<PAGE>

                                                                   Exhibit 10(w)

                                   ADVO, INC.

                                  $125,000,000

      5.71% Series A Senior Guaranteed Secured Notes due December 4, 2013
   Floating Rate Series B Senior Guaranteed Secured Notes due December 4, 2013

                             -----------------------
                             NOTE PURCHASE AGREEMENT
                             -----------------------

                          Dated as of December 4, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                PAGE
-------                                                                                                ----
<S>      <C>                                                                                           <C>
1.       AUTHORIZATION OF NOTES......................................................................   1

2.       SALE AND PURCHASE OF NOTES..................................................................   1

3.       CLOSING.....................................................................................   2

4.       CONDITIONS TO CLOSING.......................................................................   2

         4.1.     Representations and Warranties.....................................................   2
         4.2.     Performance; No Default............................................................   2
         4.3.     Compliance Certificates............................................................   2
         4.4.     Opinions of Counsel................................................................   3
         4.5.     Purchase Permitted By Applicable Law, etc..........................................   3
         4.6.     Sale of Other Notes................................................................   4
         4.7.     Payment of Special Counsel Fees....................................................   4
         4.8.     Private Placement Number...........................................................   4
         4.9.     Changes in Corporate Structure.....................................................   4
         4.10.    Guaranty Agreement.................................................................   4
         4.11.    Offeree Letters....................................................................   4
         4.12.    Security Documents.................................................................   5
         4.13.    Bank Credit Agreement..............................................................   5
         4.14.    Proceedings and Documents..........................................................   5

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............................................   6

         5.1.     Organization; Power and Authority..................................................   6
         5.2.     Authorization, etc.................................................................   6
         5.3.     Disclosure.........................................................................   6
         5.4.     Organization and Ownership of Shares of Subsidiaries; Affiliates...................   7
         5.5.     Financial Statements...............................................................   8
         5.6.     Compliance with Laws, Other Instruments, etc.......................................   8
         5.7.     Governmental Authorizations, etc...................................................   8
         5.8.     Litigation; Observance of Agreements, Statutes and Orders..........................   8
         5.9.     Taxes..............................................................................   9
         5.10.    Title to Property; Leases..........................................................   9
         5.11.    Licenses, Permits, etc.............................................................   9
         5.12.    Compliance with ERISA..............................................................  10
         5.13.    Private Offering by the Company....................................................  11
         5.14.    Use of Proceeds; Margin Regulations................................................  11
         5.15.    Existing Debt; Future Liens........................................................  12
</TABLE>

                                       i

<PAGE>

                           TABLE OF CONTENTS(CONT'D.)

<TABLE>
<S>      <C>                                                                                           <C>
         5.16.    Foreign Assets Control Regulations, etc............................................  12
         5.17.    Status under Certain Statutes......................................................  12
         5.18.    Environmental Matters..............................................................  12
         5.19.    Bank Credit Agreement Representations..............................................  13

6.       REPRESENTATIONS OF THE PURCHASERS...........................................................  13

         6.1.     Purchase for Investment............................................................  13
         6.2.     Source of Funds....................................................................  14

7.       INFORMATION AS TO COMPANY...................................................................  16

         7.1.     Financial and Business Information.................................................  16
         7.2.     Officer's Certificate..............................................................  19
         7.3.     Inspection.........................................................................  19

8.       PAYMENT OF THE NOTES; INTEREST RATES........................................................  20

         8.1.     Payment at Maturity................................................................  20
         8.2.     Optional Prepayments...............................................................  20
         8.3.     Prepayment of Notes Upon Change in Control.........................................  21
         8.4.     Offer to Prepay upon the Sale of Certain Assets....................................  23
         8.5.     Offer to Prepay upon Material Paydown under Bank Credit Agreement..................  24
         8.6.     Allocation of Partial Prepayments..................................................  25
         8.7.     Maturity; Surrender, etc...........................................................  26
         8.8.     Purchase of Notes..................................................................  26
         8.9.     Make-Whole Amount; Modified Make-Whole Amount......................................  26
         8.10.    Interest Rate and Interest Payment Dates...........................................  28
         8.11.    Yield Protection and Illegality....................................................  30

9.       AFFIRMATIVE COVENANTS.......................................................................  34

         9.1.     Compliance with Law................................................................  34
         9.2.     Insurance..........................................................................  34
         9.3.     Maintenance of Properties..........................................................  34
         9.4.     Payment of Taxes and Claims........................................................  34
         9.5.     Corporate Existence, etc...........................................................  35
         9.6.     Additional Subsidiary Guarantors; Additional Collateral; Additional Subordinated
                    Debt.............................................................................  35

10.      NEGATIVE COVENANTS..........................................................................  37

         10.1.    Transactions with Affiliates.......................................................  38
         10.2.    Merger, Consolidation, etc.........................................................  38
         10.3.    Sale of Assets.....................................................................  39
         10.4.    Leverage Ratio.....................................................................  39
         10.5.    Minimum Interest Coverage..........................................................  39
</TABLE>

                                       ii

<PAGE>

                           TABLE OF CONTENTS(CONT'D.)

<TABLE>
<S>      <C>                                                                                           <C>
         10.6.    Restricted Payments................................................................  40
         10.7.    Limitation on Liens................................................................  40
         10.8.    Foreign Subsidiary Debt............................................................  42
         10.9.    Subordinated Debt..................................................................  42
         10.10.   No Limitation on Prepayments or Amendments to Certain Financing Documents..........  42
         10.11.   Covenant to Guaranty and to Secure Notes Equally...................................  42

11.      EVENTS OF DEFAULT...........................................................................  43

12.      REMEDIES ON DEFAULT, ETC....................................................................  45

         12.1.    Acceleration.......................................................................  45
         12.2.    Other Remedies.....................................................................  46
         12.3.    Rescission.........................................................................  46
         12.4.    No Waivers or Election of Remedies, Expenses, etc..................................  47

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES...............................................  47

         13.1.    Registration of Notes..............................................................  47
         13.2.    Transfer and Exchange of Notes.....................................................  47
         13.3.    Replacement of Notes...............................................................  48
         13.4.    Legends............................................................................  48

14.      PAYMENTS ON NOTES...........................................................................  49

         14.1.    Place of Payment...................................................................  49
         14.2.    Home Office Payment................................................................  49

15.      EXPENSES, ETC...............................................................................  50

         15.1.    Transaction Expenses...............................................................  50
         15.2.    Survival...........................................................................  50

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT................................  50

17.      AMENDMENT AND WAIVER........................................................................  51

         17.1.    Requirements.......................................................................  51
         17.2.    Solicitation of Holders of Notes...................................................  51
         17.3.    Binding Effect, etc................................................................  51
         17.4.    Notes held by Company, etc.........................................................  52

18.      NOTICES.....................................................................................  52

19.      REPRODUCTION OF DOCUMENTS...................................................................  53
</TABLE>

                                      iii

<PAGE>

                           TABLE OF CONTENTS(CONT'D.)

<TABLE>
<S>      <C>                                                                                           <C>
20.      CONFIDENTIAL INFORMATION....................................................................  53

21.      SUBSTITUTION OF PURCHASER...................................................................  54

22.      MISCELLANEOUS...............................................................................  55

         22.1.    Successors and Assigns.............................................................  55
         22.2.    Payments Due on Non-Business Days..................................................  55
         22.3.    Severability.......................................................................  55
         22.4.    Construction.......................................................................  55
         22.5.    Compromises and Arrangements.......................................................  55
         22.6.    Counterparts.......................................................................  56
         22.7.    Governing Law......................................................................  56
</TABLE>

                                       iv

<PAGE>

                           TABLE OF CONTENTS(CONT'D.)

<TABLE>
<S>                          <C>
SCHEDULE A          --       Information Relating to Purchasers

SCHEDULE B          --       Defined Terms

SCHEDULE 3          --       Payment Instructions at Closing

SCHEDULE 4.9        --       Changes in Corporate Structure

SCHEDULE 5.3        --       Disclosure Materials

SCHEDULE 5.4        --       Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5        --       Financial Statements

SCHEDULE 5.8        --       Certain Litigation

SCHEDULE 5.11       --       Licenses, Permits, etc.

SCHEDULE 5.12       --       ERISA Affiliates and Plans

SCHEDULE 5.15       --       Existing Debt

SCHEDULE 5.18       --       Environmental Claims

SCHEDULE 10.3       --       Permitted Asset Sales
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                          <C>
EXHIBIT 1(a)        --       Form of 5.71% Series A Senior Guaranteed Secured Note due December 4, 2013

EXHIBIT 1(b)        --       Form of Floating Rate Series B Senior Guaranteed Secured Note due December 4, 2013

EXHIBIT 4.4(a)      --       Form of Opinion of Special Counsel for the Company and Subsidiary Guarantors

EXHIBIT 4.4(b)      --       Form of Opinion of Special Counsel for the Purchasers

EXHIBIT 4.10        --       Form of Guaranty Agreement

EXHIBIT 4.12(a)     --       Form of Collateral Agency and Intercreditor Agreement

EXHIBIT 4.12(b)     --       Form of Security Agreement

EXHIBIT 4.12(c)     --       Form of Mortgage

EXHIBIT 4.12(d)     --       Form of Subordination Agreement
</TABLE>

<PAGE>

                                   ADVO, INC.
                              One Targeting Centre
                                Windsor, CT 06095

      5.71% Series A Senior Guaranteed Secured Notes due December 4, 2013
  Floating Rate Series B Senior Guaranteed Secured Notes due December 4, 2013

                                                                December 4, 2003

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A (the "Purchasers"):
Ladies and Gentlemen:

         ADVO, INC., a Delaware corporation (together with its successors and
assigns, the "Company"), agrees with the Purchasers as follows:

1.       AUTHORIZATION OF NOTES.

         The Company will authorize the issue and sale of:

         (a)      $65,000,000 aggregate principal amount of the Company's 5.71%
Series A Senior Guaranteed Secured Notes due December 4, 2013 (including any
amendments, restatements or modifications from time to time, the "SERIES A
NOTES", such term to include any such notes issued in substitution therefor
pursuant to Section 13 of this Agreement), and

         (b)      $60,000,000 aggregate principal amount of the Company's
Floating Rate Series B Senior Guaranteed Secured Notes due December 4, 2013
(including any amendments, restatements or modifications from time to time, the
"SERIES B NOTES", such term to include any such notes issued in substitution
therefor pursuant to Section 13 of this Agreement).

         The Series A Notes and the Series B Notes are sometimes referred to
herein as the "Notes." The Series A Notes and the Series B Notes shall be
substantially in the respective forms set out in Exhibit 1(a) and Exhibit 1(b),
in each case with such changes thereto, if any, as may be approved in writing by
the Purchasers and the Company. Certain capitalized terms used in this Agreement
are defined in Schedule B; references to a "Schedule" or an "Exhibit" are,
unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.

2.       SALE AND PURCHASE OF NOTES.

         Subject to the terms and conditions of this Agreement, the Company will
issue and sell to each Purchaser and each Purchaser will purchase from the
Company, at the Closing provided for in Section 3, Notes of the Series in the
principal amount specified opposite such Purchaser's name in Schedule A at the
purchase price of 100% of the

                                       1
<PAGE>

principal amount thereof. The Purchasers' obligations hereunder are several and
not joint obligations and no Purchaser shall have any liability to any Person
for the performance or non-performance by any other Purchaser hereunder.

3.       CLOSING.

         The sale and purchase of the Notes to be purchased by each of the
Purchasers shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue,
New York, NY 10022, at 10:00 a.m., local time, at a closing (the "CLOSING") on
December 4, 2003, or on such other Business Day thereafter on or prior to
December 4, 2003 as may be agreed upon by the Company and the Purchasers. At the
Closing the Company will deliver to each Purchaser the Notes of the Series to be
purchased by such Purchaser in the form of a single Note for such Series (or
such greater number of Notes of the applicable Series in denominations of at
least $250,000 as such Purchaser may request) dated the date of the Closing and
registered in such Purchaser's name (or in the name of its nominee), against
delivery by such Purchaser to the Company or its order of immediately available
funds in the amount of the purchase price therefor as directed by the Company in
Schedule 3. If at the Closing the Company shall fail to tender such Notes to
each Purchaser as provided above in this Section 3, or any of the conditions
specified in Section 4 shall not have been fulfilled to each Purchaser's
satisfaction, such Purchaser shall, at its election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights each such
Purchaser may have by reason of such failure or such nonfulfillment.

4.       CONDITIONS TO CLOSING.

         Each Purchaser's obligation to purchase and pay for the Notes to be
sold to it at the Closing is subject to the fulfillment to each such Purchaser's
satisfaction, prior to or at the Closing, of the following conditions:

         4.1.     REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the Company in this Agreement
shall be correct when made and at the time of the Closing.

         4.2.     PERFORMANCE; NO DEFAULT.

         Each Obligor shall have performed and complied with all agreements and
conditions contained in this Agreement required to be performed or complied with
by it prior to or at the Closing and after giving effect to the issue and sale
of the Notes (and the application of the proceeds thereof as contemplated by
Section 5.14) no Default or Event of Default shall have occurred and be
continuing. Neither the Company nor any Subsidiary shall have entered into any
transaction since the date of the Memorandum that would have been prohibited by
Sections 10.1, 10.2, 10.3, 10.6, 10.7, 10.9, 10.10 or 10.11 hereof had such
Sections applied since such date.

         4.3.     COMPLIANCE CERTIFICATES.

                                       2
<PAGE>

                  (a)      Company's Officer's Certificate. The Company shall
         have delivered to each Purchaser an Officer's Certificate, dated the
         date of the Closing, certifying that the conditions specified in
         Sections 4.1, 4.2 and 4.9 have been fulfilled.

                  (b)      Subsidiary Guarantors' Officer's Certificate. Each of
         the Subsidiary Guarantors shall have delivered to each Purchaser an
         Officer's Certificate, dated the date of the Closing, certifying that
         (i) the representations and warranties contained herein and in the
         Guaranty Agreement are true on and as of the Closing with the same
         effect as if made on that date and (ii) that such Subsidiary Guarantor
         has performed and complied with all agreements and conditions contained
         in this Agreement and in other Financing Documents to which it is a
         party required to be performed or complied with by such Subsidiary
         Guarantor prior to or at the Closing.

                  (c)      Company's Secretary's Certificate. The Company shall
         have delivered to each Purchaser a certificate certifying as to the
         resolutions attached thereto and other corporate proceedings relating
         to the authorization, execution and delivery of the Notes, this
         Agreement and the other Financing Documents to which the Company is a
         party.

                  (d)      Subsidiary Guarantors' Secretary's Certificate. Each
         of the Subsidiary Guarantors shall have delivered to each Purchaser a
         certificate certifying as to the resolutions attached thereto and other
         corporate or other proceedings relating to the authorization, execution
         and delivery by such Subsidiary Guarantor of the Guaranty Agreement and
         the other Financing Documents to which it is a party.

         4.4.     OPINIONS OF COUNSEL.

         Each Purchaser shall have received opinions in form and substance
satisfactory to it, dated the date of the Closing (a) from Kirkpatrick &
Lockhart LLP, counsel for the Company and the Subsidiary Guarantors,
substantially in the form set forth in Exhibit 4.4(a) and covering such other
matters incident to such transactions as the Purchasers or their counsel may
reasonably request (and the Company hereby instructs such counsel to deliver
such opinion to each Purchaser) and (b) from Bingham McCutchen LLP, the
Purchasers' special counsel in connection with such transactions, substantially
in the form set forth in Exhibit 4.4(b) and covering such other matters incident
to such transactions as any Purchaser may reasonably request.

