to the actual
outstanding principal amount thereof irrespective of the amount that might
otherwise be accounted for under Agreement Accounting Principles as the amount
of the liability of the Company or any of its Subsidiaries with respect thereto,
and any determination of the net income (or net loss), equity or assets of the
Company or any of its Subsidiaries shall not take into account any effect of
marking any such outstanding Debt of the Company or any of its Subsidiaries to
market value.”

       

      Section
1.24. The
following Defined Terms in Schedule B to the Note Agreement shall be and are
hereby amended as follows:

       

      “Bank Credit Agreement” means
the Credit Agreement dated as of January 28, 2005 by and among the Company,
certain Subsidiaries of the Company named therein, JPMorgan Chase Bank, N.A., as
agent and collateral agent, and the other financial institutions party thereto,
as amended, restated, joined, supplemented or otherwise modified from time to
time, and any renewals, extensions or replacements thereof, in each case (x) in
accordance with the terms of Section 10.17 of this Agreement and (y) which
constitute the primary bank credit facility of the Company and its
Subsidiaries.

       

      “Collateral Agent” shall have
the meaning set forth in the Pledge and Security Agreement.

       

      “Consolidated Net Worth”
means, at a particular date, all amounts which would be included under
shareholders' equity on the consolidated balance sheet for the Company and its
consolidated Subsidiaries determined in accordance with Agreement Accounting
Principles.

      


      “Debt” of a person means,
without duplication, such person’s (a) obligations for borrowed money,
including, without limitation, subordinated indebtedness, (b) obligations
representing the deferred purchase price of property or services (other than
accounts payable arising in the ordinary course of such person’s business
payable on

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      terms
customary in the trade and other than earn-outs or other similar forms of
contingent purchase prices), (c) obligations, whether or not assumed, secured by
liens on or payable out of the proceeds or production from property now or
hereafter owned or acquired by such person, (d) obligations which are evidenced
by notes, acceptances, or other instruments, (e) Capital Lease Obligations, (f)
outstanding principal balances (representing securitized but unliquidated
assets) under asset securitization agreements (including, without limitation,
the outstanding principal balance of accounts receivable under receivables
transactions) and (g) the implied debt component of synthetic leases of which
such person is lessee or any other off-balance sheet financing arrangements
(including, without limitation, any such arrangements giving rise to any
Off-Balance Sheet Liabilities).

      


      “Default Rate” means (a) with
respect to the Series C Notes and the Series C PIK Notes that per annum rate of
interest that is the greater of (i) 10.81% and (ii) 2.00% over the rate of
interest publicly announced by The Bank of New York from time to time in New
York City as its Prime Rate, (b) with respect to the Series D Notes and the
Series D PIK Notes that per annum rate of interest that is the greater of (i)
10.99% and (ii) 2.00% over the rate of interest publicly announced by The Bank
of New York from time to time in New York City as its Prime Rate, and (c) with
respect to the Series E Notes and the Series E PIK Notes that per annum rate of
interest that is the greater of (i) 11.17% and (ii) 2.00% over the rate of
interest publicly announced by The Bank of New York from time to time in New
York City as its Prime Rate.

       

      “Foreign Incorporated
Subsidiary” means a Subsidiary of the Company which is not a Domestic
Incorporated Subsidiary.

       

      “Intercreditor Agreement”
means the Amended and Restated Intercreditor Agreement dated as of June 11, 2009
among the Administrative Agent, the Collateral Agent and the holders of the
Notes and the holders of the 2003 Notes, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

       

      “Investments” means, with
respect to any Person, (a) any purchase or other acquisition by that Person of
any Debt, Capital Stock or other securities, or of a beneficial interest in any
Debt, Capital Stock or other securities, issued by any other Person, (b) any
purchase by that Person of all or substantially all of the assets of a business
(whether of a division, branch, unit operation, or otherwise) conducted by
another Person, and (c) any loan, advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or incurred in the
ordinary course of business) or capital contribution by that Person to any other
Person, including all Debt to such Person arising from a sale of property by
such Person other than in the ordinary course of its business.

       

      “Restricted Payment” means (a)
any dividend or other distribution, direct or indirect, on account of any
Capital Stock of the Company now or hereafter outstanding, except a dividend
payable solely in the Company’s Capital Stock (other than Disqualified Stock) or
in options, warrants or other rights to purchase such Capital Stock, (b) any
redemption, retirement, purchase or other acquisition for value, direct or
indirect, of any

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      Capital
Stock of the Company or any of its Subsidiaries now or hereafter outstanding,
other than in exchange for, or out of the proceeds of, the substantially
concurrent sale (other than to a Subsidiary of the Company) of other Capital
Stock of the Company (other than Disqualified Stock) or any transaction that has
a substantially similar effect, (c) any redemption, purchase, retirement,
defeasance, prepayment or other acquisition for value, direct or indirect, of
any Debt subordinated to the Secured Obligations or any transaction that has a
substantially similar effect, and (d) any payment of a claim for the rescission
of the purchase or sale of, or for material damages arising from the purchase or
sale of, any Debt (other than the Secured Obligations) or any Capital Stock of
the Company, or any of its Subsidiaries, or of a claim for reimbursement,
indemnification or contribution arising out of or related to any such claim for
damages or rescission.

       

      “Subsidiary Guarantor” means
each Subsidiary (other than any Foreign Incorporated Subsidiary to the extent
that the designation of such Foreign Incorporated Subsidiary as a Subsidiary
Guarantor would (a) be prohibited by applicable law or (b) cause such Foreign
Incorporated Subsidiary’s accumulated earnings and profits to be repatriated to
the Company or such Foreign Incorporated Subsidiary’s parent Domestic
Incorporated Subsidiary, in each case under Section 956 of the Code (each such
Foreign Incorporated Subsidiary, an “Affected Foreign
Subsidiary”)).

       

      “2003 Note Agreement” means
the Note Purchase Agreement, dated December 23, 2003, between the Company and
the Purchasers named in the Purchaser Schedule attached thereto, as amended
through the Amendment No. 1 Effective Date  and as further amended
from time to time.

       

       “2003 Notes” means the
“Notes”, as that term is defined in the Second Amendment to the 2003 Note
Agreement dated as of the Amendment No. 1 Effective Date, as such notes may be
further amended from time to time.

       

      Section
1.25. The
following shall be added as new definitions in alphabetical order to the Defined
Terms in Schedule B to the Note Agreement:

       

      “Acceptable Bank Credit
Agreement” shall mean:

       

      (a)  Prior
to the Normalization Date, the Bank Credit Agreement which is in effect on the
Amendment No. 1 Effective Date (the “Existing Bank Credit
Agreement”); and

       

      (b)  at
any time on and after the Normalization Date, a Replacement Credit Agreement (as
defined in the Intercreditor Agreement) that goes into effect on the
Normalization Date and meets the conditions set forth in the definition of
“Normalization Date” in the Intercreditor Agreement;

       

      (c)  at
any time after the Normalization Date, any loan or credit agreement which
refinances in whole the Debt under the Acceptable Bank Credit Agreement in
effect immediately prior to such refinancing, but only if (i) such loan or
credit agreement meets the conditions set forth in the definition of
“Normalization Date” set forth in the Intercreditor Agreement, except for (x)
the requirement that the term end not earlier than

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      January
28, 2011 and (y) the requirement in clause (h) of the definition of
“Normalization” set forth in the Intercreditor Agreement, and (ii) the scheduled
final maturity date thereof is not earlier than 364 days after the date of the
initial closing under such loan or credit agreement.

       

      “Acquisition” means any
transaction, or any series of related transactions, consummated on or after the
date of this Agreement, by which the Company or any of its Subsidiaries (a)
acquires any going business or all or substantially all of the assets of any
firm, corporation or division thereof, whether through purchase of assets,
merger or otherwise or (b) directly or indirectly acquires (in one transaction
or as the most recent transaction in a series of transactions) at least a
majority (in number of votes) of the securities of a corporation which have
ordinary voting power for the election of directors (other than securities
having such power only by reason of the happening of a contingency) or a
majority (by percentage of voting power) of the outstanding Capital Stock of
another Person.

       

      “Affected Foreign Subsidiary”
is defined in the definition of “Subsidiary Guarantor”.

       

      “Agreement Accounting
Principles” means, with respect to the calculation of financial ratios
and other financial tests required by this Agreement, generally accepted
accounting principles as in effect in the United States as of the date of this
Agreement, applied in a manner consistent with that used in preparing the
financial statements of the Company referred to in Section 6.4(B) of the Bank
Credit Agreement; provided, further, however, all pro forma financial statements
reflecting Acquisitions shall be prepared in accordance with the requirements
established by the Commission for acquisition accounting for reporting
acquisitions by public companies (whether or not such Acquisitions are required
to be publicly reported); provided, further, that no change in accounting
principles shall be made from those used in preparing the financial statements
referred to in Section 6.4(B) of the Bank Credit Agreement, including, without
limitation, with respect to the nature or classification of accounts, closing
proceedings, levels of reserves, or levels of accruals other than as a result of
objective changes in the underlying business; provided, further, that for
purposes of the preceding clauses, “changes in accounting principles” or
“changes in Agreement Accounting Principles” includes all changes in accounting
principles, policies, practices, procedures, or methodologies with respect to
financial statements, their classification, or their display, as well as all
changes in practices, methods, conventions, or assumptions used in making
accounting estimates.

       

      “Amendment No. 1” shall mean
that certain First Amendment to Note Purchase and Private Shelf Agreement dated
as of June 11, 2009 by and among the Company, each of the holders of the Notes
and the other parties a signatory thereto.

       

      “Amendment No. 1 Effective Date”
shall have the meaning set forth in Section 5 of Amendment No.
1.

       

      “Asset Sale” means, with
respect to any Person, the sale, lease, conveyance, disposition or other
transfer by such Person of any of its assets (including by way of a


       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      sale-leaseback
transaction, and including the sale or other transfer of any of the Capital
Stock of any Subsidiary of such Person) to any Person other than the Company or
any of its wholly-owned Subsidiaries other than (a) the sale of Inventory in the
ordinary course of business, (b) the sale or other disposition of any obsolete,
redundant, excess, damaged or worn-out Equipment disposed of in the ordinary
course of business and (c) leases of personal property (including leases or
licenses of intellectual property) and leases of surplus or redundant real
property.

       

      “Benefit Plan” means a defined
benefit plan as defined in Section 3(35) of ERISA (other than a Multiemployer
Plan) in respect of which the Company or any ERISA Affiliate is, or within the
immediately preceding six (6) years was, an “employer” as defined in Section
3(5) of ERISA.

       

      “Capital Expenditures” means,
for any period, the aggregate of all expenditures (whether or not paid in cash
and including Capital Leases and purchase money indebtedness) by the Company and
its consolidated Subsidiaries during that period that, in conformity with
Agreement Accounting Principles, are required to be included in or reflected by
the property, plant, equipment or similar fixed asset accounts reflected in the
consolidated balance sheet of the Company and its Subsidiaries; provided, however, that the
term “Capital Expenditures” shall not include (a) expenditures made in
connection with the replacement, substitution or restoration of assets (i) to
the extent financed from insurance proceeds paid on account of the loss of or
damage to the assets being replaced or restored or (ii) with awards of
compensation arising from the taking by eminent domain or condemnation of the
assets being replaced; (b) the purchase price of equipment that is purchased
simultaneously with the trade-in of existing equipment to the extent that the
gross amount of such purchase price is reduced by the credit granted by the
seller of such equipment for the equipment being traded in at such time; (c) the
purchase of plant, property or equipment made within one year of the sale of any
asset to the extent purchased with the proceeds of such sale; (d) the portion of
the purchase price in connection with any acquisition that would otherwise be
included as additions to property, plant or equipment; and (e) expenditures made
in connection with any acquisition.

       

      “Cash Equivalents” means (a)
marketable direct obligations issued or unconditionally guaranteed by the
governments of the United States and backed by the full faith and credit of the
United States government; (b) domestic and Eurocurrency certificates of deposit
and time deposits, bankers’ acceptances and floating rate certificates of
deposit issued by any commercial bank organized under the laws of the United
States, any state thereof, the District of Columbia, any foreign bank, or its
branches or agencies (fully protected against currency fluctuations for any such
deposits with a term of more than ninety (90) days); (c) shares of money market,
mutual or similar funds having assets in excess of $100,000,000 and the
investments of which are limited to investment grade securities (i.e.,
securities rated at least Baa by Moody’s Investors Service, Inc. or at least BBB
by Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc.); and (d) commercial paper of United States and foreign banks and bank
holding companies and their subsidiaries and United States and foreign finance,
commercial industrial or utility companies which, at the time of acquisition,
are

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      rated A-1
(or better) by Standard & Poor’s Ratings Group, a division of The
McGraw-Hill Companies, Inc., or P-1 (or better) by Moody’s Investors Services,
Inc.; provided
that the maturities of such Cash Equivalents shall not exceed three hundred
sixty-five (365) days from the date of acquisition thereof.

       

      “Cash Flow Leverage Ratio” is
defined in Section 10.19.

       

      “Collateral” means all pledged
Capital Stock, and any and all owned or leased personal property, in or upon
which a security interest or Lien is from time to time granted to the Collateral
Agent, for the benefit of the holders of the Secured Obligations, whether under
the Foreign Pledge Agreements, under the Pledge and Security Agreement, under
any of the other Collateral Documents or under any of the other Note
Documents.

       

      “Collateral Documents” means
all agreements, instruments and documents executed in connection with this
Agreement pursuant to which the Collateral Agent is granted a security interest
in Collateral, including, without limitation, the Pledge and Security Agreement,
the Foreign Pledge Agreements and all other security agreements, loan
agreements, notes, guarantees, subordination agreements, pledges, powers of
attorney, consents, assignments, contracts, fee letters, notices, leases,
financing statements and all other written matter whether heretofore, now, or
hereafter executed by or on behalf of the Company or any of its Subsidiaries and
delivered to the Collateral Agent, any of the Bank Lenders or any of the holders
of the Notes, together with all agreements and documents referred to therein or
contemplated thereby.

       

      “Commission” means the
Securities and Exchange Commission of the United States of America and any
Person succeeding to the functions thereof.

       

      “Consolidated Tangible Assets”
means the total assets of the Company and its Subsidiaries on a
consolidated basis (determined in accordance with Agreement Accounting
Principles), but excluding therefrom all items that are treated as intangibles
under Agreement Accounting Principles.