         4.5.     PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

         On the date of the Closing each Purchaser's purchase of Notes shall (a)
be permitted by the laws and regulations of each jurisdiction to which it is
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (b) not
violate any applicable law or regulation

                                       3
<PAGE>

(including, without limitation, Regulation T, U or X of the Board of Governors
of the Federal Reserve System) and (c) not subject such Purchaser to any tax,
penalty or liability under or pursuant to any applicable law or regulation,
which law or regulation was not in effect on the date hereof. If so requested,
each Purchaser shall have received Officers' Certificates from the Company and
each Subsidiary Guarantor certifying as to such matters of fact as it may
reasonably specify to enable such Purchaser to determine whether such purchase
is so permitted.

         4.6.     SALE OF OTHER NOTES.

         Contemporaneously with the Closing the Company shall sell to each
Purchaser and each Purchaser shall purchase the Notes to be purchased by it at
the Closing as specified in Schedule A.

         4.7.     PAYMENT OF SPECIAL COUNSEL FEES.

         Without limiting the provisions of Section 15.1, the Company shall have
paid on or before the Closing the fees, charges and disbursements of the
Purchasers' special counsel referred to in Section 4.4 to the extent reflected
in a statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

         4.8.     PRIVATE PLACEMENT NUMBER.

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

         4.9.     CHANGES IN CORPORATE STRUCTURE.

         Except as specified in Schedule 4.9, no Obligor shall have changed its
jurisdiction of incorporation or been a party to any merger or consolidation and
shall not have succeeded to all or any substantial part of the liabilities of
any other entity, at any time following the date of the most recent financial
statements referred to in Schedule 5.5.

         4.10.    GUARANTY AGREEMENT.

         Each Domestic Subsidiary shall have executed and delivered to the
Purchasers a guarantee agreement (as may be amended, restated or modified from
time to time, the "GUARANTY AGREEMENT"), substantially in the form of Exhibit
4.10.

         4.11.    OFFEREE LETTERS.

         J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC and Fleet
Securities, Inc. shall have delivered to the Company, its counsel, each of the
Purchasers and the Purchasers' special counsel an offeree letter, in form and
substance satisfactory to each Purchaser and the Company, confirming the manner
of the offering of the Notes by J.P. Morgan Securities Inc., Wachovia Capital
Markets, LLC and Fleet Securities, Inc.

                                       4
<PAGE>

         4.12.    SECURITY DOCUMENTS.

                  (a)      Collateral Agency and Intercreditor Agreement. The
         Purchasers, the Collateral Agent, on behalf of itself and the other
         lenders under the Bank Credit Agreement and as Collateral Agent for the
         holders of Notes, the lenders under the Bank Credit Agreement, the
         Administrative Agent (as defined in the Bank Credit Agreement), the
         Company and the Subsidiary Guarantors shall have entered into a
         Collateral Agency and Intercreditor Agreement, substantially in the
         form of Exhibit 4.12(a) (as the same may be amended, restated or
         otherwise modified from time to time, the "COLLATERAL AGENCY AND
         INTERCREDITOR AGREEMENT").

                  (b)      Security Agreement. The Company and each of the
         Subsidiary Guarantors shall have executed and delivered a security
         agreement to the Purchasers in favor of the Collateral Agent,
         substantially in the form of Exhibit 4.12(b) (as the same may be
         amended, restated or otherwise modified from time to time, the
         "SECURITY AGREEMENT").

                  (c)      Mortgage. The Company shall have executed and
         delivered a mortgage in favor of the Collateral Agent substantially in
         the form of Exhibit 4.12(c) in respect of real property and
         improvements located at (i) 1 and 10 Univac Lane, Windsor, Connecticut
         and (ii) 235 Great Pond Road, Day Hill Road and Blue Hills Avenue,
         Bloomfield and Windsor, Connecticut (as the same may be amended,
         restated or otherwise modified from time to time, the "MORTGAGE").

                  (d)      Subordination Agreement. The Company and each of the
         Subsidiary Guarantors shall have entered into a Subordination
         Agreement, substantially in the form of Exhibit 4.12(c) (as the same
         may be amended, restated or otherwise modified from time to time, the
         "SUBORDINATION AGREEMENT").

                  (e)      Registration and Filings. The Obligors shall have
         executed and delivered to the Purchasers and caused to be filed UCC-1
         financing statements in respect of the security interests created by
         the Security Agreement in the office of each appropriate Governmental
         Authority.

         4.13.    BANK CREDIT AGREEMENT.

         The Company shall, contemporaneously with the execution and delivery of
this Agreement, have delivered to each Purchaser a true and correct executed
copy of the Bank Credit Agreement as executed and in effect on the date of the
Closing, certified as true and correct by a Senior Financial Officer.

         4.14.    PROCEEDINGS AND DOCUMENTS.

         All corporate and other proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to
such transactions shall be satisfactory to each Purchaser and its special
counsel, and each

                                       5
<PAGE>

Purchaser and its special counsel shall have received all such counterpart
originals or certified or other copies of such documents as such Purchaser or
its counsel may reasonably request.

5.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each Purchaser that:

         5.1.     ORGANIZATION; POWER AND AUTHORITY.

         The Company is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company has the corporate power and authority to own or hold
under lease the properties it purports to own or hold under lease, to transact
the business it transacts and proposes to transact, to execute and deliver the
Financing Documents to which it is a party and to perform the provisions hereof
and thereof.

         5.2.     AUTHORIZATION, ETC.

                  (a)      This Agreement, the Notes, and other Financing
         Documents to which the Company is a party have been duly authorized by
         all necessary corporate action on the part of the Company, and the
         Financing Documents constitute, and upon execution and delivery thereof
         each Note will constitute, legal, valid and binding obligations of the
         Company enforceable against the Company in accordance with their
         respective terms, except as such enforceability may be limited by (i)
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the enforcement of creditors' rights generally
         and (ii) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

                  (b)      The Guaranty Agreement and the other Financing
         Documents to which the Subsidiary Guarantors are a party have been duly
         authorized by all necessary corporate action on the part of each
         Subsidiary Guarantor party thereto, and the Guaranty Agreement and the
         Financing Documents to which such Subsidiary Guarantor is a party
         constitute legal, valid and binding obligations of such Subsidiary
         Guarantor enforceable against such Subsidiary Guarantor in accordance
         with their respective terms, except as such enforceability may be
         limited by (i) applicable bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting the enforcement of
         creditors' rights generally and (ii) general principles of equity
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

         5.3.     DISCLOSURE.

                                       6
<PAGE>

         The Company, through its agent, J.P. Morgan Securities Inc., has
delivered to each Purchaser a copy of a Private Placement Memorandum, dated
October 2003 (the "MEMORANDUM"), relating to the transactions contemplated
hereby. The Memorandum fairly describes, in all material respects, the general
nature of the business and principal properties of the Company and its
Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the
Memorandum, the documents, certificates or other writings delivered to each
Purchaser by or on behalf of the Company in connection with the transactions
contemplated hereby and the financial statements listed in Schedule 5.5, taken
as a whole, do not contain any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not misleading
in light of the circumstances under which they were made. Except as disclosed in
the Memorandum or as expressly described in Schedule 5.3, or in one of the
documents, certificates or other writings identified therein, or in the
financial statements listed in Schedule 5.5, since June 28, 2003, there has been
no change in the financial condition, operations, business, properties or
prospects of the Company or any Subsidiary except changes that individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect. The Company does not have knowledge of any fact which could reasonably
be expected to have a Material Adverse Effect that has not been set forth herein
or in the Memorandum or in the other documents, certificates and other writings
delivered to each Purchaser by or on behalf of the Company specifically for use
in connection with the transactions contemplated hereby.

         5.4.     ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES;
                  AFFILIATES.

                  (a)      Schedule 5.4 is (except as noted therein) a complete
         and correct list of the Company's Subsidiaries, showing, as to each
         Subsidiary, the correct name thereof, the jurisdiction of its
         organization, and the percentage of shares of each class of its Capital
         Stock owned by the Company and each other Subsidiary.

                  (b)      All of the outstanding shares of Capital Stock
         interests of each Subsidiary shown in Schedule 5.4 as being owned by
         the Company and its Subsidiaries have been validly issued, are fully
         paid and nonassessable and are owned by the Company or another
         Subsidiary free and clear of any Lien (except as otherwise disclosed in
         Schedule 5.4).

                  (c)      Each Subsidiary identified in Schedule 5.4 is a
         corporation or other legal entity duly organized, validly existing and
         in good standing under the laws of its jurisdiction of organization,
         and is duly qualified as a foreign corporation or other legal entity
         and is in good standing in each jurisdiction in which such
         qualification is required by law, other than those jurisdictions as to
         which the failure to be so qualified or in good standing could not,
         individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect. Each such Subsidiary has the corporate or
         other power and authority to own or hold under lease the properties it
         purports to own or hold under lease, to transact the business it
         transacts and proposes to transact, to execute and deliver the
         Financing

                                       7

<PAGE>

         Documents to which it is a party, and to perform the provisions hereof
         and thereof.

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

         5.5.     FINANCIAL STATEMENTS.

         The Company has delivered to each Purchaser copies of the financial
statements of the Company and its Subsidiaries listed on Schedule 5.5. All of
said financial statements (including in each case the related schedules and
notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and
cash flows for the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved except
as set forth in the notes thereto (subject, in the case of any interim financial
statements, to normal year-end adjustments).

         5.6.     COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

         The execution, delivery and performance by each Obligor of the
Financing Documents to which such Obligor is a party will not (a) contravene,
result in any breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company or any Subsidiary
under, any indenture, mortgage, deed of trust, loan, purchase or credit
agreement, lease, corporate charter or by-laws, or any other agreement or
instrument to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may be bound or
affected, (b) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Company or any Subsidiary
or (c) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Subsidiary.

         5.7.     GOVERNMENTAL AUTHORIZATIONS, ETC.

         No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by (a) the Company of the Financing Documents
to which it is a party and (b) each Subsidiary Guarantor of the Financing
Documents to which it is a party.

         5.8.     LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

                                       8
<PAGE>

                  (a)      Except as disclosed in Schedule 5.8, there are no
         actions, suits or proceedings pending or, to the knowledge of the
         Company, threatened against or affecting the Company or any Subsidiary
         or any property of the Company or any Subsidiary in any court or before
         any arbitrator of any kind or before or by any Governmental Authority
         that, individually or in the aggregate, could reasonably be expected to
         have a Material Adverse Effect.

                  (b)      Neither the Company nor any Subsidiary is in default
         under any term of any agreement or instrument to which it is a party or
         by which it is bound, or any order, judgment, decree or ruling of any
         court, arbitrator or Governmental Authority or is in violation of any
         applicable law, ordinance, rule or regulation (including without
         limitation Environmental Laws) of any Governmental Authority, which
         default or violation, individually or in the aggregate, could
         reasonably be expected to have a Material Adverse Effect.

         5.9.     TAXES.

         The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments levied
upon them or their properties, assets, income or franchises, to the extent such
taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (a) the amount of which is not
individually or in the aggregate Material or (b) the amount, applicability or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with GAAP. The Company
has no knowledge of any basis for any other tax or assessment that could
reasonably be expected to have a Material Adverse Effect. The charges, accruals
and reserves on the books of the Company and its Subsidiaries in respect of
Federal, state or other taxes for all fiscal periods are adequate. The Federal
income tax liabilities of the Company and its Subsidiaries have been determined
by the Internal Revenue Service and paid for all fiscal years up to and
including the fiscal year ended September 30, 1997.

         5.10.    TITLE TO PROPERTY; LEASES.

         The Company and its Subsidiaries have good and sufficient title to
their respective properties that individually or in the aggregate are Material,
including all such properties reflected in the most recent audited balance sheet
referred to in Section 5.5 or purported to have been acquired by the Company or
any Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens prohibited by
this Agreement. All leases that individually or in the aggregate are Material
are valid and subsisting and are in full force and effect in all material
respects.

         5.11.    LICENSES, PERMITS, ETC.

         Except as disclosed in Schedule 5.11,

                                       9
<PAGE>

                  (a)      the Company and its Subsidiaries own or possess all
         licenses, permits, franchises, authorizations, patents, copyrights,
         service marks, trademarks and trade names, or rights thereto, that
         individually or in the aggregate are Material, without known conflict
         with the rights of others;

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

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

         5.12.    COMPLIANCE WITH ERISA.

                  (a)      The Company and each ERISA Affiliate have operated
         and administered each Plan in compliance with all applicable laws
         except for such instances of noncompliance as have not resulted in and
         could not reasonably be expected to result in a Material Adverse
         Effect. Neither the Company nor any ERISA Affiliate has incurred any
         liability pursuant to Title I or IV of ERISA or the penalty or excise
         tax provisions of the Code relating to employee benefit plans (as
         defined in section 3 of ERISA), and no event, transaction or condition
         has occurred or exists that could reasonably be expected to result in
         the incurrence of any such liability by the Company or any ERISA
         Affiliate, or in the imposition of any Lien on any of the rights,
         properties or assets of the Company or any ERISA Affiliate, in either
         case pursuant to Title I or IV of ERISA or to such penalty or excise
         tax provisions or to section 401(a)(29) or section 412 of the Code,
         other than such liabilities or Liens as would not be individually or in
         the aggregate Material.

                  (b)      The present value of the aggregate benefit
         liabilities under each of the Plans (other than Multiemployer Plans),
         determined as of the end of such Plan's most recently ended plan year
         on the basis of the actuarial assumptions specified for funding
         purposes in such Plan's most recent actuarial valuation report, did not
         exceed the aggregate current value of the assets of such Plan allocable
         to such benefit liabilities. The term "BENEFIT LIABILITIES" has the
         meaning specified in section 4001 of ERISA and the terms "CURRENT
         VALUE" and "PRESENT VALUE" have the meaning specified in section 3 of
         ERISA.

                  (c)      The Company and its ERISA Affiliates have not
         incurred withdrawal liabilities (and are not subject to contingent
         withdrawal liabilities) under section 4201 or 4204 of ERISA in respect
         of Multiemployer Plans that individually or in the aggregate are
         Material.

                                       10
<PAGE>

                  (d)      The expected postretirement benefit obligation
         (determined as of the last day of the Company's most recently ended
         fiscal year in accordance with Financial Accounting Standards Board
         Statement No. 106, without regard to liabilities attributable to
         continuation coverage mandated by section 4980B of the Code) of the
         Company and its Subsidiaries is not Material.

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

                  (f)      Schedule 5.12 sets forth all ERISA Affiliates and all
         "employee benefit plans" maintained by the Company (or an "affiliate"
         thereof) or in respect of which the Notes could constitute an "employer
         security" ("employee benefit plan" has the meaning specified in section
         3 of ERISA, "affiliate" has the meaning specified in section 407(d) of
         ERISA and section V of the Department of Labor Prohibited Transaction
         Exemption 95-60 (60 FR 35925, July 12, 1995) and "employer security"
         has the meaning specified in section 407(d) of ERISA).