       

      “Contingent Obligation”, as
applied to any Person, means any Contractual Obligation, contingent or
otherwise, of that Person with respect to any Debt of another or other
obligation or liability of another, including, without limitation, any such
Debt, obligation or liability of another directly or indirectly guaranteed,
endorsed (otherwise than for collection or deposit in the ordinary course of
business), co-made or discounted or sold with recourse by that Person, or in
respect of which that Person is otherwise directly or indirectly liable,
including Contractual Obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase, or otherwise acquire such Debt, obligation or
liability or any security therefor, or to provide funds for the payment or
discharge thereof (whether in the form of loans, advances, stock purchases,
capital contributions or otherwise), or to maintain solvency, assets, level of
income, or other financial condition, or to make payment other than for value
received.  The amount of any Contingent Obligation shall be equal to
the present value of the portion of the obligation so guaranteed or otherwise
supported, in the case of known recurring

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      obligations,
and the maximum reasonably anticipated liability in respect of the portion of
the obligation so guaranteed or otherwise supported assuming such Person is
required to perform thereunder, in all other cases.

       

      “Contractual Obligation”, as
applied to any Person, means any provision of any equity or debt securities
issued by that Person or any indenture, mortgage, deed of trust, security
agreement, pledge agreement, guaranty, contract, undertaking, agreement or
instrument, in any case in writing, to which that Person is a party or by which
it or any of its properties is bound, or to which it or any of its properties is
subject.

       

      “Customary Permitted Liens”
means:

       

      (a)  Liens
(other than Environmental Liens and Liens in favor of the Internal Revenue
Service or the PBGC) with respect to the payment of taxes, assessments or
governmental charges in all cases which are not yet due or (if foreclosure,
distrait, sale or other similar proceedings shall not have been commenced or any
such proceeding after being commenced is stayed) which are being contested in
good faith by appropriate proceedings properly instituted and diligently
conducted and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with Agreement Accounting
Principles;

       

      (b)  statutory
Liens of landlords and Liens of suppliers, mechanics, carriers, materialmen,
warehousemen or workmen and other similar Liens imposed by law created in the
ordinary course of business for amounts not yet due or which are being contested
in good faith by appropriate proceedings properly instituted and diligently
conducted and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with Agreement Accounting
Principles;

       

      (c)  Liens
(other than Environmental Liens and Liens in favor of the Internal Revenue
Service or the PBGC) incurred or deposits made in the ordinary course of
business in connection with workers’ compensation, unemployment insurance or
other types of social security benefits or to secure the performance of bids,
tenders, sales, contracts (other than for the repayment of borrowed money),
surety, appeal and performance bonds; provided that (i) all
such Liens do not in the aggregate materially detract from the value of the
Company’s or such Subsidiary’s assets or property taken as a whole or materially
impair the use thereof in the operation of the businesses taken as a whole, and
(ii) all Liens securing bonds to stay judgments or in connection with appeals do
not secure at any time an aggregate amount exceeding $10,000,000;

       

      (d)  Liens
arising with respect to zoning restrictions, easements, encroachments, licenses,
reservations, covenants, rights-of-way, utility easements, building restrictions
and other similar charges, restrictions or encumbrances on the use of real
property which do not in any case materially detract from the value of the
property subject thereto or materially interfere with the ordinary use or
occupancy of the real property or with the ordinary conduct of the business of
the Company or any of its Subsidiaries;

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      (e)  Liens
of attachment or judgment with respect to judgments, writs or warrants of
attachment, or similar process against the Company or any of its Subsidiaries
which do not constitute an Event of Default under Section 11(j) hereof;
and

       

      (f)   any
interest or title of the lessor in the property subject to any operating lease
entered into by the Company or any of its Subsidiaries in the ordinary course of
business.

       

      “Dollar Amount” of any
currency at any date shall mean (a) the amount of such currency if such currency
is Dollars or (b) the Equivalent Amount of Dollars if such currency is any
currency other than Dollars.

      


      “Dollar” and “$” means dollars
in the lawful currency of the United States.

       

      “Domestic Incorporated
Subsidiary” means a Subsidiary of the Company organized under the laws of
a jurisdiction located in the United States of America.

       

      “Domestic Note Parties” means
the Company and the Domestic Incorporated Subsidiaries.

       

      “Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is ninety-one (91) days after the
latest maturity date of the Notes.

       

      “EBITDA” means, for any
period, on a consolidated basis for the Company and its Subsidiaries, the sum of
the amounts for such period, without duplication, of (a) Net Income, plus (b) Interest
Expense to the extent deducted in computing Net Income, plus (c) charges
against income for foreign, federal, state and local taxes to the extent
deducted in computing Net Income, plus (d) depreciation
expense to the extent deducted in computing Net Income, plus (e) amortization
expense, including, without limitation, amortization of goodwill and other
intangible assets to the extent deducted in computing Net Income, plus (f) acquisition,
integration and restructuring charges incurred in the Company’s 2009 fiscal year
and in an aggregate amount not to exceed $3,000,000, all in accordance with
Agreement Accounting Principles to the extent deducted in computing Net Income,
plus (g) other
extraordinary non-cash charges to the extent deducted in computing Net Income,
minus (h) other
extraordinary non-cash credits to the extent added in computing Net Income,
plus (i)
non-cash expenses related to stock based compensation to the extent deducted in
computing Net Income, plus (j) charges
incurred as a result of impairment of fixed assets, intangible assets and
goodwill, all to the extent deducted in computing Net Income.  EBITDA
shall be calculated on a pro forma basis giving
effect to acquisitions and Asset Sales on a last twelve (12) months’
basis.  Notwithstanding the foregoing, EBITDA shall be deemed to be
(1) $13,900,000 for the Company’s fiscal quarter ended on or about June 30,
2008, (2) $13,800,000 for the

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      Company’s
fiscal quarter ended on or about September 30, 2008 and (3) $2,243,000 for the
Company’s fiscal quarter ended on or about December 31, 2008.

       

      “Environmental Lien” means a
lien in favor of any Governmental Authority for (a) any liability under
Environmental Laws, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release (as defined in the Bank Credit
Agreement) or threatened Release of a Contaminant (as defined in the Bank Credit
Agreement) into the environment.

       

      “Equipment” shall have the
meaning set forth in the Bank Credit Agreement.

       

      “Equivalent Amount” shall have
the meaning set forth in the Bank Credit Agreement.

       

      “First Tier Foreign
Subsidiary” means each Foreign Incorporated Subsidiary with respect to
which any one or more of the Company and its Domestic Incorporated Subsidiaries
directly owns or controls more than 50% of such Foreign Incorporated
Subsidiary’s Capital Stock.

       

      “Fixed Charge Coverage Ratio”
is defined in Section 10.19.

       

      “Foreign Pledge Agreement”
means a pledge agreement in form and substance satisfactory to the Required
Holders and their counsel, duly executed and delivered by the Company and/or any
applicable Subsidiary of the Company to and in favor of the Collateral Agent
(for the benefit of itself and the other holders of the Secured Obligations), as
it may from time to time be amended, restated, supplemented or otherwise
modified, with respect to 65% of the outstanding Capital Stock of the relevant
Foreign Incorporated Subsidiary in accordance with Section 9.9
hereof.

       

       “Foreign Subsidiary
Investment” means the sum of (a) all intercompany loans made on or after
the date hereof from either the Company or any Domestic Incorporated Subsidiary
to any Foreign Incorporated Subsidiary; (b) all Investments made on or after the
date hereof by either the Company or any Domestic Incorporated Subsidiary in any
Foreign Incorporated Subsidiary; and (c) an amount equal to the net benefit
derived by the Foreign Incorporated Subsidiaries resulting from any non-arms
length transactions, or any other transfer of assets conducted other than in the
ordinary course of business, between the Company and/or any Domestic
Incorporated Subsidiary, on the one hand, and such Foreign Incorporated
Subsidiaries, on the other hand.

       

       “Grantor” shall have the
meaning set forth in the Pledge and Security Agreement.

       

      “Hedging Obligations” of a
Person means any and all obligations of such Person, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions
therefor), under (a) any and all agreements, devices or arrangements designed to
protect at least one of the parties thereto from the fluctuations of interest
rates, commodity prices, exchange rates or forward rates applicable to such
party’s assets,

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (b) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

       

      “Interest Expense” means, for
any period, the total interest expense of the Company and its consolidated
Subsidiaries, whether paid or accrued (including the interest component of
Capital Leases, commitment fees and fees for stand-by letters of credit, the
discount with respect to asset securitization agreements and the implied
interest component of synthetic leases), all as determined in conformity with
Agreement Accounting Principles.  Interest Expense shall not include
any interest which in accordance with Agreement Accounting Principals has been
capitalized.

       

      “Inventory” shall have the
meaning set forth in the Bank Credit Agreement.

       

      “Last Twelve-Month Period” is
defined in Section 10.19.

       

      “Material Foreign Subsidiary”
means any Foreign Incorporated Subsidiary (a) which, as of the most
recent fiscal quarter of the Company for the period of four consecutive fiscal
quarters then ended, contributes greater than five percent (5%) of EBITDA for
such period or (b) the consolidated total assets of which as of the end of such
fiscal quarter were greater than five percent (5%) of the Company’s Consolidated
Tangible Assets as of such date; provided that, if at any time
the aggregate amount of EBITDA contributed by, or consolidated total assets of,
all Foreign Incorporated Subsidiaries that are not Material Foreign Subsidiaries
exceeds ten percent (10%) of EBITDA for any such period or ten percent (10%) of
the Company’s Consolidated Tangible Assets as of the end of any such fiscal
quarter, the Company (or, in the event the Company has failed to do so within
ten days, the Agent) shall designate sufficient Foreign Incorporated
Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and
such designated Foreign Incorporated Subsidiaries shall for all purposes of this
Agreement constitute Material Foreign Subsidiaries.

       

      “Measurement Period” is
defined in Section 10.19.

       

      “Net Income” means, for any
period, the net income (or loss) after taxes of the Company and its Subsidiaries
on a consolidated basis for such period taken as a single accounting period
determined in conformity with Agreement Accounting Principles.

       

      “Normalization Date” is
defined in Section 8.8.

       

      “Note Documents” means this
Agreement, the Notes, the Collateral Documents, the Intercreditor Agreement, the
Subsidiary Guaranty and each of the other agreements, documents and instruments
executed in connection herewith and therewith or pursuant thereto, each as it
may from time to time be amended, modified or supplemented.

       

      “Note Obligations” shall have
the meaning set forth in the Pledge and Security Agreement.

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      “Off-Balance Sheet
Liabilities” of a Person means (a) any repurchase obligation or liability
of such Person or any of its Subsidiaries with respect to accounts or notes
receivable sold by such Person or any of its Subsidiaries, (b) any liability of
such Person or any of its Subsidiaries under any sale and leaseback transactions
which do not create a liability on the consolidated balance sheet of such
Person, (c) any liability of such Person of any of its Subsidiaries under any
financing lease or so-called “synthetic” lease transaction, or (d) any
obligations of such Person or any of its Subsidiaries arising with respect to
any other transaction which is the functional equivalent of or takes the place
of borrowing but which does not constitute a liability on the consolidated
balance sheets of such Person and its Subsidiaries.

       

      “Permitted Acquisition” shall
have the meaning set forth in Section 10.7 hereof.

       

      “Permitted Existing Contingent
Obligations” means the Contingent Obligations of the Company and its
Subsidiaries identified as such on Schedule 10.5 to this
Agreement.

       

       “Permitted Existing Debt”
means the Debt of the Company and its Subsidiaries identified as such on Schedule 10.1 to this
Agreement.

       

       “Permitted Existing Investments”
means the Investments of the Company and its Subsidiaries identified as
such on Schedule
10.4 to this Agreement.

       

       “Permitted Existing Liens”
means the Liens on assets of the Company and its Subsidiaries identified as such
on Schedule
10.3 to this Agreement.

       

      “Permitted Foreign Subsidiary
Investment Amount” means $120,000,000.

       

      “Permitted Purchase Money
Debt” shall have the meaning set forth in Section 10.1
hereof.

       

      “Permitted Refinancing Debt”
means (a) any replacement, renewal, refinancing or extension of any Debt (other
than the Debt evidenced by the Bank Credit Agreement) permitted by this
Agreement that (i) does not exceed the aggregate principal amount (plus accrued
interest and any applicable premium and associated fees and expenses) of the
Debt being replaced, renewed, refinanced or extended, (ii) does not have a
Weighted Average Life to Maturity at the time of such replacement, renewal,
refinancing or extension that is less than the Weighted Average Life to Maturity
of the Debt being replaced, renewed, refinanced or extended, (iii) does not rank
at the time of such replacement, renewal, refinancing or extension senior to the
Debt being replaced, renewed, refinanced or extended, and (iv) does not contain
terms (including, without limitation, terms relating to security, amortization,
interest rate, premiums, fees, covenants, event of default and remedies)
materially less favorable to the Company or to the holders of the Notes than
those applicable to the Debt being replaced, renewed, refinanced or extended, or
(b) any replacement, renewal, refinancing or extension of the Debt evidenced by
the Bank Credit Agreement, so long as such replaced, renewed, refinanced or
extended Debt is evidenced by an Acceptable Bank Credit Agreement.

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      “PIK Note Maturity Date” means
the earlier of the Normalization Date and January 28, 2010.

       

      “PIK Notes” means,
collectively, the Series C PIK Notes, the Series D PIK Notes and the Series E
PIK Notes.

       

      “Pledge and Security
Agreement” means that certain Pledge and Security Agreement (including
any and all supplements thereto) dated as of June 11, 2009 by and among the
Domestic Note Parties and the Collateral Agent, for the benefit of the
Collateral Agent and the other holders of the Secured Obligations.

       

      “Related PIK Notes” means,
with respect to any Notes of any Series, the PIK Note of the Series with the
same alphabetical designation as such Note issued with respect to such
Note.

       

      “Report” means reports
prepared by the Collateral Agent or another Person showing the results of
appraisals, field examinations or audits pertaining to the assets of the Company
or any Subsidiary from information furnished by or on behalf of the Company or
any of its Subsidiaries, after the Collateral Agent or any other Person has
exercised its rights of inspection pursuant to the Bank Credit Agreement, this
Agreement or any other Note Document, which Reports may be distributed to
holders of the Notes by the Collateral Agent or such other Person.