         5.13.    PRIVATE OFFERING BY THE COMPANY.

         Neither the Company nor anyone acting on its behalf has offered the
Notes or any similar securities for sale to, or solicited any offer to buy any
of the same from, or otherwise approached or negotiated in respect thereof with,
any Person other than the Purchasers and not more than 60 other Institutional
Investors (as defined in clause (c) of the definition of such term), each of
which has been offered the Notes at a private sale for investment. Neither the
Company nor anyone acting on its behalf has taken, or will take, any action that
would subject the issuance or sale of the Notes to the registration requirements
of section 5 of the Securities Act.

         5.14.    USE OF PROCEEDS; MARGIN REGULATIONS.

         The Company will apply the proceeds of the sale of the Notes for
general corporate purposes of the Company and its Subsidiaries, including the
repayment of existing Debt of the Company and its Subsidiaries. No part of the
proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). Margin stock does not
constitute more than 1% of the value of the consolidated assets of the Company
and its

                                       11
<PAGE>

Subsidiaries and the Company does not have any present intention that margin
stock will constitute more than 1% of the value of such assets. As used in this
Section, the terms "MARGIN STOCK" and "PURPOSE OF BUYING OR CARRYING" shall have
the meanings assigned to them in said Regulation U.

         5.15.    EXISTING DEBT; FUTURE LIENS.

                  (a)      Except as described therein, Schedule 5.15 sets forth
         a complete and correct list of all outstanding Debt of the Company and
         its Subsidiaries as of June 28, 2003 or such later dates as set forth
         therein, since which dates there has been no Material increase in the
         amounts or interest rates, no Material increase in the amount or
         frequency of payment of any sinking fund or installment payment or any
         Material shortening of the maturities of the Debt of the Company or its
         Subsidiaries. Neither the Company nor any Subsidiary is in default and
         no waiver of default is currently in effect, in the payment of any
         principal or interest on any Debt of the Company or such Subsidiary and
         no event or condition exists with respect to any Debt of the Company or
         any Subsidiary that would permit (or that with notice or the lapse of
         time, or both, would permit) one or more Persons to cause such Debt to
         become due and payable before its stated maturity or before its
         regularly scheduled dates of payment.

                  (b)      Except as disclosed in Schedule 5.15, neither the
         Company nor any Subsidiary has agreed or consented to cause or permit
         in the future (upon the happening of a contingency or otherwise) any of
         its property, whether now owned or hereafter acquired, to be subject to
         a Lien not permitted by Section 10.7.

         5.16.    FOREIGN ASSETS CONTROL REGULATIONS, ETC.

         Neither the sale of the Notes by the Company hereunder nor its use of
the proceeds thereof will violate (a) the Trading with the Enemy Act, as
amended, or (b) any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto. Without limiting the
foregoing, neither the Company nor any Subsidiary (i) is or will become a
blocked Person described by Section 1 of Executive Order 13224 of September 24,
2001, Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism (31 CFR Part 595 et seq.) or (ii) to
the knowledge of the Company, engages or will engage in any dealings or
transactions, or is otherwise associated, with any such Person.

         5.17.    STATUS UNDER CERTAIN STATUTES.

         Neither the Company nor any Subsidiary is (a) subject to regulation
under the Investment Company Act of 1940, as amended, the Public Utility Holding
Company Act of 1935, as amended, or the Federal Power Act, as amended or (b) in
violation of the USA Patriot Act.

         5.18.    ENVIRONMENTAL MATTERS.

                                       12
<PAGE>

         Except as disclosed in Schedule 5.18, neither the Company nor any
Subsidiary has knowledge of any claim or has received any notice of any claim,
and no proceeding has been instituted raising any claim against the Company or
any of its Subsidiaries or any of their respective real properties or other
assets now or formerly owned, leased or operated by any of them, alleging any
damage to the environment or violation of any Environmental Laws, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect. Except as otherwise disclosed to each Purchaser in writing,

                  (a)      neither the Company nor any Subsidiary has knowledge
         of any facts which would give rise to any claim, public or private, of
         violation of Environmental Laws or damage to the environment emanating
         from, occurring on or in any way related to real properties now or
         formerly owned, leased or operated by any of them or to other assets or
         their use, except, in each case, such as could not reasonably be
         expected to result in a Material Adverse Effect;

                  (b)      neither the Company nor any of its Subsidiaries has
         stored any Hazardous Materials on real properties now or formerly
         owned, leased or operated by any of them and has not disposed of any
         Hazardous Materials in a manner contrary to any Environmental Laws in
         each case in any manner that could reasonably be expected to result in
         a Material Adverse Effect; and

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

         5.19.    BANK CREDIT AGREEMENT REPRESENTATIONS.

         Each of the representations and warranties set forth in Article IV of
the Bank Credit Agreement is true and correct in all Material respects on and as
of the date of the Closing.

6.       REPRESENTATIONS OF THE PURCHASERS.

         6.1.     PURCHASE FOR INVESTMENT.

         Each Purchaser represents that (a) it is an institutional accredited
investor (as the term "accredited investor" is defined in Rule 501 of Regulation
D under the Securities Act); (b) it is purchasing the Notes for its own account
or for one or more separate accounts or investment funds maintained or managed
by such Purchaser or for the account of one or more pension or trust funds over
which such Purchaser has investment discretion; (c) it is not purchasing the
Notes with a view to the distribution thereof, provided that the disposition of
such Purchaser's property shall at all times be within such Purchaser's control.
Each Purchaser understands that the Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under

                                       13
<PAGE>

circumstances where neither such registration nor such an exemption is required
by law, and that the Company is not required to register the Notes under the
Securities Act; and (d) it has not been organized, reorganized or recapitalized
specifically for the purpose of investing in the Notes.

         6.2.     SOURCE OF FUNDS.

         Each Purchaser represents that at least one of the following statements
is an accurate representation as to each source of funds (a "SOURCE") to be used
by such Purchaser to pay the purchase price of the Notes to be purchased by such
Purchaser hereunder:

                  (a)      the Source is an "insurance company general account,"
         as such term is defined in the Department of Labor Prohibited
         Transaction Class Exemption ("PTE") 95-60 (issued July 12, 1995), and
         there is no plan with respect to which the aggregate amount of such
         general account's reserves and liabilities for the contracts held by or
         on behalf of such plan and all other plans maintained by the same
         employer (and affiliates thereof as defined in section V(a)(1) of PTE
         95-60) or by the same employee organization (in each case determined in
         accordance with PTE 95-60) exceeds 10% of the total of all reserves and
         liabilities of such general account (determined in accordance with PTE
         95-60, exclusive of separate account liabilities), plus any applicable
         surplus as of the date of the Closing; or

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

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

                  (d)      the Source constitutes assets of an "investment fund"
         (within the meaning of part V of the QPAM Exemption) managed by a
         "qualified professional asset manager" or "QPAM" (within the meaning of
         part V of the QPAM Exemption), no employee benefit plan's assets that
         are included in such investment fund, when combined with the assets of
         all other employee benefit plans established or maintained by the same
         employer or by an affiliate (within

                                       14
<PAGE>

         the meaning of section V(c)(1) of the QPAM Exemption) of such employer
         or by the same employee organization and managed by such QPAM, exceed
         20% of the total client assets managed by such QPAM, the conditions of
         part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM
         nor a person controlling or controlled by the QPAM (applying the
         definition of "control" in section V(e) of the QPAM Exemption) owns a
         5% or greater interest in the Company and (i) the identity of such QPAM
         and (ii) the names of all employee benefit plans whose assets are
         included in such investment fund have been disclosed to the Company in
         writing pursuant to this paragraph (d); or

                  (e)      the Source constitutes assets of a "plan(s)" (within
         the meaning of section IV of PTE 96-23 (the "INHAM EXEMPTION")) managed
         by an "in-house asset manager" or "INHAM" (within the meaning of part
         IV of the INHAM exemption), the conditions of part I(a), (g) and (h) of
         the INHAM Exemption are satisfied, neither the INHAM nor a person
         controlling or controlled by the INHAM (applying the definition of
         "control" in section IV(d) of the INHAM Exemption) owns a 5% or greater
         interest in the Company and (i) the identity of such INHAM and (ii) the
         name(s) of the employee benefit plan(s) whose assets constitute the
         Source have been disclosed to the Company in writing pursuant to this
         paragraph (e); or

                  (f)      the Source is a governmental plan; or

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

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

         If any Purchaser or any subsequent transferee of the Notes notifies the
Company in writing that such Purchaser or such transferee is relying on any
representation contained in paragraphs (c), (d), (e), or (g) above, the Company
shall deliver on the date of Closing and on the date of any applicable transfer,
a certificate, which shall either state that (i) it is neither a "party in
interest" (as defined in Title I, section 3(14) of ERISA) nor a "disqualified
person" (as defined in section 4975(e)(2) of the Code), with respect to any plan
identified pursuant to paragraphs (c), (e) or (g) above, or (ii) with respect to
any plan identified pursuant to paragraph (d) above, neither it nor any
"affiliate" (as defined in section V(c) of the QPAM Exemption) has at such time,
and during the immediately preceding one year, exercised the authority to
appoint or terminate said QPAM as manager of any plan identified in writing
pursuant to paragraph (d) above or to negotiate the terms of said QPAM's
management agreement on behalf of any such identified plan. As used in this
Section 6.2, the terms "employee benefit plan" and "separate account" shall have
the respective meanings assigned to such terms in section 3 of ERISA.

                                       15
<PAGE>

7.       INFORMATION AS TO COMPANY.

         7.1.     FINANCIAL AND BUSINESS INFORMATION.

         The Company shall deliver to each holder of Notes that is an
Institutional Investor:

                  (a)      Quarterly Statements -- within 45 days after the end
         of each quarterly fiscal period in each fiscal year of the Company
         (other than the last quarterly fiscal period of each such fiscal year),
         duplicate copies of,

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

                           (ii)     consolidated statements of income, changes
                  in shareholders' equity and cash flows of the Company and its
                  Subsidiaries, for such quarter and (in the case of the second
                  and third quarters) for the portion of the fiscal year ending
                  with such quarter,

setting forth in each case in comparative form the figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, prepared in
accordance with GAAP applicable to quarterly financial statements generally, and
certified by a Senior Financial Officer as fairly presenting, in all material
respects, the consolidated financial position of the companies being reported on
and their consolidated results of operations and cash flows, subject to changes
resulting from year-end adjustments, provided that delivery within the time
period specified above of copies of the Company's Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with the
Securities and Exchange Commission shall be deemed to satisfy the requirements
of this Section 7.1(a);

                  (b)      Annual Statements -- within 90 days after the end of
         each fiscal year of the Company, duplicate copies of,

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

                           (ii)     consolidated statements of income, changes
                  in shareholders' equity and cash flows of the Company and its
                  Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied by:

                                    (A)      an opinion thereon of independent
                           certified public accountants of recognized national
                           standing, which opinion shall state that such
                           financial statements (together with the footnotes
                           thereto) present fairly, in all material respects,
                           the consolidated

                                       16
<PAGE>

                           financial position of the companies being reported
                           upon and their consolidated results of operations and
                           cash flows and have been prepared in conformity with
                           GAAP, and that the examination of such accountants in
                           connection with such financial statements has been
                           made in accordance with generally accepted auditing
                           standards, and that such audit provides a reasonable
                           basis for such opinion in the circumstances; and

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

provided that the delivery within the time period specified above of the
Company's Annual Report on Form 10-K for such fiscal year (together with the
Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3
under the Exchange Act) prepared in accordance with the requirements therefor
and filed with the Securities and Exchange Commission, together with the
accountant's certificate described in clause (B) above, shall be deemed to
satisfy the requirements of this Section 7.1(b);

                  (c)      SEC and Other Reports -- promptly upon their becoming
         available, one copy of each Form 8-K, each periodic report, and each
         prospectus and all amendments thereto filed by the Company or any
         Subsidiary with the Securities and Exchange Commission;

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

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

                                       17
<PAGE>

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

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

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

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

                  (g)      Bank Credit Agreement -- to the extent not provided
         above in this Section 7.1, all reports, statements, certificates,
         notices or other writings required to be delivered pursuant to Section
         6.02 of the Bank Credit Agreement only so long as the Bank Credit
         Agreement (or any equivalent provision following any amendment or
         refinancing of the original Bank Credit Agreement) remains operative
         within the times required therein;

                  (h)      Interest Rate Notice -- promptly, and in any event
         within 5 days of any change in the Prime Rate (to the extent there are
         any Prime Rate Loans outstanding) and within 5 days after the
         commencement of any Interest Period, evidence in reasonable detail
         (which shall not be binding on the holders of the Notes) of the
         computation of the interest rate applicable to such Interest Period;
         and

                  (i)      Requested Information -- with reasonable promptness,
         such other data and information relating to the business, operations,
         affairs, financial

                                       18
<PAGE>

         condition, assets or properties of the Company or any of its
         Subsidiaries or relating to the ability of any Obligor to perform its
         obligations under the Financing Documents to which it is a party as
         from time to time may be reasonably requested by any such holder of
         Notes.

         7.2.     OFFICER'S CERTIFICATE.

         Each set of financial statements delivered to a holder of Notes
pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a
certificate of a Senior Financial Officer setting forth:

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

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

         7.3.     INSPECTION.

         The Company shall permit the representatives of each holder of Notes
that is an Institutional Investor:

                  (a)      No Default -- if no Default or Event of Default then
         exists, at the expense of such holder and upon reasonable prior notice
         to the Company, to visit the principal executive office of the Company,
         to discuss the affairs, finances and accounts of the Company and its
         Subsidiaries with the Company's officers, and with the consent of the
         Company (which consent will not be unreasonably withheld) its
         independent public accountants, and (with the consent of the Company,
         which consent will not be unreasonably withheld) to visit the other
         offices and properties of the Company and each Subsidiary, all at such
         reasonable times and as often as may be reasonably requested in
         writing; and

                                       19
<PAGE>

                  (b)      Default -- if a Default or Event of Default then
         exists, at the expense of the Company to visit and inspect any of the
         offices or properties of the Company or any Subsidiary, to examine all
         their respective books of account, records, reports and other papers,
         to make copies and extracts therefrom, and to discuss their respective
         affairs, finances and accounts with their respective officers and
         independent public accountants (and by this provision the Company
         authorizes said accountants to discuss the affairs, finances and
         accounts of the Company and its Subsidiaries), all at such times and as
         often as may be requested.

8.       PAYMENT OF THE NOTES; INTEREST RATES.

         8.1.     PAYMENT AT MATURITY.

         The outstanding principal amount, if any, of (i) the Series A Notes
shall be repaid by the Company, at par and without payment of the Make-Whole
Amount or any premium, on December 4, 2013, and (ii) the Series B Notes shall be
repaid by the Company, at par and without payment of the Breakage Cost Indemnity
or any premium, on December 4, 2013.

         8.2.     OPTIONAL PREPAYMENTS.

                  (a)      Series A Notes. The Company may, at its option, upon
         notice as provided below, prepay at any time all, or from time to time
         any part of, the Series A Notes (but if in part, in an amount not less
         than $5,000,000 or such lesser amount of the Series A Notes as shall
         then be outstanding), at 100% of the principal amount so prepaid, plus
         the Make-Whole Amount determined for the prepayment date with respect
         to such principal amount. The Company will give each holder of Series A
         Notes written notice of each optional prepayment under this Section
         8.2(a) not less than 30 days and not more than 60 days prior to the
         date fixed for such prepayment. Each such notice shall specify such
         date, the aggregate principal amount of the Series A Notes to be
         prepaid on such date, the principal amount of each Series A Note held
         by such holder to be prepaid (determined in accordance with Section
         8.6), and the interest to be paid on the prepayment date with respect
         to such principal amount being prepaid, and shall be accompanied by a
         certificate of a Senior Financial Officer as to the estimated
         Make-Whole Amount due in connection with such prepayment (calculated as
         if the date of such notice were the date of the prepayment), setting
         forth the details of such computation. Two Business Days prior to such
         prepayment, the Company shall deliver to each holder of Series A Notes
         a certificate of a Senior Financial Officer specifying the calculation
         of such Make-Whole Amount as of the specified prepayment date.

                  (b)      Series B Notes. On or before the second anniversary
         of the date of the Closing and so long as no Default or Event of
         Default is continuing, the Company may not prepay the outstanding
         principal balance of the Series B Notes in whole or in part. At any
         time after the second anniversary of the date of

                                       20
<PAGE>

         Closing or while a Default or an Event of Default is continuing, the
         Company may, at its option, upon notice as provided below, prepay at
         any time all, or from time to time any part of, the Series B Notes (but
         if in part, in an amount not less than $5,000,000 or such lesser amount
         of the Series B Notes as shall then be outstanding), at 100% of the
         principal amount so prepaid, and if such prepayment is made on any date
         other than the last day of the applicable Interest Period for any
         Series B Note, any Breakage Cost Indemnity in respect thereof.

                  (c)      Notice of Prepayment. The Company will give each
         holder of the Series B Notes written notice of each optional prepayment
         under Section 8.2(b), not less than (i) three (3) Business Days in the
         case of any LIBOR-Based Loan, and (ii) one (1) Business Day in the case
         of any Prime Rate Loan, and not more than 30 days prior to the date
         fixed for such prepayment. Each such notice shall specify the
         prepayment date, the aggregate principal amount of the Series B Notes
         to be prepaid on such date, the principal amount of each Series B Rate
         Note held by such holder to be prepaid (determined in accordance with
         Section 8.6), and the interest to be paid on the prepayment date with
         respect to such principal amount being prepaid, and shall affirm the
         Company's obligation to pay Breakage Cost Indemnity to each holder of
         the Series B Notes upon receipt from each holder of the certificates
         contemplated by Section 8. 11(b).

         8.3.     PREPAYMENT OF NOTES UPON CHANGE IN CONTROL.

                  (a)      Notice of Change in Control or Control Event. The
         Company will, within five Business Days after any Responsible Officer
         has knowledge of the occurrence of any Change in Control or Control
         Event, give written notice of such Change in Control or Control Event
         to each holder of Notes. In the case that a Change in Control has
         occurred, such notice shall contain and constitute an offer to prepay
         Notes as described in subparagraph (b) of this Section 8.3 and shall be
         accompanied by the certificate described in subparagraph (e) of this
         Section 8.3.

                  (b)      Offer to Prepay Notes. The offer to prepay Notes
         contemplated by subparagraph (a) of this Section 8.3 shall be an offer
         to prepay, in accordance with and subject to this Section 8.3, all, but
         not less than all, of the Notes held by each holder (in this case only,
         "holder" in respect of any Note registered in the name of a nominee for
         a disclosed beneficial owner shall mean such beneficial owner) on a
         date specified in such offer (the "CHANGE IN CONTROL PREPAYMENT DATE")
         that is not less than 60 days and not more than 90 days after the date
         of such offer (if the Change in Control Prepayment Date shall not be
         specified in such offer, the Change in Control Prepayment Date shall be
         the 75th day after the date of such offer).

                  (c)      Acceptance; Rejection. A holder of Notes may accept
         the offer to prepay made pursuant to this Section 8.3 by causing a
         notice of such acceptance to be delivered to the Company not more than
         30 days after the date the written offer notice referred to in
         subsection (a) of this Section 8.3 is given to the holders

                                       21
<PAGE>

         of the Notes. A failure by a holder of Notes to respond to an offer to
         prepay made pursuant to this Section 8.3 shall be deemed to constitute
         acceptance of such offer by such holder.

                  (d)      Prepayment. Prepayment of the Notes to be prepaid
         pursuant to this Section 8.3 shall be (i) with respect to the Series A
         Notes, at 100% of the principal amount of such Series A Notes so
         prepaid, plus the Modified Make-Whole Amount, if any, with respect
         thereto, together with interest on such Series A Notes accrued to the
         applicable Change in Control Prepayment Date; and (ii) with respect to
         the Series B Notes, at 100% of the principal amount of such Series B
         Notes so prepaid, plus (subject to Section 8.7) the Breakage Cost
         Indemnity, if any, with respect thereto, together with interest on such
         Series B Notes accrued to the applicable Change in Control Prepayment
         Date. Two Business Days preceding each applicable Change in Control
         Prepayment Date, the Company shall deliver to each holder of Series A
         Notes being prepaid a certificate of a Senior Financial Officer showing
         the Modified Make-Whole Amount due in connection with such prepayment
         and setting forth, in reasonable detail, the details of the computation
         of such amount. Each prepayment of Notes pursuant to this Section 8.3
         shall be made on the applicable Change in Control Prepayment Date.

                  (e)      Officer's Certificate. Each offer to prepay the Notes
         pursuant to this Section 8.3 shall be accompanied by a certificate,
         executed by a Senior Financial Officer of the Company and dated the
         date of such offer, specifying: (i) the proposed Change in Control
         Prepayment Date; (ii) that such offer is made pursuant to this Section
         8.3; (iii) the principal amount of each Note offered to be prepaid;
         (iv) the estimated Modified Make-Whole Amount, in the case of the
         Series A Notes, if any, due in connection with such prepayment
         (calculated as if the Change in Control Prepayment Date were the date
         of such offer), setting forth, in reasonable detail, the details of
         such computation; (v) the interest that would be due on each Note
         offered to be prepaid as of the Change in Control Prepayment Date; (vi)
         that the conditions of this Section 8.3 have been fulfilled; and (vii)
         in reasonable detail, the nature and date of the Change in Control
         (including, if known, the name or names of the Person or Persons
         acquiring control).

                  (f)      "Change in Control" Defined." A "CHANGE IN CONTROL"
         shall occur if any Person or group of Persons acting in concert,
         together with Affiliates thereof, shall in the aggregate, directly or
         indirectly, control or own (beneficially or otherwise) more than 50% of
         the issued and outstanding Voting Stock of the Company at any time
         after the date of Closing or shall otherwise have the ability to elect
         a majority of the members of the board of directors of the Company.

                  (g)      "Control Event" Defined. "CONTROL EVENT" means: (i)
         the execution by the Company or any of its Subsidiaries or Affiliates
         of any agreement or letter of intent with respect to any proposed
         transaction or event or series of transactions or events which,
         individually or in the aggregate, may

                                       22
<PAGE>

         reasonably be expected to result in a Change in Control, or (ii) the
         execution of any written agreement which, when fully performed by the
         parties thereto, would result in a Change in Control.

         8.4.     OFFER TO PREPAY UPON THE SALE OF CERTAIN ASSETS.

                  (a)      Notice and Offer. In the event of any Debt Prepayment
         Application under Section 10.3, the Obligors will, within ten (10) days
         of the occurrence of the Asset Disposition (a "DEBT PREPAYMENT
         TRANSFER") in respect of which an offer to prepay the Notes is being
         made to comply with the provisions for a Debt Prepayment Application
         (as set forth in the definition thereof), give written notice of such
         Debt Prepayment Transfer to each holder of Notes. Such written notice
         shall contain, and such written notice shall constitute, an irrevocable
         offer (the "TRANSFER PREPAYMENT OFFER") to prepay, at the election of
         each holder, a portion of the Notes held by such holder equal to such
         holder's Ratable Portion of the Net Proceeds in respect of such Debt
         Prepayment Transfer on a date specified in such notice (the "TRANSFER
         PREPAYMENT DATE") that is not less than thirty (30) days and not more
         than sixty (60) days after the date of such notice, together with
         interest on the amount to be so prepaid accrued to the Transfer
         Prepayment Date and (x) with respect to the Series A Notes, the
         Make-Whole Amount, if any, with respect thereto and (y) with respect to
         the Series B Notes, the Breakage Cost Indemnity, if any, with respect
         thereto. If the Transfer Prepayment Date shall not be specified in such
         notice, the Transfer Prepayment Date shall be the fortieth (40th) day
         after the date of such notice.

                  (b)      Acceptance and Payment. To accept such Transfer
         Prepayment Offer, a holder of Notes shall cause a notice of such
         acceptance to be delivered to the Company not later than twenty (20)
         days after the date of such written notice from the Obligors, provided,
         that failure to accept such offer in writing within twenty (20) days
         after the date of such written notice shall be deemed to constitute an
         acceptance of the Transfer Prepayment Offer. If so accepted by any
         holder of a Note, such offered prepayment (equal to or not less than
         such holder's Ratable Portion of the Net Proceeds in respect of such
         Debt Prepayment Transfer) shall be due and payable on the Transfer
         Prepayment Date. Such offered prepayment shall be made at one hundred
         percent (100%) of the principal amount of such Notes being so prepaid,
         together with interest on such principal amount then being prepaid
         accrued to the Transfer Prepayment Date and the Make-Whole Amount
         and/or Breakage Cost Indemnity, as the case may be.

                  (c)      Officer's Certificate. Each offer to prepay the Notes
         pursuant to this Section 8.4 shall be accompanied by a certificate,
         executed by a Senior Financial Officer of the Company and dated the
         date of such offer, specifying (i) the Transfer Prepayment Date, (ii)
         the Net Proceeds in respect of the applicable Debt Prepayment Transfer,
         (iii) that such offer is being made pursuant to Section 8.4 and Section
         10.3, (iv) the principal amount of each Note offered to be prepaid, (v)
         the interest that would be due on each Note offered to be prepaid,
         accrued to the

                                       23
<PAGE>

         Transfer Prepayment Date, (vi) the estimated Make-Whole Amount due in
         respect of each Series A Note (calculated as if the date of the notice
         containing the Transfer Prepayment Offer were the date of prepayment),
         and (vi) in reasonable detail, the nature of the Transfer giving rise
         to such Debt Prepayment Transfer and certifying that no Default or
         Event of Default exists or would exist after giving effect to the
         prepayment contemplated by such offer.

                  (d)      Notice Concerning Status of Holders of Notes.
         Promptly after each Transfer Prepayment Date and the making of all
         prepayments contemplated on such Transfer Prepayment Date under this
         Section 8.4 (and, in any event, within thirty (30) days thereafter),
         the Company shall deliver to each holder of Notes a certificate signed
         by a Senior Financial Officer of the Company containing a list of the
         then current holders of Notes (together with their addresses) and
         setting forth as to each such holder the outstanding principal amount
         of Notes held by such holder at such time.

         8.5.     OFFER TO PREPAY UPON MATERIAL PAYDOWN UNDER BANK CREDIT
                  AGREEMENT.

                  (a)      Notice and Offer. Simultaneously with any Material
         Paydown, the Company will give written notice of such Material Paydown
         to each holder of Notes. Such written notice shall contain, and such
         written notice shall constitute, an irrevocable offer (the "MATERIAL
         PAYDOWN PREPAYMENT OFFER") to prepay, at the election of each holder,
         the portion of such Notes that bears the same relationship to the
         aggregate principal amount of such Notes as such Material Paydown bears
         to the aggregate amount of Debt outstanding under the Bank Credit
         Agreement immediately prior to such Material Paydown on a date
         specified in such notice (the "MATERIAL PAYDOWN PREPAYMENT DATE") that
         is not less than six (6) Business Days and not more than ten (10)
         Business Days after the date of such notice, together with interest on
         the amount to be so prepaid accrued to the Material Paydown Prepayment
         Date and (x) with respect to the Series A Notes, the Make-Whole Amount,
         if any, with respect thereto and (y) with respect to the Series B
         Notes, the Breakage Cost Indemnity, if any, with respect thereto. If
         the Material Paydown Prepayment Date shall not be specified in such
         notice, the Material Paydown Prepayment Date shall be the tenth (10th)
         day after the date of such notice.

                  (b)      Acceptance and Payment. To accept or reject such
         Material Paydown Prepayment Offer, a holder of Notes shall cause a
         notice of such acceptance or rejection to be delivered to the Company
         not later than five (5) Business Days after the date of such written
         notice from the Company, provided, that failure to accept or reject
         such offer in writing within five (5) Business Days after the date of
         such written notice shall be deemed to constitute an acceptance of the
         Material Paydown Prepayment Offer. If so accepted by any holder of a
         Note, such offered prepayment shall be due and payable on the Material
         Paydown Prepayment Date. Such offered prepayment shall be made at one
         hundred percent (100%) of the

                                       24
<PAGE>

         principal amount of such Notes being so prepaid, together with interest
         on such principal amount then being prepaid accrued to the Material
         Paydown Prepayment Date and the Make-Whole Amount and/or Breakage Cost
         Indemnity, as the case may be.

                  (c)      Officer's Certificate. Each offer to prepay the Notes
         pursuant to this Section 8.5 shall be accompanied by a certificate,
         executed by a Senior Financial Officer of the Company and dated the
         date of such offer, specifying (i) the Material Paydown Prepayment
         Date, (ii) the date and amount of the Material Paydown, (iii) that such
         offer is being made pursuant to this Section 8.5, (iv) the principal
         amount of each Note offered to be prepaid, (v) the interest that would
         be due on each Note offered to be prepaid, accrued to the Material
         Paydown Prepayment Date, and (vi) the estimated Make-Whole Amount due
         in respect of each Series A Note (calculated as if the date of the
         notice containing the Material Paydown Prepayment Offer were the date
         of prepayment).

                  (d)      Remedies. Nothing set forth in this Section 8.5 shall
         constitute a waiver of, or otherwise prejudice the exercise of, any
         right or remedy of any holder of Notes under Section 12 and at law.

         8.6.     ALLOCATION OF PARTIAL PREPAYMENTS.

                  (a)      In the case of each partial prepayment of the Notes
         pursuant to Section 8.2, on or before the second anniversary of the
         date of Closing and so long as no Default or Event of Default is
         continuing, such prepayment shall be applied only to the Series A
         Notes, and such prepayment shall be allocated among all of the Series A
         Notes at the time outstanding in proportion, as nearly as practicable,
         to the respective unpaid principal amounts thereof not theretofore
         called for prepayment.

                  (b)      Except as set forth in clause (c) of this Section
         8.6, in the case of each partial prepayment of the Notes pursuant to
         Section 8.2 by the Company after the second anniversary of the date of
         Closing, the principal amount of the Series A Notes and Series B Notes
         to be prepaid shall be allocated between the two Series (but not within
         each such Series) as designated by the Company, and among all of the
         Notes of each such Series (to the extent of the amount designated by
         the Company to prepay such Series) at the time outstanding in
         proportion, as nearly as practicable, to the respective unpaid
         principal amounts thereof not theretofore called for prepayment.