       

      “Secured Obligations” shall
have the meaning set forth in the Pledge and Security Agreement.

       

      “Series C PIK Note(s)” shall
have the meaning given in Section 1.5 hereof.

       

      “Series D PIK Note(s)” shall
have the meaning given in Section 1.6 hereof.

       

      “Series E PIK Note(s)” shall
have the meaning given in Section 1.7 hereof.

       

      “Total Funded Debt” means, at
any time, the aggregate Dollar Amount of Debt of the Company and its
Subsidiaries which has actually been funded and is outstanding at such time,
whether or not such amount is due or payable at such time.

       

       “2003 PIK Notes” means
the “PIK Notes”, as that term is defined in the Second Amendment to the 2003
Note Agreement dated as of the Amendment No. 1 Effective Date.

       

      “UCC” means the Uniform
Commercial Code as in effect from time to time in the State of Illinois or any
other state the laws of which are required to be applied in connection with the
issue of perfection of security interests.

       

      “Weighted Average Life to
Maturity” means when applied to any Debt at any date, the number of years
obtained by dividing (a) the sum of the products obtained by multiplying (i) the
amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity,
in

       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      respect
thereof, by (ii) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment, by (b) the
then outstanding principal amount of such Debt.

       

      Section
1.26. The
following Defined Terms in Schedule B to the Note Agreement shall be and are
hereby deleted in their entirety: “Consolidated Debt”, “Consolidated EBITDA”,
“Consolidated Interest Expense”, “Consolidated Net Income”, “Consolidated Total
Assets”, “Consolidated Total Capitalization”, “Priority Debt” and “Restricted
Investments”.

       

      Section
1.27. The Note
Agreement is amended by adding Exhibits A-5, A-6 and A-7 thereto in the
forms of Exhibits
A-5, A-6
and A-7,
respectively, attached hereto.

       

      SECTION
2.   AMENDMENT
TO GUARANTY AGREEMENT.

       

      Section
2.1. The
parenthetical phrase reading “(the “Shelf Notes” and together
with the Series B Notes, the Series C Notes, the Series D Notes and the Series E
Notes, the “Notes”)”
set forth in recital C to the Guaranty Agreement is amended and restated in its
entirety to read as follows: “(the “Shelf Notes” and together
with the Series B Notes, the Series C Notes, the Series D Notes, the Series E
Notes and the PIK Notes (as defined in the Note Purchase Agreement), the “Notes”)”.

       

      SECTION
3. WAIVERS
AND CONSENTS.

       

      Section
3.1. Each of
the holders of the Notes hereby (i) waives the
Company’s breaches of the covenants contained in (w) the failure of the
Company to comply with Sections 10.2, 10.3 and 10.4 of the Note Agreement (as in
effect prior to the Amendment No. 1 Effective Date) as of its fiscal year ended
December 31, 2008, (x) Section 7.1(a) of
the Note Agreement resulting from the Company’s failure to deliver to holders of
the Notes the quarterly reports for the fiscal quarter ended March 31, 2009
within the time required by said Section 7.1(a) (so long as such quarterly
reports are delivered by July 15, 2009) and (y) Section 7.1(b) of
the Note Agreement resulting from the Company’s failure to deliver to deliver to
holders of the Notes the annual reports and related financial statements
required by Section 7.1(b) of the Note Agreement for the fiscal year ended
December 31, 2008 within the time required by said Section 7.1(b) (so long as
such annual reports and related financial statements are so delivered
within  two (2) Business Days after the Amendment No. 1 Effective
Date, (ii)
consents to the payment by the Company of a Restricted Payment in the form of a
dividend on its Capital Stock made on or prior to April 15, 2009 in an amount
not in excess of $810,000 and (iii) subject to the Company’s obligation to make
the prepayment of the Notes required by Section 8.8 of the Note Agreement (as
amended by this First Amendment), waives the failure of the Company to offer to
prepay the Notes as required by Section 8.7 of the Note Agreement with respect
to the Asset Sale of the real property commonly known as 114 S. Racine, Chicago,
Illinois within the time period required by said Section 8.7, and agrees that
such actions, subject to the conditions set forth in this Section 3 and in
Section 4 of this First Amendment, do not and will not constitute a Default or
an Event of Default under the Note Agreement, notwithstanding any term or
provision thereof to the contrary.  The foregoing waivers and consents
are expressly subject to the condition that the Company acknowledges, by its
execution of this First Amendment, that (i) except to the extent specifically
set forth in this First Amendment, the Note Agreement and the other
Note

       

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      Documents
shall be otherwise unaffected by these waivers and consents and shall remain in
full force and effect, (ii) except to the extent specifically set forth in this
First Amendment, the holders of the Notes shall be under no obligation to waive
any future breach of any provision of the Note Agreement or any Default or Event
of Default, and (iii) no course of dealing or course of performance shall be
deemed to have occurred as a result of these waivers and consents.

       

      SECTION
4. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.

       

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

       

      (a) this
First Amendment has been duly authorized, executed and delivered by it and this
First Amendment constitutes the legal, valid and binding obligation, contract
and agreement of the Company enforceable against the Company in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles relating to
or limiting creditors’ rights generally;

       

      (b) each of
the Note Agreement and the Guaranty Agreement, in each case as amended by this
First Amendment, constitutes the legal, valid and binding obligation, contract
and agreement of the Company and the Subsidiary Guarantors, respectively,
enforceable against it and them, respectively, in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting
creditors’ rights generally;

       

      (c) the
execution, delivery and performance by the Company of this First Amendment (i)
has been duly authorized by all requisite corporate action and, if required,
shareholder action, (ii) does not require the consent or approval of any
governmental or regulatory body or agency, and (iii) will not (A) violate (1)
any provision of law, statute, rule or regulation or its certificate of
incorporation or bylaws, (2) any order of any court or any rule, regulation or
order of any other agency or government binding upon it, or (3) any provision of
any material indenture, agreement or other instrument to which it is a party or
by which its properties or assets are or may be bound, or (B) result in a breach
or constitute (alone or with due notice or lapse of time or both) a default
under any indenture, agreement or other instrument referred to in clause
(iii)(A)(3) of this Section 4.1(c);

       

      (d) as of the
date hereof and after giving effect to this First Amendment, no Default or Event
of Default has occurred which is continuing and no condition exists which has
resulted in, or could reasonably be expected to have, a Material Adverse
Effect;

       

      (e) all the
representations and warranties contained in Section 5 of the Note Agreement and
in Section 5 of the Guaranty Agreement are true and correct in all material
respects with the same force and effect as if made by the Company and the
Subsidiary Guarantors, respectively, on and as of the date hereof;

       

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      (f) the
Company represents that it does not have any Subsidiaries (direct or indirect)
other than those that have executed and delivered Subsidiary Guaranties to the
holders of the Notes and are listed on the signature pages to this First
Amendment as Subsidiary Guarantors; and

       

      (g) other
than as expressly set forth in the Amendment No. 2 to the Bank Credit Agreement
referred to in Section 5.1(c) of this First Amendment and the 2003 Note
Agreement Amendment, neither the Company nor any of its Subsidiaries has paid or
agreed to pay, nor will the Company or any of its Subsidiaries pay or agree to
pay, any fees or other compensation to the Administrative Agent, any Bank Lender
or any holder of the 2003 Notes for or with respect to such Amendment No. 2 to
the Bank Credit Agreement or such 2003 Note Agreement Amendment (other than for
the reimbursement of out of pocket expenses in connection
therewith).