                  (c)      In the case of each partial prepayment of the Notes
         pursuant to Section 8.2 by the Company while a Default or Event of
         Default is continuing, the principal amount of the Series A Notes

                                       25
<PAGE>

         and Series B Notes to be prepaid shall be allocated between the two
         Series, and among all of the Notes of each such Series at the time
         outstanding, in proportion, as nearly as practicable, to the respective
         unpaid principal amounts thereof not theretofore called for prepayment.

         8.7.     MATURITY; SURRENDER, ETC.

         In the case of each prepayment of Notes pursuant to this Section 8, the
principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and, in the case of the Series A Notes,
the applicable Make-Whole Amount or Modified Make-Whole Amount, as the case may
be, if any. In addition, on such date, the Company shall pay Breakage Cost
Indemnity to each holder of the Series B Notes that has delivered to the Company
the certificate contemplated by Section 8.11(b) on or prior to such date (and
shall promptly pay Breakage Cost Indemnity to each holder of Notes that shall
deliver such certificate thereafter). From and after such date, unless the
Company shall fail to pay such principal amount when so due and payable,
together with the interest and Make-Whole Amount, Modified Make-Whole Amount or
Breakage Cost Indemnity (to the extent of the amounts specified in such
certificate delivered to the Company on or prior to such date), if any, as
aforesaid, interest on such principal amount shall cease to accrue. Any Note
paid or prepaid in full shall be surrendered to the Company and cancelled and
shall not be reissued, and no Note shall be issued in lieu of any prepaid
principal amount of any Note.

         8.8.     PURCHASE OF NOTES.

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

         8.9.     MAKE-WHOLE AMOUNT; MODIFIED MAKE-WHOLE AMOUNT.

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

         "CALLED PRINCIPAL" means, with respect to any Series A Note, the
principal of such Series A Note that is to be prepaid pursuant to Section 8.2,
Section 8.3, Section 8.4

                                       26
<PAGE>

or Section 8.5 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.

         "DISCOUNTED VALUE" means, with respect to the Called Principal of any
Series A Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled
due dates to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Series A Notes is
payable) equal to the Reinvestment Yield with respect to such Called Principal.

         "REINVESTMENT YIELD" means, with respect to the Called Principal of any
Series A Note, 0.50% over the yield to maturity implied by (i) the yields
reported, as of 10:00 A.M. (New York City time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as "Page PX1" on the Bloomberg Financial Market Service (or
such other display as may replace Page PX1 on Bloomberg Financial Market
Service) for actively traded U.S. Treasury securities having a maturity equal to
the Remaining Average Life of such Series A Called Principal as of such
Settlement Date, or (ii) if such yields are not reported as of such time or the
yields reported as of such time are not ascertainable, the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded U.S.
Treasury security with the maturity closest to and greater than the Remaining
Average Life and (2) the actively traded U.S. Treasury security with the
maturity closest to and less than the Remaining Average Life. The Reinvestment
Yield will be rounded to two decimal places.

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

         "REMAINING SCHEDULED PAYMENTS" means, with respect to the Called
Principal of any Series A Note, all payments of such Called Principal and
interest thereon that would be due after the Settlement Date with respect to
such Called Principal if no payment of such Called Principal were made prior to
its scheduled due date, provided that if such Settlement Date is not a date on
which interest payments are due to be made under the terms of the Series A
Notes, then the amount of the next succeeding scheduled

                                       27
<PAGE>

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, Section 8.3, Section 8.4, Section 8.5 or Section 12.1.

         "SETTLEMENT DATE" means, with respect to the Called Principal of any
Series A Note, the date on which such Called Principal is to be prepaid pursuant
to Section 8.2, Section 8.3, Section 8.4 or Section 8.5 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.

         The term "MODIFIED MAKE-WHOLE AMOUNT" means, with respect to any Series
A Note, the Make-Whole Amount therefor calculated on the basis of a
"Reinvestment Yield" in which "0.75%" has been substituted for "0.50%." In the
event that the Company shall incorrectly compute any Make-Whole Amount or any
Modified Make-Whole Amount payable in connection with any Series A Note to be
prepaid, neither the Company nor any holder of any Series A Note shall be bound
by such incorrect computation, but instead, shall be entitled to receive an
amount equal to the correct Make-Whole Amount or Modified Make-Whole Amount (or
a refund, in the case of the Company), as the case may be, computed in
compliance with the terms of this Agreement.

         8.10.    INTEREST RATE AND INTEREST PAYMENT DATES.

                  (a)      Series A Notes. Subject to the next succeeding
         sentence, each Series A Note shall bear interest on the outstanding
         principal amount thereof at the rate of five and seventy-one one
         hundredths of one percent (5.71%) per annum and such interest shall be
         payable to the holders of the Series A Notes, in arrears, semi-annually
         on the 4th day of December and June in each year, commencing on June 4,
         2004, until the principal amount of the Series A Notes in respect of
         which such interest shall have accrued shall become due and payable,
         all as more particularly set forth in the Series A Notes. While an
         Event of Default is continuing, interest on the Series A Notes shall be
         payable at the rate set forth in Section 8.10(c)(i) and shall be
         payable quarterly on the first Business Day of each January, April,
         July and October of each year (or such shorter intervals as interest
         may be paid under the Bank Credit Agreement in such circumstances).

                  (b)      Series B Notes.

                           (i)      Interest Rate. Subject to Section
                  8.10(b)(iv), Section 8.10 (c)(i) and Section 8.11, the
                  outstanding principal amount of each Series B Note shall bear
                  interest, for each Interest Period, at the relevant LIBOR Rate
                  for such Interest Period. No LIBOR-Based Loan may be requested
                  or continued as such when any Default or Event of Default has
                  occurred and is continuing, but shall be automatically
                  converted to a Prime Rate Loan on the last day of the first
                  Interest Period relating thereto ending during the continuance
                  of any such Default or Event of Default. While an Event of
                  Default is continuing, interest on the Series B Notes shall be

                                       28
<PAGE>

                  payable at the rate set forth in Section 8.10(c)(i) and shall
                  be payable quarterly on the first Business Day of each
                  January, April, July and October of each year (or such shorter
                  intervals as interest may be paid under the Bank Credit
                  Agreement in such circumstances).

                           (ii)     Calculation of Interest. Interest on the
                  Series B Notes shall be calculated on the basis of a 360 day
                  year and the actual number of days elapsed, calculated as to
                  each Interest Period or other period during which interest
                  accrues from and including the first day thereof to but
                  excluding the last day thereof.

                           (iii)    Payment of Interest. Interest on each Series
                  B Note shall be payable on the last Business Day of each
                  applicable Interest Period.

                           (iv)     Inability to Determine LIBOR Rate. If, prior
                  to the first Business Day of any Interest Period, the Required
                  Series B Noteholders, or their designated agent, shall have
                  reasonably determined (which determination shall be conclusive
                  and binding upon the Company) that, by reason of circumstances
                  affecting the relevant market, adequate and reasonable means
                  do not exist for ascertaining the LIBOR Rate for such Interest
                  Period or if the basis for determining such rate ceases to be
                  reported on Bloomberg page BBAM (or such other service as has
                  been nominated by the British Bankers' Association as an
                  authorized information vendor for purposes of displaying the
                  basis for determining such rate), then the Required Series B
                  Noteholders shall forthwith give notice thereof to the
                  Company. If such notice is given, (A) the interest rate
                  applicable to all LIBOR-Based Loans for such Interest Period
                  shall be the Prime Rate, determined and effective as of the
                  first day of such Interest Period, (B) each reference herein
                  and in the Series B Notes to the "LIBOR Rate" shall be deemed
                  thereafter to be a reference to the Prime Rate, and (C)
                  subject to clause (v) below, such substituted rate shall
                  thereafter be determined by the Required Series B Noteholders
                  in accordance with the terms hereof. Until such notice shall
                  have been withdrawn by the Required Series B Noteholders, the
                  LIBOR Rate (defined without giving effect to clause (B) of
                  this clause (iv)) shall not apply to any LIBOR-Based Loan.

                           (v)      Reinstatement of LIBOR Rate. If there has
                  been at any time an interest rate substituted for the LIBOR
                  Rate in accordance with clause (iv) above, and thereafter, in
                  the reasonable opinion of the Required Series B Noteholders,
                  the circumstances causing such substitution have ceased, then
                  the Required Series B Noteholders shall promptly notify the
                  Company in writing of such cessation, and on the first day of
                  the next succeeding Interest Period the LIBOR Rate shall be
                  determined as originally defined hereby. Nevertheless, the
                  provisions of clause (iv) above shall continue to be
                  effective.

                                       29
<PAGE>

                  (c)      Default Rate; Overdue Amounts.

                           (i)      Increase in Interest Rate; Event of Default.
                  Upon the occurrence of an Event of Default, the outstanding
                  principal amount of each Note shall bear interest from and
                  including the date of the occurrence of such Event of Default
                  to, but excluding, the date when no Event of Default shall be
                  continuing, at a rate per annum equal to the greater of (1)
                  the interest rate otherwise in effect with respect to such
                  Note plus two percent (2%) per annum or (2) the rate of
                  interest publicly announced by The Bank of New York in New
                  York, New York (or its successor) as its "base" or "prime"
                  rate plus two percent (2%) per annum.

                           (ii)     Interest and Other Amounts. Any overdue
                  payment of interest on the outstanding principal amount of any
                  Notes, and any other overdue amount payable in accordance with
                  the terms of the Financing Documents (regardless of whether
                  the failure to make such payment constitutes an Event of
                  Default), shall bear interest, payable on demand, for each day
                  from and including the date payment thereof was due to the
                  date of actual payment, at a rate per annum equal to the
                  greater of (1) the highest interest rate in effect from time
                  to time with respect to any Note then outstanding prior to the
                  occurrence of an Event of Default plus two percent (2%) per
                  annum, and (2) the rate of interest publicly announced at such
                  time by The Bank of New York (or its successor) as its "base"
                  or "prime" rate plus two percent (2%) per annum.

         8.11.    YIELD PROTECTION AND ILLEGALITY.

                  (a)      Illegality.

                           (i)      Notwithstanding any other provision of this
                  Agreement, if, after the date hereof, any change in any law or
                  regulation or in the interpretation thereof by any
                  Governmental Authority charged with the administration or
                  interpretation thereof shall make it unlawful for any holder
                  of the Series B Notes to maintain any LIBOR-Based Loan or to
                  give effect to its obligations as contemplated hereby with
                  respect to any LIBOR-Based Loan, then by written notice to the
                  Company:

                                    (A)      such holder shall promptly notify
                           the Company of such circumstances, including a
                           description of and the effective date of such law,
                           regulation or interpretation (which notice shall be
                           withdrawn whenever such circumstances no longer
                           exist);

                                    (B)      such holder may require that all
                           outstanding LIBOR-Based Loans held by it be converted
                           to Prime Rate Loans that bear interest at the Prime
                           Rate, in which event all such LIBOR-Based Loans shall
                           automatically be converted to Prime

                                       30
<PAGE>

                           Rate Loans bearing interest at the Prime Rate as of
                           the effective date specified in such notice; and

                                    (C)      such notice shall cease to be
                           effective at such time as it shall no longer be
                           unlawful for such holder to maintain any LIBOR-Based
                           Loan and the Company shall again have the right to
                           select an interest rate option in accordance with
                           Section 8.10(b) for the next succeeding Interest
                           Period effective as of the first day of such next
                           succeeding Interest Period;

                           (ii)     For purposes of this Section 8.11(a), a
                  notice to the Company by a holder of any Series B Note shall
                  be effective on the last day of the Interest Period during
                  which such notice is given unless the effective date specified
                  in such notice is an earlier date (which earlier date may be
                  specified only if required by such change in law, regulation
                  or interpretation), in which event such notice shall be
                  effective as of such earlier date. If any such conversion to
                  the Prime Rate occurs on a day which is not the last day of an
                  Interest Period, the Company shall pay to such holder such
                  amounts, if any, as may be required pursuant to Section
                  8.11(b).

                  (b)      Breakage Cost Indemnity. The Company agrees to
         indemnify each holder of the Series B Notes for, and promptly to pay to
         each such holder upon the written request of such holder, any amounts
         required to compensate such holder for any losses, costs or expenses
         sustained or incurred by such holder arising out of:

                           (i)      any event (including any acceleration of the
                  Series B Notes in accordance with Section 12.1 and any
                  prepayment of the Series B Notes pursuant to Section 8.2,
                  Section 8.3, Section 8.4 or Section 8.5) which results in:

                                    (A)      such holder receiving any amount on
                           account of the principal of any Series B Note prior
                           to the end of the Interest Period in effect therefor,
                           or

                                    (B)      the conversion of any LIBOR-Based
                           Loan to a Prime Rate Loan other than on the last day
                           of the Interest Period in effect therefor; or

                           (ii)     the failure by the Company to pay any amount
                  in respect of a payment or prepayment required to be made
                  hereunder on the date due in respect of any LIBOR-Based Loan,

         including, without limitation, any loss, cost or expense incurred by
         reason of the liquidation or reemployment of deposits or other funds
         acquired by such holder to fund or maintain such LIBOR-Based Loans.

                                       31
<PAGE>

                  A certificate of any such holder setting forth, in reasonable
         detail, the calculations of any amount or amounts which such holder is
         entitled to receive pursuant to this Section 8.11(b) and the basis
         therefor, shall be delivered to the Company and shall be prima facie
         evidence of such amount absent manifest error unless the Company
         notifies such holder in writing to the contrary within thirty (30) days
         after such certificate is delivered to the Company. The provisions of
         this Section 8.11(b) shall remain operative and in full force and
         effect regardless of the expiration of the term of this Agreement, the
         consummation of the transactions contemplated hereby, the repayment of
         any of the Series B Notes, the invalidity or unenforceability of any
         term or provision of this Agreement or any other Financing Document or
         any investigation made by or on behalf of any such holder.

                  (c)      Reserve Requirements; Change in Circumstances.

                           (i)      Notwithstanding any other provision of this
                  Agreement, if after the date of this Agreement any change in
                  applicable law or regulation or in the interpretation or
                  administration thereof by any Governmental Authority charged
                  with the interpretation or administration thereof (whether or
                  not having the force of law) shall change the basis of
                  taxation of payments to any holder of the Series B Notes of
                  the principal of or interest on any LIBOR-Based Loan made by
                  any such holder or any fees, expenses or indemnities payable
                  hereunder (other than changes in respect of taxes imposed on
                  the gross revenues or overall net income of any such holder by
                  the United States of America or the jurisdiction in which such
                  holder is organized or has its principal office or by any
                  political subdivision or taxing authority therein), or shall
                  impose, modify or deem applicable any reserve, special deposit
                  or similar requirement against assets of, deposits with or for
                  the account of, or credit extended by any holder or shall
                  impose on such holder or the London interbank market any other
                  condition affecting this Agreement, or LIBOR-Based Loans made
                  by any holder, and the collective result of the foregoing
                  shall be to increase the cost to any such holder of making or
                  maintaining any LIBOR-Based Loan on the basis of the LIBOR
                  Rate or to reduce the amount of any sum received or receivable
                  by any such holder hereunder or under the Series B Notes
                  (whether of principal, interest or otherwise) by an amount
                  deemed by such holder to be material, then such holder shall
                  deliver a certificate setting forth such additional amount or
                  amounts as will compensate such holder for such additional
                  costs incurred or reduction suffered (and, in reasonable
                  detail, the basis therefor).