       

      SECTION
5. CONDITIONS
TO EFFECTIVENESS OF THIS FIRST AMENDMENT.

       

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

       

      (a) executed
counterparts of this First Amendment, duly executed by the Company and the
holders of the Notes, shall have been delivered to the Noteholders;

       

      (b) the
Company shall have delivered to each Noteholder the PIK Notes to be issued to
such Noteholder pursuant to the Agreement;

       

      (c) the
Company shall have delivered to the Noteholders executed copies of (i) the
Pledge and Security Agreement, (ii) Amendment No. 2 to the Bank Credit
Agreement, (iii) the Second Amendment to Note Purchase Agreement dated as of the
date hereof among the Company and the holders of the 2003 Notes (the “2003 Note Agreement
Amendment”), (iv) the Amended and Restated Intercreditor Agreement dated
as of the date hereof by and among the holders of the Secured Obligations and
acknowledged by the Company and (v) a joinder to the Subsidiary Guaranty
Agreement from Kedzie Aircraft LLC, and all related agreements, documents and
instruments, in each case, in connection therewith, all of which shall be in
form and substance satisfactory to the Noteholders;

       

      (d) the
Company shall have prepaid the principal of the Notes required to be prepaid
pursuant to Section 8.8 of the Note Agreement, as amended hereby, as a result of
repayments of Debt required to satisfy the condition precedent to the
effectiveness of Amendment No. 2 to the Bank Credit Agreement set forth in
Section 3(a)(i) thereof;

       

      (e) for the
account of each Noteholder, the Company shall have paid an amendment fee in an
amount equal to 0.50% of the principal amount of the Notes outstanding as of the
Amendment No. 1 Effective Date held by such Noteholders;

       

      (f) the
representations and warranties of the Company set forth in Section 4 hereof are
true and correct on and with respect to the date hereof;

       

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      (g) the
Noteholders shall have received the favorable opinion of counsel to the Company
as to the matters set forth in Sections 4.1(a), 4.1(b) and 4.1(c) hereof, which
opinion shall be in form and substance satisfactory to the Noteholders;
and

       

      (h) the
Company agrees to pay upon demand, the reasonable fees and expenses of Schiff
Hardin LLP, special counsel to the Noteholders, in connection with the
negotiation, preparation, approval, execution and delivery of this First
Amendment.

       

      Upon
receipt of all of the foregoing, this First Amendment shall become effective
(the “Amendment No. 1 Effective
Date”).

      


      SECTION
6. MISCELLANEOUS.

       

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

       

      Section
6.2. Except as
modified and expressly amended by this First Amendment, the execution, delivery
and effectiveness of this First Amendment shall not (a) amend the Note
Agreement, the Guaranty Agreement or any Note, (b) operate as a waiver of any
right, power or remedy of any Noteholder, or (c) constitute a waiver of, or
consent to any departure from, any provision of the Note Agreement, the Guaranty
Agreement or any Note at any time.

       

      Section
6.3. Any and
all notices, requests, certificates and other instruments executed and delivered
after the execution and delivery of this First Amendment may refer to the Note
Agreement and the Guaranty Agreement without making specific reference to this
First Amendment but nevertheless all such references shall include this First
Amendment unless the context otherwise requires.  At all times on and
after the Amendment No. 1 Effective Date, each reference to the Note Agreement
or the Guaranty Agreement in any other document, instrument or agreement shall
mean and be a reference to the Note Agreement or the Guaranty Agreement,
respectively, as modified by this First Amendment.

       

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

       

      Section
6.5. This
First Amendment shall be governed by and construed in accordance with the laws
of the State of New York excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction other
than such State.

       

      [Signatures
on Following Page]

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

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

      
         

        
          
            
              	 	
                        Very truly
      yours, 

                       

                      
                         
      SCHAWK, INC.

                      

                       

                       

                    


            

            
              
                	 	
                        By:

                      	/s/Timothy
      J. Cunningham 


              

            

            
              
                	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                
                   

                   

                

              

            

          

        

      

      Each of
the Subsidiary Guarantors hereby (i) consents to the foregoing First Amendment
and ratifies the amendments contained therein, (ii) ratifies and reaffirms all
of its obligations and liabilities under each Subsidiary Guaranty (as defined in
the Note Agreement referred to in the First Amendment) notwithstanding the First
Amendment or otherwise, (iii) confirms that each Subsidiary Guaranty remains in
full force and effect after giving effect to the First Amendment, (iv)
represents and warrants that there is no defense, counterclaim or offset of any
type or nature under any Subsidiary Guaranty, (v) agrees that nothing in any
Subsidiary Guaranty, the Note Agreement, the First Amendment or any other
agreement or instrument relating thereto requires the consent of any Subsidiary
Guarantor or shall be deemed to require the consent of any Subsidiary Guarantor
to any future amendment or other modification to the Note Agreement, (vi) waives
acceptance and notice of acceptance hereof, and (vii) agrees to the amendment to
the Guaranty Agreement set forth in Section 2 of the foregoing First
Amendment.

       

      
         

        
          
            
              	 	
                        SCHAWK
      USA, INC.

                       

                       

                    


            

            
              
                	 	
                        By:

                      	/s/Timothy
      J. Cunningham 


              

            

            
              
                	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                
                   

                  
                     

                    
                      
                        
                          	 	
                                    SCHAWK
      WORLDWIDE HOLDINGS INC.

                                   

                                   

                                


                        

                        
                          
                            	 	
                                    By:

                                  	/s/Timothy
      J. Cunningham 


                          

                        

                        
                          
                            	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                            
                               

                               

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                               

                              
                                 

                                
                                  
                                    
                                      	 	
                                                SCHAWK HOLDINGS
      INC.

                                               

                                               

                                            


                                    

                                    
                                      
                                        	 	
                                                By:

                                              	/s/Timothy
      J. Cunningham 


                                      

                                    

                                    
                                      
                                        	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                                        
                                           

                                          
                                             

                                            
                                              
                                                
                                                  	 	
                                                            SEVEN
      SEATTLE, INC.

                                                           

                                                           

                                                        


                                                

                                                
                                                  
                                                    	 	
                                                            By:

                                                          	/s/Timothy
      J. Cunningham 


                                                  

                                                

                                                
                                                  
                                                    	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                                                    
                                                       

                                                      
                                                         

                                                        
                                                          
                                                            
                                                              	 	
                                                                        SCHAWK
      LLC

                                                                       

                                                                       

                                                                    


                                                            

                                                            
                                                              
                                                                	 	
                                                                        By:

                                                                      	/s/Timothy
      J. Cunningham 


                                                              

                                                            

                                                            
                                                              
                                                                	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                                                                
                                                                   

                                                                  
                                                                     

                                                                    
                                                                      
                                                                        
                                                                          	 	
                                                                                    MIRAMAR
      EQUIPMENT, INC.