                           (ii)     If, after the date of Closing, any holder of
                  the Series B Notes shall have reasonably determined that

                                    (A)      the adoption of any law, rule,
                           regulation, agreement or guideline applicable to such
                           holder regarding capital adequacy,

                                       32
<PAGE>

                           or any amendment or other modification to or of any
                           such law, rule, regulation, agreement or guideline
                           (whether such law, rule, regulation, agreement or
                           guideline was originally adopted before or after the
                           date of the Closing),

                                    (B)      any change in the interpretation or
                           administration of any law, rule, regulation,
                           agreement or guideline regarding capital adequacy
                           applicable to such holder by any Governmental
                           Authority charged with the interpretation or
                           administration thereof, or

                                    (C)      compliance by any holder with any
                           request or directive regarding capital adequacy
                           (whether or not having the force of law) of any
                           Governmental Authority issued after the date of
                           Closing,

                  has or would have the effect of reducing the rate of return on
                  such holder's capital as a consequence of the Series B Notes
                  to a level below that which such holder could have achieved
                  but for such applicability, adoption, change or compliance
                  (taking into consideration such holder's policies with respect
                  to capital adequacy) by an amount deemed by such holder to be
                  material, then from time to time the Company agrees to pay to
                  such holder such additional amount or amounts as will
                  compensate such holder for any such reduction suffered.

                           (iii)    A certificate of any holder of the Series B
                  Notes setting forth, in reasonable detail, the calculation of
                  the amount or amounts necessary to compensate such holder as
                  specified in clause (i) or clause (ii) above and the basis
                  therefor (which shall include notice of the law, regulations,
                  guidelines, request or any interpretation thereof, of any
                  Governmental Authority (whether or not having the force of
                  law), as applicable, giving rise to such increased costs or
                  reductions), shall be delivered to the Company and shall be
                  prima facie evidence of such amount absent manifest error
                  unless the Company notifies such holder in writing to the
                  contrary within 30 days of the delivery of such certificate.
                  The Company agrees to pay such holder the amount shown as due
                  on any such certificate delivered by it within 5 Business Days
                  after the Company's receipt of the same. If the affected
                  holder receives refund(s) or reimbursement(s) of such fees,
                  expenses, charges or losses from any other source, such holder
                  shall return all amounts received from the Company pursuant to
                  this paragraph to the extent of such refunds or
                  reimbursements.

                           (iv)     Failure or delay on the part of any holder
                  of the Series B Notes to demand compensation for any increased
                  costs or reduction in amounts received or receivable or
                  reduction in return on capital shall not

                                       33
<PAGE>

                  constitute a waiver of such holder's right to demand such
                  compensation with respect to such period or any other period.
                  The protection of this paragraph shall be available to such
                  holder regardless of any possible contention of the invalidity
                  or inapplicability of the law, rule, regulation, agreement,
                  guideline or other change or condition that shall have
                  incurred or been imposed.

9.       AFFIRMATIVE COVENANTS.

         The Company covenants that so long as any of the Notes are outstanding:

         9.1.     COMPLIANCE WITH LAW.

         The Company will and will cause each of its Subsidiaries to comply with
all laws, ordinances or governmental rules or regulations to which each of them
is subject, including, without limitation, ERISA and Environmental Laws, and
will obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the ownership of
their respective properties or to the conduct of their respective businesses, in
each case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

         9.2.     INSURANCE.

         The Company will and will cause each of its Subsidiaries to maintain,
with financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated.

         9.3.     MAINTENANCE OF PROPERTIES.

         The Company will and will cause each of its Subsidiaries to maintain
and keep, or cause to be maintained and kept, their respective properties in
good repair, working order and condition (other than ordinary wear and tear), so
that the business carried on in connection therewith may be properly conducted
at all times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business
and the Company has concluded that such discontinuance could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

         9.4.     PAYMENT OF TAXES AND CLAIMS.

                                       34
<PAGE>

         The Company will and will cause each of its Subsidiaries to file all
tax returns required to be filed in any jurisdiction and to pay and discharge
all taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent
and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of the Company or any Subsidiary, provided
that neither the Company nor any Subsidiary need pay any such tax or assessment
or claims if (i) the amount, applicability or validity thereof is contested by
the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

         9.5.     CORPORATE EXISTENCE, ETC.

         The Company will at all times preserve and keep in full force and
effect its corporate existence. Subject to Sections 10.2 and 10.3, the Company
will at all times preserve and keep in full force and effect the corporate
existence of each of its Subsidiaries (unless merged into the Company or a
Subsidiary) and all rights and franchises of the Company and its Subsidiaries
unless, in the good faith judgment of the Company, the termination of or failure
to preserve and keep in full force and effect such corporate existence, right or
franchise could not, individually or in the aggregate, have a Material Adverse
Effect.

         9.6.     ADDITIONAL SUBSIDIARY GUARANTORS; ADDITIONAL COLLATERAL;
                  ADDITIONAL SUBORDINATED DEBT.

                  (a)      As promptly as practicable (but in any event within
         30 days) after any Person becomes a Domestic Subsidiary, the Company
         will (i) execute and deliver (or, if applicable, cause any Subsidiary
         to execute and deliver) to the Collateral Agent such amendments to the
         Security Agreement as the Collateral Agent deems necessary or advisable
         to grant to the Collateral Agent, for the benefit of the holders of all
         of the Notes, a perfected first priority security interest in the
         Capital Stock of such new Domestic Subsidiary that is owned by the
         Company or any Subsidiary, (ii) deliver to the Collateral Agent the
         certificates representing such Capital Stock, together with undated
         stock powers, in blank, executed and delivered by a duly authorized
         officer of the Company or the relevant Subsidiary, (iii) cause such
         Domestic Subsidiary to become a Subsidiary Guarantor on a joint and
         several basis with all other Subsidiary Guarantors under the Guaranty
         Agreement, by causing such Subsidiary to execute and deliver to the
         holders of the Notes an accession agreement to the Guaranty Agreement
         in the form attached to the Guaranty Agreement, (iv) cause such
         Domestic Subsidiary to become a party to the Security Agreement and
         such other Financing Documents as reasonably requested by the Required
         Holders so as to grant to the Collateral

                                       35
<PAGE>

         Agent for the benefit of the holders of all of the Notes a perfected
         first priority security interest in all of the personal property assets
         of such Subsidiary Guarantor, and (v) deliver or cause to be delivered
         all documents, financing statements and opinions which the Required
         Holders may reasonably request relating to the existence of such
         Subsidiary, the corporate or other authority of such Subsidiary to
         become bound by the Guaranty Agreement, the validity of the Guaranty
         Agreement, the validity and perfection of the liens granted by such
         Subsidiary Guarantor and any other matters reasonably determined by the
         Required Holders to be relevant thereto, all in form and substance
         reasonably satisfactory to the Required Holders.

                  (b)      The Company will promptly, and in any event within
         thirty (30) days of any Person becoming a Foreign Subsidiary after the
         date of the Closing, (i) pledge, or cause to be pledged, the Applicable
         Pledge Amount of all Capital Stock of such Foreign Subsidiary pursuant
         to the Security Agreement, (ii) deliver or cause to be delivered to the
         Collateral Agent, on behalf of the holders of Notes, the original
         stock, membership certificate(s) or other equity interests evidencing
         such equity interests and undated stock powers in respect thereof
         executed in blank, and (iii) deliver to the Collateral Agent legal
         opinions relating to the matters described above, which opinions shall
         be in form and substance reasonably satisfactory to the Collateral
         Agent and the Required Holders.

                  (c)      With respect to any fee interest in any real property
         having a value (together with improvements thereof) of at least
         $2,000,000 either (i) acquired or having improvements made thereon
         after the date hereof by the Company or any of its Domestic
         Subsidiaries or (ii) owned by a Person at the time it becomes a
         Domestic Subsidiary, the Company shall, or shall cause such Domestic
         Subsidiary to, promptly (A) execute and deliver a first priority
         mortgage (subject to Liens permitted by Section 10.7(i)), in favor of
         the Collateral Agent, for the benefit of the holders of all Notes,
         covering such real property, (B) provide each holder of Notes with (1)
         title and extended coverage insurance covering such real property in an
         amount at least equal to the purchase price of such real property (or
         such other greater amount as shall be reasonably specified by the
         Collateral Agent) as well as a current ALTA survey thereof, together
         with a surveyor's certificate and (2) any consents or estoppels
         reasonably deemed necessary or advisable by the Collateral Agent and
         the Required Holders in connection with such mortgage, each of the
         foregoing in form and substance reasonably satisfactory to the
         Collateral Agent and the Required Holders and (C) deliver to the
         Collateral Agent and the Required Holders legal opinions relating to
         the matters described above, which opinions shall be in form and
         substance reasonably satisfactory to the Collateral Agent and the
         Required Holders.

                  (d)      If the Company or any of its Subsidiaries incurs any
         Debt after the date hereof which the Company or such Subsidiary has
         subordinated to the Debt under the Bank Credit Agreement (or any
         agreement which refinances the Bank Credit Agreement), then
         contemporaneously with entering into any subordination

                                       36
<PAGE>

         under the Bank Credit Agreement (or such successor agreement) the
         Company or such Subsidiary will execute and deliver to the holders of
         the Notes a subordination agreement, in form and substance satisfactory
         to the Required Holders, subordinating such Debt to the Notes and all
         amounts owing under this Agreement and the Guaranty Agreement.

                  (e)      Any Subsidiary Guarantor which has ceased to be a
         Subsidiary as a result of an Asset Disposition permitted by Section
         10.3, shall be discharged from all of its obligations and liabilities
         under the Guaranty Agreement upon the delivery of a notice from the
         Company to the holders of the Notes that such Subsidiary Guarantor has
         ceased to be a Subsidiary as a result of such Asset Disposition,
         provided in each case that (i) after giving effect to such discharge no
         Default or Event of Default shall have occurred and be continuing, (ii)
         no amount is then due and payable under the Guaranty Agreement by such
         Subsidiary Guarantor, (iii) such Subsidiary Guarantor is concurrently
         being discharged as a guarantor under the Bank Credit Agreement and
         (iv) such notice shall be accompanied by a certificate of a Senior
         Financial Officer to the foregoing effect and setting forth the
         information (including detailed computations) required to establish
         compliance with the foregoing requirements.

10.      NEGATIVE COVENANTS.

         The Company covenants that so long as any of the Notes are outstanding:

                                       37
<PAGE>

         10.1.    TRANSACTIONS WITH AFFILIATES.

         The Company will not, and will not permit any Subsidiary to, enter into
directly or indirectly any transaction or Material group of related transactions
(including without limitation the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate
(other than the Company or another Subsidiary), except (i) (a) in the ordinary
course and pursuant to the reasonable requirements of the Company's or such
Subsidiary's business and (b) upon fair and reasonable terms no less favorable
to the Company or such Subsidiary than would be obtainable in a comparable
arm's-length transaction with a Person not an Affiliate; or (ii) in connection
with joint ventures or joint selling arrangements (x) consistent with past
practices and arrangements with Detroit Weekend Direct, LLC and/or New England
Direct, LLC and (y) which when aggregated with all such transactions with such
Affiliate, are on fair and reasonable terms no less favorable to the Company or
such Subsidiary than would be obtainable in a comparable arm's-length
transaction with a Person not an Affiliate.

         10.2.    MERGER, CONSOLIDATION, ETC.

         The Company will not, nor will it permit any Subsidiary to, consolidate
with or merge with any other Person or convey, transfer or lease all or
substantially all of its assets in a single transaction or series of
transactions to any Person unless:

                  (a)      the successor formed by such consolidation or the
         survivor of such merger or the Person that acquires by conveyance,
         transfer or lease all or substantially all of the assets of the Company
         or such Subsidiary, as the case may be (the "SUCCESSOR CORPORATION"),
         shall be a solvent corporation organized and existing under the laws of
         the United States or any State thereof (including the District of
         Columbia), and (i) except for any such transaction involving only the
         Company and/or only Subsidiary Guarantors, such corporation shall have
         executed and delivered to each holder of any Notes its assumption of
         the due and punctual performance and observance of each covenant and
         condition of such Obligor or such Foreign Subsidiary, as the case may
         be, under the applicable Financing Documents in form and substance
         satisfactory to the Required Holders and (ii) shall have caused to be
         delivered to each holder of any Notes an opinion reasonably
         satisfactory to the Required Holders of nationally recognized
         independent counsel, or other independent counsel reasonably
         satisfactory to the Required Holders, to the effect that all agreements
         or instruments effecting such assumption are enforceable in accordance
         with their respective terms and comply with the terms hereof; and

                  (b)      immediately after giving effect to such transaction,
         no Default or Event of Default shall have occurred and be continuing
         and the Company shall have delivered to each holder of the Notes
         computations evidencing, on a pro forma basis, as if such transaction
         had occurred the day before the last day of the most recently ended
         fiscal quarter, compliance (on a consolidated basis) with Section 10.4
         and Section 10.5.

                                       38
<PAGE>

No such conveyance, transfer or lease of all or substantially all of the assets
of any Obligor shall have the effect of releasing such Obligor or any Successor
Corporation that shall theretofore have become such in the manner prescribed in
this Section 10.2 from its liability under the applicable Financing Documents.

         10.3.    SALE OF ASSETS.

         Except for the Permitted Asset Sales, the Company will not, and will
not permit any Subsidiary to, make any Asset Disposition unless:

                  (a)      in the good faith opinion of the Company, the Asset
         Disposition is in exchange for consideration having a Fair Market Value
         at least equal to that of the property exchanged and is in the best
         interest of the Company or such Subsidiary;

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

                  (c)      immediately after giving effect to the Asset
         Disposition, the Disposition Value of all property that was the subject
         of any Asset Disposition occurring during the 365 consecutive day
         period ending on and including the date of such Asset Disposition would
         not exceed 10% of Consolidated Total Assets determined as of the end of
         the then most recently ended fiscal quarter of the Company.

         If an amount equal to the Net Proceeds arising from any Asset
Disposition is applied to a Debt Prepayment Application or a Property
Reinvestment Application within 180 days either prior to or after the date of
such Asset Disposition, then such Asset Disposition, only for the purpose of
determining compliance with subsection (c) of this Section 10.3 as of any date,
shall be deemed not to be an Asset Disposition as of the date of such
application.

         10.4.    LEVERAGE RATIO.

         The Company will not permit the ratio of Consolidated Debt outstanding
on the last day of any fiscal quarter to Consolidated EBITDA for the period of
four consecutive fiscal quarters ended on such date, to be greater than 3.00 to
1.00.

         10.5.    MINIMUM INTEREST COVERAGE.

         The Company will not, for any period of four consecutive fiscal
quarters of the Company, permit the Consolidated Interest Coverage Ratio to be
less than 3.00 to 1.00.

                                       39
<PAGE>

         10.6.    RESTRICTED PAYMENTS.

         The Company will not, and will not permit any Subsidiary to, at any
time, declare or make, or incur any liability to declare or make, any Restricted
Payment if, at the time of declaring or making such Restricted Payment, a
Default or Event of Default is continuing.