                                                                                   

                                                                                   

                                                                                


                                                                        

                                                                        
                                                                          
                                                                            	 	
                                                                                    By:

                                                                                  	/s/Timothy
      J. Cunningham 


                                                                          

                                                                        

                                                                        
                                                                          
                                                                            	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                                                                            
                                                                               

                                                                              
                                                                                 

                                                                                
                                                                                  
                                                                                    
                                                                                      	 	
                                                                                                SCHAWK
      DIGITAL SOLUTIONS INC.

                                                                                               

                                                                                               

                                                                                            


                                                                                    

                                                                                    
                                                                                      
                                                                                        	 	
                                                                                                By:

                                                                                              	/s/Timothy
      J. Cunningham 


                                                                                      

                                                                                    

                                                                                    
                                                                                      
                                                                                        	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                                                                                        
                                                                                           

                                                                                          
                                                                                             

                                                                                            
                                                                                              
                                                                                                
                                                                                                  	 	
                                                                                                            KEDZIE
      AIRCRAFT LLC

                                                                                                           

                                                                                                           

                                                                                                        


                                                                                                

                                                                                                
                                                                                                  
                                                                                                    	 	
                                                                                                            By:

                                                                                                          	/s/Timothy
      J. Cunningham 


                                                                                                  

                                                                                                

                                                                                                
                                                                                                  
                                                                                                    	 	Name:	Timothy J. Cunningham 
	 	Title:	Chief Financial
      Officer 


                                                                                                    
                                                                                                       

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                              
                                 

                                
                                  
                                    
                                    

                                  

                                  
                                    
                                    

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                 

                                
                                  	 Accepted
      as of the date first written above.	 	 	 	 
	 	 	 	 	 
	
                                          PRUDENTIAL
      INVESTMENT MANAGEMENT, INC.

                                        	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 	
                                          /s/G. Anthony Coletta

                                        	 	 	
                                           

                                        	 
	 	
                                          Name: 
      G. Anthony Coletta

                                        	 	 	
                                           

                                        	 
	 	
                                          Title: 
      Vice President

                                        	 	 	
                                           

                                        	 


                                

                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
           

          
            
              
                
                  	
                          THE
      PRUDENTIAL INSURANCE COMANY OF AMERICA

                        	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 	
                          
                            /s/G. Anthony Coletta

                          

                        	 	 	
                           

                        	 
	 	
                          Vice
      President

                        	 	 	
                           

                        	 


                

              

            

          

        

         

        
          
            
               

              
                
                  
                    
                      
                        
                          
                            	
                                    RGA
      REINSURANCE COMPANY

                                  	 	 	 	 
	 	 	 	 	 	 
	By:	
                                    Prudential
      Private Placement Investors, L.P.

                                    (as Investment Advisor)

                                  	 	 	 	 
	 	 	 	 	 	 
	By:	
                                    Prudential
      Private Placement Investors, Inc.

                                    (as its General Partner)

                                  	 	 	 	 
	 	
                                     

                                     

                                  	 	 	 	 
	By: 	
                                    
                                      /s/G. Anthony Coletta

                                    

                                  	 	 	
                                     

                                  	 
	 	
                                    Vice
      President

                                  	 	 	
                                     

                                  	 


                          

                        

                      

                    

                  

                

              

            

             

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A-5

      (to
Private Shelf Agreement)

       

      [FORM OF
SERIES C PIK NOTE]


       

      SCHAWK,
INC.


       

      8.81%
SERIES C SENIOR PIK NOTE

       

      
      

       

      
        	No.
      _____ 	
                [Date]

              


      

       

      $________

       

      FOR VALUE
RECEIVED, the undersigned, Schawk, Inc., a corporation organized and existing
under the laws of the State of Delaware (herein called the “Company”), hereby
promises to pay to ______________________, or registered assigns, the principal
sum of (i) _______________ DOLLARS, plus (ii) the amount of interest on this
Note added to the principal of this Note pursuant to Section 1.5 of the
Agreement, plus (iii) all Make-Whole Amounts (as defined in the Agreement) added
to the principal of this Note pursuant to the Agreement, on the PIK Note
Maturity Date (as defined in the Agreement), with interest (computed on the
basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the
rate of 8.81% per annum (or during any period when an Event of Default shall be
in existence, at the election of the Required Holder(s) of the Series C PIK
Notes, at the Default Rate (as defined below)) from the date hereof, payable
quarterly on the 28th day of
April, July, October and January in each year, commencing with the April 28,
July 28, October 28, or January 28 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) on any overdue
payment (including any overdue prepayment) of principal, any overdue payment of
Make-Whole Amount and, to the extent permitted by applicable law, any overdue
payment of interest, payable quarterly as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the Default Rate.  The “Default Rate” shall mean a rate per
annum from time to time equal to the greater of (i) 10.81% or (ii) 2.00% over
the rate of interest publicly announced by The Bank of New York from time to
time in New York City as its Prime Rate.

       

      Except to
the extent payment of interest and Make-Whole Amount is payable by adding such
payments to the principal of this Note pursuant to the terms of the Agreement,
payments of principal of, interest on and any Make-Whole Amount payable with
respect to this Note are to be made at the main office of The Bank of New York
in New York City or at such other place as the holder hereof shall designate to
the Company in writing, in lawful money of the United States of
America.

       

      This Note
is one of a series of Series C Senior PIK Notes (herein called the “Notes”)
issued pursuant to a Note Purchase and Private Shelf Agreement, dated as of
January 28, 2005 (as amended through the date hereof and as further amended from
time to time, herein called the “Agreement”), between the Company, on the one
hand, and Prudential Investment Management, Inc., the Initial Purchasers named
in the Purchaser Schedule attached thereto and each Prudential Affiliate which
becomes party thereto, on the other hand, and is entitled to the benefits
thereof.

       

       

      
        
          
          

        

        
          Exhibit
A-5-1

          
            

          

        

        
          
          

        

      

       

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

       

      This Note
is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement.

       

      The
Company and any and all endorsers, guarantors and sureties severally waive
grace, demand, presentment for payment, notice of dishonor or default, notice of
intent to accelerate, notice of acceleration (except to the extent required in
the Agreement), protest and diligence in collecting in connection with this
Note, whether now or hereafter required by applicable law.

       

      In case
an Event of Default shall occur and be continuing, the principal of this Note
may be declared or otherwise become due and payable in the manner and with the
effect provided in the Agreement.

       

      Capitalized
terms used herein which are defined in the Agreement and not otherwise defined
herein shall have the meanings as defined in the Agreement.

       

      THIS
NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE (EXCLUDING ANY CONFLICTS
OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS NOTE TO BE CONSTRUED OR ENFORCED
IN ACCORDANCE WITH THE LAWS OF ANY OTHER JURISDICTION).

       

      
        
          
            
              	 	
                        SCHAWK,
      INC.

                       

                       

                       

                    


            

            
              
                	 	
                        By:

                      	 


              

            

            
              
                	 	Title:	 
	 	 	 


                
                   

                  
                    
                      
                      

                    

                    
                      Exhibit A-5-2

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

      

       

      EXHIBIT
A-6

      (to
Private Shelf Agreement)

       

      [FORM OF
SERIES D PIK NOTE]


       

      SCHAWK,
INC.