         10.7.    LIMITATION ON LIENS.

         The Company will not, and will not permit any Subsidiary to, directly
or indirectly create, incur, assume or permit to exist any Lien on or with
respect to any property or assets (including, without limitation, any document
or instrument in respect of goods or accounts receivable) of the Company or any
Subsidiary whether now owned or held or hereafter acquired, or any income or
profits therefrom, or assign or otherwise convey any right to receive income or
profits except for the following:

                  (a)      Liens for taxes, assessments or other governmental
         charges which are not yet due and payable or the payment of which is
         not at the time required by Section 9.4;

                  (b)      statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other similar Liens, in each
         case, incurred in the ordinary course of business for sums or claims
         not yet due and payable or the payment of which is not at the time
         required by Section 9.4;

                  (c)      Liens (other than any Lien imposed by ERISA) incurred
         or deposits made in the ordinary course of business or the ownership of
         properties and assets (i) in connection with workers' compensation,
         unemployment insurance and other types of social security or retirement
         benefits, or (ii) to secure (or to obtain letters of credit that
         secure) the performance of tenders, statutory obligations, surety
         bonds, appeal bonds, bids, leases (other than Capital Leases),
         performance bonds, purchase, construction or sales contracts and other
         similar obligations, in each case not incurred or made in connection
         with the borrowing of money, the obtaining of advances or credit or the
         payment of the deferred purchase price of property;

                  (d)      Liens resulting from judgments, unless such judgments
         are not, within 90 days, discharged or stayed pending appeal, or shall
         not have been discharged within 90 days after the expiration of any
         such stay;

                  (e)      Liens on property or assets of the Company or any
         Subsidiary securing Debt of a Subsidiary owed to the Company or to a
         Wholly-Owned Subsidiary;

                  (f)      Liens in existence at Closing and securing the Debt
         of the Company and its Subsidiaries as set forth in Schedule 5.15;

                                       40
<PAGE>

                  (g)      minor survey exceptions and the like which do not
         materially detract from the value of such property;

                  (h)      leases or subleases granted to others, easements,
         rights-of-way, restrictions and other similar charges or encumbrances,
         in each case incidental to, and not interfering with, the ownership of
         property or assets or the ordinary conduct of the Company's or any of
         its Subsidiaries' businesses, provided that such Liens do not, in the
         aggregate, materially detract from the value of such property;

                  (i)      Liens securing any obligations of a Person existing
         at the time such Person becomes a Subsidiary or is merged into or
         consolidated with the Company or a Subsidiary or Liens on an asset
         existing at the time such asset shall have first been acquired by the
         Company or any Subsidiary, provided that (i) such Liens shall not
         extend to or cover any property other than the property subject to such
         Liens immediately prior to such time, (ii) such Liens shall not have
         been created in contemplation of such merger, consolidation or
         acquisition or such Person becoming a Subsidiary, and (iii) the
         principal amount of the obligations secured by such Liens is not
         increased after such time;

                  (j)      any Lien created on tangible real or personal
         property (or any improvement thereon) to secure all or any part of the
         purchase price or cost of construction, improvement or development of
         such tangible real or personal property (or any improvement thereon),
         or to secure Debt incurred or assumed to pay all or any part of the
         purchase price or the cost of construction of tangible real or personal
         property (or any improvement thereon) acquired or constructed by the
         Company or any Subsidiary after the date of the Closing, provided that

                           (i)      the principal amount of the Debt secured by
                  any such Lien shall at no time exceed an amount equal to the
                  lesser of (A) the cost to the Company or such Subsidiary of
                  the property (or improvement thereon) so acquired or
                  constructed and (B) the Fair Market Value (as determined in
                  good faith by a Responsible Officer of such Person) of such
                  property and any improvements thereon at the time of such
                  acquisition or construction;

                           (ii)     each such Lien shall extend solely to the
                  item or items of property (or improvement thereon) so acquired
                  or constructed and, if required by the terms of the instrument
                  originally creating such Lien, other property (or improvement
                  thereon) which is an improvement to or is acquired for
                  specific use in connection with such acquired or constructed
                  property (or improvement thereon); and

                           (iii)    any such Lien shall be created
                  contemporaneously with, or within 180 days after, the
                  acquisition or construction of such property (or improvement
                  thereon);

                  (k)      Liens created pursuant to the Security Documents;

                                       41
<PAGE>

                  (l)      Liens on cash of the Company in favor of the issuing
         bank to secure reimbursement obligations in respect of letters of
         credit issued by such bank under the Bank Credit Agreement; provided
         that such Liens encumber cash in an aggregate amount not to exceed the
         aggregate amount of such reimbursement obligations; and

                  (m)      any Lien renewing, extending or refunding Liens
         permitted by paragraphs (i) and (j) of this Section 10.7, provided that
         (i) the principal amount of the Debt secured by such Lien immediately
         prior to such renewal, extension or refunding is not increased or the
         maturity thereof reduced, (ii) such Lien is not extended to any other
         property, and (iii) immediately after such extension, renewal, or
         refunding, no Default or Event of Default would exist.

         10.8.    FOREIGN SUBSIDIARY DEBT.

         The Company will not at any time permit the aggregate amount of Debt of
all Foreign Subsidiaries (excluding Debt owing to the Company or a Wholly-Owned
Subsidiary) to exceed 5% of Consolidated Total Assets (determined as of the end
of the then most recently ended fiscal quarter of the Company).

         10.9.    SUBORDINATED DEBT. The Company will not, nor will it permit
any Subsidiary to (a) purchase, redeem, retire or otherwise acquire for value,
or set apart any money for a sinking, defeasance or other analogous fund for the
purchase, redemption, retirement or other acquisition of, or make any voluntary
payment or prepayment of the principal of or interest on, or any other amount
owing in respect of, any Subordinated Debt, except for regularly scheduled
payments or prepayments of principal and interest in respect thereof required
pursuant to the instruments evidencing such Subordinated Debt as permitted by
the terms of the Subordination Agreement, or (b) consent to any modification,
supplement or waiver of any of the provisions of any agreement, instrument or
other document evidencing or relating to Subordinated Debt without the prior
written consent of the Required Holders.

         10.10.   NO LIMITATION ON PREPAYMENTS OR AMENDMENTS TO CERTAIN
              FINANCING DOCUMENTS.

         The Company will not, nor will it permit any Subsidiary to, be a party
to any agreement or instrument limiting its rights (a) to make payments or
prepayments on the Notes, whether optional or mandatory, under this Agreement or
(b) to amend or waive any term or provision of this Agreement, the Notes or the
Guaranty Agreement.

         10.11.   COVENANT TO GUARANTY AND TO SECURE NOTES EQUALLY.

                  (a)      The Company will not permit any Subsidiary to provide
         a Guaranty of the Debt owing under the Bank Credit Agreement unless
         such Subsidiary also provides a Guaranty of the Debt owing under the
         Notes pursuant to documentation reasonably satisfactory to the Required
         Holders.

                                       42
<PAGE>

                  (b)      Except for bankers' liens incurred in the ordinary
         course of business and Liens permitted under Section 10.7(l), the
         Company will not, and will not permit any Subsidiary to, create or
         assume any Lien upon any of its property or assets, whether now owned
         or hereafter acquired, to secure Debt owing under the Bank Credit
         Agreement, unless it makes or causes to be made effective provision
         whereby the Notes will be secured by such Lien equally and ratably with
         any and all Debt owing under the Bank Credit Agreement thereby secured.

11.      EVENTS OF DEFAULT.

         An "EVENT OF DEFAULT" shall exist if any of the following conditions or
events shall occur and be continuing:

                  (a)      the Company defaults in the payment of any principal
         or Make-Whole Amount, Modified Make-Whole Amount or Breakage Cost
         Indemnity, if any, on any Note when the same becomes due and payable,
         whether at maturity or at a date fixed for prepayment or by declaration
         or otherwise; or

                  (b)      the Company defaults in the payment of any interest
         on any Note for more than five Business Days after the same becomes due
         and payable; or

                  (c)      the Company defaults in the performance of or
         compliance with any term contained in Section 10 or in Section 5.01 of
         the Security Agreement and such default is not remedied within five
         Business Days after the earlier of (i) a Responsible Officer obtaining
         actual knowledge of such default and (ii) the Company receiving written
         notice of such default from any holder of a Note (any such written
         notice to be identified as a "notice of default" and to refer
         specifically to this paragraph (c) of Section 11); or

                  (d)      the Company or any Subsidiary defaults in the
         performance of or compliance with any term contained herein or in any
         Financing Document (other than those referred to in paragraphs (a), (b)
         and (c) of this Section 11) and such default is not remedied within 30
         days after the earlier of (i) a Responsible Officer obtaining actual
         knowledge of such default and (ii) the Company receiving written notice
         of such default from any holder of a Note (any such written notice to
         be identified as a "notice of default" and to refer specifically to
         this paragraph (d) of Section 11); or

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

                  (f)      (i) the Company or any Subsidiary is in default (as
         principal or as guarantor or other surety) in the payment of any
         principal of or premium or make-

                                       43
<PAGE>

         whole amount or interest on any Debt that is outstanding in an
         aggregate principal amount of at least $10,000,000 beyond any period of
         grace provided with respect thereto, or (ii) the Company or any
         Subsidiary is in default in the performance of or compliance with any
         term of any evidence of any Debt in an aggregate outstanding principal
         amount of at least $10,000,000 or of any mortgage, indenture or other
         agreement relating thereto or any other condition exists, and as a
         consequence of such default or condition such Debt has become, or has
         been declared (or one or more Persons are entitled to declare such Debt
         to be), due and payable before its stated maturity or before its
         regularly scheduled dates of payment, or (iii) as a consequence of the
         occurrence or continuation of any event or condition (other than the
         passage of time or the right of the holder of Debt to convert such Debt
         into equity interests), (x) the Company or any Subsidiary has become
         obligated to purchase or repay Debt before its regular maturity or
         before its regularly scheduled dates of payment in an aggregate
         outstanding principal amount of at least $10,000,000, or (y) one or
         more Persons have the right to require the Company or any Subsidiary so
         to purchase or repay such Debt, provided that clause (iii) shall not
         apply to secured Debt that becomes due solely as a result of the
         voluntary sale or transfer of the property or assets securing such
         Debt; or

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

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

                  (i)      a final judgment or judgments for the payment of
         money aggregating in excess of $10,000,000 are rendered against one or
         more of the Company and any of its Subsidiaries and which judgments are
         not, within 60 days

                                       44
<PAGE>

         after entry thereof, bonded, discharged or stayed pending appeal, or
         are not discharged within 60 days after the expiration of such stay; or

                  (j)      if (i) any Plan shall fail to satisfy the minimum
         funding standards of ERISA or the Code for any plan year or part
         thereof or a waiver of such standards or extension of any amortization
         period is sought or granted under section 412 of the Code, (ii) a
         notice of intent to terminate any Plan shall have been or is reasonably
         expected to be filed with the PBGC or the PBGC shall have instituted
         proceedings under ERISA section 4042 to terminate or appoint a trustee
         to administer any Plan or the PBGC shall have notified the Company or
         any ERISA Affiliate that a Plan may become a subject of any such
         proceedings, (iii) the aggregate "amount of unfunded benefit
         liabilities" (within the meaning of section 4001(a)(18) of ERISA) under
         all Plans, determined in accordance with Title IV of ERISA, shall
         exceed $10,000,000, (iv) the Company, any Subsidiary or any ERISA
         Affiliate shall have incurred or is reasonably expected to incur any
         liability pursuant to Title I or IV of ERISA or the penalty or excise
         tax provisions of the Code relating to employee benefit plans, (v) the
         Company, any Subsidiary or any ERISA Affiliate withdraws from any
         Multiemployer Plan, or (vi) the Company or any Subsidiary establishes
         or amends any employee welfare benefit plan that provides
         post-employment welfare benefits in a manner that would increase the
         liability of the Company or any Subsidiary thereunder; and any such
         event or events described in clauses (i) through (vi) above, either
         individually or together with any other such event or events, could
         reasonably be expected to have a Material Adverse Effect. As used in
         this Section 11(j), the terms "EMPLOYEE BENEFIT PLAN" and "EMPLOYEE
         WELFARE BENEFIT PLAN" shall have the respective meanings assigned to
         such terms in section 3 of ERISA; or

                  (k)      the Guaranty Agreement or any Security Agreement is
         not or ceases to be effective against the Company or any Subsidiary
         Guarantor or is alleged by any Obligor to be ineffective against the
         Company or any Subsidiary Guarantor for any reason other than with
         respect to any such Subsidiary Guarantor only, as a result of the sale
         of such Subsidiary Guarantor as permitted by Section 10.3; or

                  (l)      the Liens created by any Security Document cease to
         be perfected Liens subject to no prior Lien other than those permitted
         by Section 10.7.

12.      REMEDIES ON DEFAULT, ETC.

         12.1.    ACCELERATION.

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

                                       45
<PAGE>

                  (b)      If any other Event of Default has occurred and is
         continuing, the Required Holders may at any time at its or their
         option, by notice or notices to the Company, declare all the Notes then
         outstanding to be immediately due and payable.

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

         Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount or Breakage Cost
Indemnity, as the case may be, determined in respect of such principal amount
(to the full extent permitted by applicable law), shall all be immediately due
and payable, in each and every case without presentment, demand, protest or
further notice (other than the notice described in Section 8.11(b) with respect
to Breakage Cost Indemnity), all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount or Breakage Cost Indemnity, as the case may be, by the
Company in the event that the Notes are prepaid or are accelerated as a result
of an Event of Default, is intended to provide compensation for the deprivation
of such right under such circumstances.

         12.2.    OTHER REMEDIES.

         If any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained 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.

         12.3.    RESCISSION.

         At any time after any Notes have been declared due and payable pursuant
to clause (b) or (c) of Section 12.1 the Required Holders, by written notice to
the Company, may rescind and annul any such declaration and its consequences if
(a) the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, Modified Make-Whole Amount or Breakage Cost Indemnity, if
any, on any Notes that are due and payable and are unpaid other than by reason
of such declaration, and all interest on such overdue principal and Make-Whole

                                       46
<PAGE>

Amount or Breakage Cost Indemnity, if any, on any Notes that are due and payable
and are unpaid other than by reason of such declaration, and all interest on
such overdue principal and Make-Whole Amount, Modified Make-Whole Amount or
Breakage Cost Indemnity, if any, and (to the extent permitted by applicable law)
any overdue interest in respect of the Notes, at the default rate set forth in
Section 8.10(c), (b) all Events of Default and Defaults, other than non-payment
of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 17, and (c) no judgment or decree
has been entered for the payment of any monies due pursuant hereto or to the
Notes. No rescission and annulment under this Section 12.3 will extend to or
affect any subsequent Event of Default or Default or impair any right consequent
thereon.

         12.4.    NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

         No course of dealing and no delay on the part of any holder of any Note
in exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Company under Section 15, the Company
will pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without limitation,
reasonable attorneys' fees, expenses and disbursements.

13.      REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

         13.1.    REGISTRATION OF NOTES.

         The Company shall keep at its principal executive office a register for
the registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address
of each transferee of one or more Notes shall be registered in such register.
Prior to due presentment for registration of transfer, the Person in whose name
any Note shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes hereof, and the Company shall not be affected by any
notice or knowledge to the contrary. The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.