       

      8.99%
SERIES D SENIOR PIK NOTE

       

      
         

        
          	No.
      _____ 	
                  [Date]

                


        

         

        $________

      

       

      FOR VALUE
RECEIVED, the undersigned, Schawk, Inc., a corporation organized and existing
under the laws of the State of Delaware (herein called the “Company”), hereby
promises to pay to ______________________, or registered assigns, the principal
sum of (i) _______________ DOLLARS, plus (ii) the amount of interest on this
Note added to the principal of this Note pursuant to Section 1.6 of the
Agreement, plus (iii) all Make-Whole Amounts (as defined in the Agreement) added
to the principal of this Note pursuant to the Agreement, on the PIK Note
Maturity Date (as defined in the Agreement), with interest (computed on the
basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the
rate of 8.99% per annum (or during any period when an Event of Default shall be
in existence, at the election of the Required Holder(s) of the Series D PIK
Notes, at the Default Rate (as defined below)) from the date hereof, payable
quarterly on the 28th day of
April, July, October and January in each year, commencing with the April 28,
July 28, October 28, or January 28 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) on any overdue
payment (including any overdue prepayment) of principal, any overdue payment of
Make-Whole Amount and, to the extent permitted by applicable law, any overdue
payment of interest, payable quarterly as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the Default Rate.  The “Default Rate” shall mean a rate per
annum from time to time equal to the greater of (i) 10.99% or (ii) 2.00% over
the rate of interest publicly announced by The Bank of New York from time to
time in New York City as its Prime Rate.

       

      Except to
the extent payment of interest and Make-Whole Amount is payable by adding such
payments to the principal of this Note pursuant to the terms of the Agreement,
payments of principal of, interest on and any Make-Whole Amount payable with
respect to this Note are to be made at the main office of The Bank of New York
in New York City or at such other place as the holder hereof shall designate to
the Company in writing, in lawful money of the United States of
America.

       

      This Note
is one of a series of Series D Senior PIK Notes (herein called the “Notes”)
issued pursuant to a Note Purchase and Private Shelf Agreement, dated as of
January 28, 2005 (as amended through the date hereof and as further amended from
time to time, herein called the “Agreement”), between the Company, on the one
hand, and Prudential Investment Management, Inc., the Initial Purchasers named
in the Purchaser Schedule attached thereto and each Prudential Affiliate which
becomes party thereto, on the other hand, and is entitled to the benefits
thereof.

       

       

      
        
          
          

        

        
          Exhibit A-6-1

          
            

          

        

        
          
          

        

      

       

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

       

      This Note
is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement.

       

      The
Company and any and all endorsers, guarantors and sureties severally waive
grace, demand, presentment for payment, notice of dishonor or default, notice of
intent to accelerate, notice of acceleration (except to the extent required in
the Agreement), protest and diligence in collecting in connection with this
Note, whether now or hereafter required by applicable law.

       

      In case
an Event of Default shall occur and be continuing, the principal of this Note
may be declared or otherwise become due and payable in the manner and with the
effect provided in the Agreement.

       

      Capitalized
terms used herein which are defined in the Agreement and not otherwise defined
herein shall have the meanings as defined in the Agreement.

       

      THIS
NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE (EXCLUDING ANY CONFLICTS
OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS NOTE TO BE CONSTRUED OR ENFORCED
IN ACCORDANCE WITH THE LAWS OF ANY OTHER JURISDICTION).

       

      
        
          
            
              
                	 	
                          SCHAWK,
      INC.

                         

                         

                         

                      


              

              
                
                  	 	
                          By:

                        	 


                

              

              
                
                  	 	Title:	 
	 	 	 


                  
                     

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          Exhibit A-6-2

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A-7

      (to
Private Shelf Agreement)

       

      [FORM OF
SERIES E PIK NOTE]


       

      SCHAWK,
INC.


       

      9.17%
SERIES E SENIOR PIK NOTE

       

       

         

        
          	No.
      _____ 	
                  [Date]

                


        

         

        $________

      

       

      FOR VALUE
RECEIVED, the undersigned, Schawk, Inc., a corporation organized and existing
under the laws of the State of Delaware (herein called the “Company”), hereby
promises to pay to ______________________, or registered assigns, the principal
sum of (i) _______________ DOLLARS, plus (ii) the amount of interest on this
Note added to the principal of this Note pursuant to Section 1.7 of the
Agreement, plus (iii) all Make-Whole Amounts (as defined in the Agreement) added
to the principal of this Note pursuant to the Agreement, on the PIK Note
Maturity Date (as defined in the Agreement), with interest (computed on the
basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the
rate of 9.17% per annum (or during any period when an Event of Default shall be
in existence, at the election of the Required Holder(s) of the Series E PIK
Notes, at the Default Rate (as defined below)) from the date hereof, payable
quarterly on the 28th day of
April, July, October and January in each year, commencing with the April 28,
July 28, October 28, or January 28 next succeeding the date hereof, until the
principal hereof shall have become due and payable, and (b) on any overdue
payment (including any overdue prepayment) of principal, any overdue payment of
Make-Whole Amount and, to the extent permitted by applicable law, any overdue
payment of interest, payable quarterly as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the Default Rate.  The “Default Rate” shall mean a rate per
annum from time to time equal to the greater of (i) 11.17% or (ii) 2.00% over
the rate of interest publicly announced by The Bank of New York from time to
time in New York City as its Prime Rate.

       

      Except to
the extent payment of interest and Make-Whole Amount is payable by adding such
payments to the principal of this Note pursuant to the terms of the Agreement,
payments of principal of, interest on and any Make-Whole Amount payable with
respect to this Note are to be made at the main office of The Bank of New York
in New York City or at such other place as the holder hereof shall designate to
the Company in writing, in lawful money of the United States of
America.

       

      This Note
is one of a series of Series E Senior PIK Notes (herein called the “Notes”)
issued pursuant to a Note Purchase and Private Shelf Agreement, dated as of
January 28, 2005 (as amended through the date hereof and as further amended from
time to time, herein called the “Agreement”), between the Company, on the one
hand, and Prudential Investment Management, Inc., the Initial Purchasers named
in the Purchaser Schedule attached thereto and each Prudential Affiliate which
becomes party thereto, on the other hand, and is entitled to the benefits
thereof.

       

       

      
        
          
          

        

        
          Exhibit A-7-1

          
            

          

        

        
          
          

        

      

       

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

       

      This Note
is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement.

       

      The
Company and any and all endorsers, guarantors and sureties severally waive
grace, demand, presentment for payment, notice of dishonor or default, notice of
intent to accelerate, notice of acceleration (except to the extent required in
the Agreement), protest and diligence in collecting in connection with this
Note, whether now or hereafter required by applicable law.

       

      In case
an Event of Default shall occur and be continuing, the principal of this Note
may be declared or otherwise become due and payable in the manner and with the
effect provided in the Agreement.

       

      Capitalized
terms used herein which are defined in the Agreement and not otherwise defined
herein shall have the meanings as defined in the Agreement.

       

      THIS
NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE (EXCLUDING ANY CONFLICTS
OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS NOTE TO BE CONSTRUED OR ENFORCED
IN ACCORDANCE WITH THE LAWS OF ANY OTHER JURISDICTION).

       

      
        
          
            
              
                	 	
                          SCHAWK,
      INC.

                         

                         

                         

                      


              

              
                
                  	 	
                          By:

                        	 


                

              

              
                
                  	 	Title:	 
	 	 	 


                  
                     

                    
                      
                        
                        

                      

                      
                        Exhibit A-7-2