         13.2.    TRANSFER AND EXCHANGE OF NOTES.

         Upon surrender of any Note at the principal executive office of the
Company for registration of transfer or exchange (and in the case of a surrender
for registration of transfer, duly endorsed or accompanied by a written
instrument of transfer duly executed by the registered holder of such Note or
its attorney duly authorized in writing and accompanied by the address for
notices of each transferee of such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided below), one or
more new Notes (as requested by the holder thereof) of the same Series in
exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount

                                       47

<PAGE>

of the surrendered Note. Each such new Note shall be payable to such Person as
such holder may request and shall be substantially in the form of Notes for such
Series set forth in Exhibit 1(a) or Exhibit 1(b), as the case may be. Each such
new Note shall be dated and bear interest from the date to which interest shall
have been paid on the surrendered Note or dated the date of the surrendered Note
if no interest shall have been paid thereon. The Company may require payment of
a sum sufficient to cover any stamp tax or governmental charge imposed in
respect of any such transfer of Notes. Notes shall not be transferred in
denominations of less than $250,000, provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes, one Note
may be in a denomination of less than $250,000. Notes may be transferred only in
compliance with state and federal securities laws. Any transferee, by its
acceptance of a Note registered in its name (or the name of its nominee), shall
be deemed to have made the representation set forth in Section 6.2.

         13.3.    REPLACEMENT OF NOTES.

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

                  (a)      in the case of loss, theft or destruction, of an
         indemnity reasonably satisfactory to it (provided that if the holder of
         such Note is, or is a nominee for, an original Purchaser or another
         holder of a Note with a minimum net worth of at least $50,000,000, such
         Person's own unsecured agreement of indemnity shall be deemed to be
         satisfactory), or

                  (b)      in the case of mutilation, upon surrender and
         cancellation thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note of the same Series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

         13.4.    LEGENDS.

                  (a)      Except as provided in Section 13.4(b), each of the
         Notes shall contain the following legend:

                  THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
         EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR OTHER
         JURISDICTION IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION PROVIDED BY
         SECTION 4(2) OF AND REGULATION D PROMULGATED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, THIS NOTE
         MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER

                                       48

<PAGE>

         THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
         TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF
         OTHER JURISDICTIONS.

                  (b)      Notes need not contain any legend (including the
         legend set forth in Section 13.4(a)), (i) in the hands of a purchaser
         pursuant to an effective registration statement covering the resale of
         such Notes under the Securities Act, (ii) following any resale of such
         Notes pursuant to Rule 144 under the Securities Act, or (iii) if such
         Notes are eligible for resale under Rule 144(k) under the Securities
         Act. At such time as the legend is no longer required under this
         Section 13.4(b), upon the request of any holder of Notes and upon the
         delivery of a Note issued with a restrictive legend by such holder to
         the Company, the Company shall deliver or cause to be delivered to such
         holder a Note that is free of all restrictive legends.

14.      PAYMENTS ON NOTES.

         14.1.    PLACE OF PAYMENT.

         Subject to Section 14.2, payments of principal, Make-Whole Amount,
Modified Make-Whole Amount or Breakage Cost Indemnity, if any, and interest
becoming due and payable on the Notes shall be made in Windsor, Connecticut at
the principal office of the Company in such jurisdiction. The Company may at any
time, by notice to each holder of a Note, change the place of payment of the
Notes so long as such place of payment shall be either the principal office of
the Company in the United States or the principal office of a bank or trust
company in the United States.

         14.2.    HOME OFFICE PAYMENT.

         So long as any Purchaser or its nominee shall be the holder of any
Note, and notwithstanding anything contained in Section 14.1 or in such Note to
the contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, Modified Make-Whole Amount or Breakage Cost
Indemnity, if any, and interest by the method and at the address specified for
such purpose opposite such Purchaser's name in Schedule A, or by such other
method or at such other address as such Purchaser shall have from time to time
specified to the Company in writing for such purpose, without the presentation
or surrender of such Note or the making of any notation thereon, except that
upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, such Purchaser shall
surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to Section 14.1. Prior
to any sale or other disposition of any Note held by any Purchaser or its
nominee such Purchaser will, at its election, either endorse thereon the amount
of principal paid thereon and the last date to

                                       49

<PAGE>

which interest has been paid thereon or surrender such Note to the Company in
exchange for a new Note or Notes pursuant to Section 13.2. The Company will
afford the benefits of this Section 14.2 to any Institutional Investor that is
the direct or indirect transferee of any Note purchased by such Purchaser under
this Agreement and that has made the same agreement relating to such Note as
such Purchaser has made in this Section 14.2.

15.      EXPENSES, ETC.

         15.1.    TRANSACTION EXPENSES.

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

         15.2.    SURVIVAL.

         The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement.

16.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

         All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by any Purchaser or any holder of any Note or portion thereof or interest
therein and the payment of any Note, and may be relied upon by any subsequent
holder of a Note, regardless of any investigation made at any time by or on
behalf of such Purchaser or any other holder of a Note. All statements contained
in any certificate or other instrument delivered by or on behalf of the Company
pursuant to this Agreement shall be deemed representations and warranties of the
Company under this Agreement. Subject to the preceding sentence, this Agreement
and the Notes embody the entire agreement and understanding between each

                                       50

<PAGE>

Purchaser and the Company and supersede all prior agreements and understandings
relating to the subject matter hereof.

17.      AMENDMENT AND WAIVER.

         17.1.    REQUIREMENTS.

         This Agreement and the Notes may be amended, and the observance of any
term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used therein), will be effective as to any holder unless consented to
by such holder in writing, and (b) no such amendment or waiver may, without the
written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating to acceleration or
rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of
interest or of the Make-Whole Amount, Modified Make-Whole Amount or Breakage
Cost Indemnity, if any, on, any Series of the Notes, (ii) change the percentage
of the principal amount of the Notes the holders of which are required to
consent to any such amendment or waiver, or (iii) amend any of Sections 8,
11(a), 11(b), 12, 17 or 20.

         17.2.    SOLICITATION OF HOLDERS OF NOTES.

                  (a)      SOLICITATION. The Company will provide each holder of
         the Notes (irrespective of the amount of Notes then owned by it) with
         sufficient information, sufficiently far in advance of the date a
         decision is required, to enable such holder to make an informed and
         considered decision with respect to any proposed amendment, waiver or
         consent in respect of any of the provisions hereof or of the Notes. The
         Company will deliver executed or true and correct copies of each
         amendment, waiver or consent effected pursuant to the provisions of
         this Section 17 to each holder of outstanding Notes promptly following
         the date on which it is executed and delivered by, or receives the
         consent or approval of, the requisite holders of Notes.

                  (b)      PAYMENT. The Company will not directly or indirectly
         pay or cause to be paid any remuneration, whether by way of
         supplemental or additional interest, fee or otherwise, or grant any
         security, or other right or preferred treatment, to any holder of Notes
         as consideration for or as an inducement to the entering into by any
         holder of Notes of any waiver or amendment of any of the terms and
         provisions hereof unless such remuneration is concurrently paid, or
         security is concurrently granted, on the same terms, ratably to each
         holder of Notes then outstanding even if such holder did not consent to
         such waiver or amendment.

         17.3.    BINDING EFFECT, ETC.

                                       51

<PAGE>

         Any amendment or waiver consented to as provided in this Section 17
applies equally to all holders of Notes and is binding upon them and upon each
future holder of any Note and upon the Company without regard to whether such
Note has been marked to indicate such amendment or waiver. No such amendment or
waiver will extend to or affect any obligation, covenant, agreement, Default or
Event of Default not expressly amended or waived or impair any right consequent
thereon. No course of dealing between the Company and the holder of any Note nor
any delay in exercising any rights hereunder or under any Note shall operate as
a waiver of any rights of any holder of such Note. As used herein, the term
"AGREEMENT" and references thereto shall mean this Agreement as it may from time
to time be amended or supplemented.

         17.4.    NOTES HELD BY COMPANY, ETC.

         Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement or the Notes, or have directed the taking of any action provided
herein or in the Notes to be taken upon the direction of the holders of a
specified percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.

18.      NOTICES.

         All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

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

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

                           (iii)    if to the Company, to the Company at its
                  address set forth at the beginning hereof to the attention of
                  Chris Hutter, or at such other address as the Company shall
                  have specified to the holder of each Note in writing.

Notices and requests shall be deemed to have been given (x) in the case of those
given by facsimile, upon receipt, (y) in the case of those by registered or
certified mail, five (5) Business Days after being deposited with the United
States Postal Service, and (z) in the

                                       52

<PAGE>

case of those by recognized overnight delivery service, one (1) day after
deposit with such courier.

19.      REPRODUCTION OF DOCUMENTS.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by any Purchaser at the Closing (except the
Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to the holders of the Notes, may
be reproduced by the holders of the Notes by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar process and the
holders of the Notes may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such holder in the
regular course of business) and any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence. This
Section 19 shall not prohibit the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction.

20.      CONFIDENTIAL INFORMATION.

         For the purposes of this Section 20, "CONFIDENTIAL INFORMATION" means
information delivered to any Purchaser by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by such
Purchaser as being confidential information of the Company or such Subsidiary,
provided that such term does not include information that (a) was publicly known
or otherwise known to such Purchaser prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by such Purchaser
or any Person acting on its behalf, (c) otherwise becomes known to such
Purchaser other than through disclosure by the Company or any Subsidiary or (d)
constitutes financial statements delivered to such Purchaser under Section 7.1
that are otherwise publicly available. Each Purchaser will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by such Purchaser in good faith to protect confidential information of
third parties delivered to such Purchaser, provided that such Purchaser may
deliver or disclose Confidential Information to (i) such Purchaser's directors,
officers, employees, trustees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by such Purchaser's Notes), (ii) its financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20, (iii)
any other holder of any Note, (iv) any Institutional Investor to which such
Purchaser sells or offers to sell such Note or any part thereof or any
participation therein (if such Person has

                                       53

<PAGE>

agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 20), (v) any Person from which such
Purchaser offers to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 20), (vi) any federal or state
regulatory authority having jurisdiction over such Purchaser, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
such Purchaser's investment portfolio, (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect compliance
with any law, rule, regulation or order applicable to such Purchaser, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which such Purchaser is a party or (z) if an Event of Default has
occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of its rights and remedies under its Notes and
this Agreement or (ix) any and all Persons, without limitation, to the extent
any such Confidential Information pertains to the United States federal tax
treatment and United States federal tax structure of the transaction
contemplated by this Agreement or constitutes materials of any kind (including
opinions or other United States federal tax analyses) that are provided to the
holders of Notes relating to such United States federal tax treatment and United
States federal tax structure. The foregoing clause (ix) is intended to cause the
transaction contemplated hereby not to be treated as having been offered under
conditions of confidentiality for purposes of Sections 1.6011-4(b)(3) and
301.6111-2(a)(2)(ii) (or any successor provisions) of the United States Treasury
Regulations issued under the Code and shall be construed in a manner consistent
with such purpose. Each holder of a Note, by its acceptance of a Note, will be
deemed to have agreed to be bound by and to be entitled to the benefits of this
Section 20 as though it were a party to this Agreement. On reasonable request by
the Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement
or its nominee), such holder will enter into an agreement with the Company
embodying the provisions of this Section 20.

21.      SUBSTITUTION OF PURCHASER.

         Each Purchaser shall have the right to substitute any one of its
Affiliates as the purchaser of the Notes that such Purchaser has agreed to
purchase hereunder, by written notice to the Company, which notice shall be
signed by both such Purchaser and such Affiliate, shall contain such Affiliate's
agreement to be bound by this Agreement and shall contain a confirmation by such
Affiliate of the accuracy with respect to it of the representations set forth in
Section 6. Upon receipt of such notice, wherever the word "Purchaser" is used in
this Agreement (other than in this Section 21), such word shall be deemed to
refer to such Affiliate in lieu of such original Purchaser. In the event that
such Affiliate is so substituted as a purchaser hereunder and such Affiliate
thereafter transfers to such Purchaser all of the Notes then held by such
Affiliate, upon receipt by the Company of notice of such transfer, wherever the
word "Purchaser" is used in this Agreement (other than in this Section 21), such
word shall no longer be deemed to refer

                                       54

<PAGE>

to such Affiliate, but shall refer to such Purchaser, and such Purchaser shall
have all the rights of an original holder of the Notes under this Agreement.

22.      MISCELLANEOUS.

         22.1.    SUCCESSORS AND ASSIGNS.

         All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

         22.2.    PAYMENTS DUE ON NON-BUSINESS DAYS.

         Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-Whole Amount, Modified
Make-Whole Amount or Breakage Cost Indemnity or, subject to Section 8.10(b)(iii)
and the definition of "Interest Period", interest on any Note that is due on a
date other than a Business Day shall be made on the next succeeding Business Day
without including the additional days elapsed in the computation of the interest
payable on such next succeeding Business Day.

         22.3.    SEVERABILITY.

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

         22.4.    CONSTRUCTION.

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

         22.5.    COMPROMISES AND ARRANGEMENTS.

         Notwithstanding anything contained in the certificate of incorporation
or other charter documents of the Company or any of its Subsidiaries, the
Company acknowledges and agrees that no holder of Notes is waiving any of its
rights and remedies under this Agreement, including, without limitation, the
right to file a bankruptcy petition or petitions under the Bankruptcy Code (11
U.S.C. Section 101 et seq.) or the right to take advantage of any other
bankruptcy or insolvency law of any jurisdiction,

                                       55

<PAGE>

and the right to settle its claims in such fashion as it shall determine,
regardless of the settlement or other arrangements that may be made with the
Company or any Subsidiary by any stockholder or other creditor.

         22.6.    COUNTERPARTS.

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

         22.7.    GOVERNING LAW.

         THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF 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.

   [Remainder of Page Intentionally Left Blank; Next Page is Signature Page.]

                                    * * * * *

                                       56

<PAGE>

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

                                            Very truly yours,

                                            ADVO, INC.

                                            By: /s/ Christopher T. Hutter
                                                --------------------------------
                                            Name: Christopher T. Hutter
                                            Title: Vice President and Treasurer

<PAGE>

                                            The foregoing is hereby agreed to as
                                            of the date thereof.

                                            METROPOLITAN LIFE INSURANCE COMPANY

                                            By: /s/ Timothy L. Powell
                                                --------------------------------
                                            Name: Timothy L. Powell
                                            Title: Director

<PAGE>

                                            JOHN HANCOCK LIFE INSURANCE COMPANY

                                            By /s/ Kathleen E. McDonough
                                               ---------------------------------
                                            Name: Kathleen E. McDonough
                                            Title: Managing Director

                                            MARITIME LIFE ASSURANCE COMPANY
                                            By: John Hancock Life Insurance
                                                Company, as Investment Manager

                                                By /s/ Kathleen E. McDonough
                                                   -----------------------------
                                                Name: Kathleen E. McDonough
                                                Title: Managing Director

<PAGE>

                                            PRINCIPAL LIFE INSURANCE COMPANY

                                            By: Principal Global Investors, LLC
                                                a Delaware limited liability
                                                company, its authorized
                                                signatory

                                                By: /s/ Jon C. Heiny
                                                    ----------------------------
                                                Name: Jon C. Heiny
                                                Title: Counsel

                                                By: /s/ Patrick C. Fraizer
                                                    ----------------------------
                                                Name: Patrick C. Fraizer
                                                Title: Counsel

<PAGE>

                                            Mellon Bank, N.A., solely in its
                                            capacity as Custodian for Aviva
                                            Life-Principal Glob Priv General
                                            Account Deferred TSA (as directed by
                                            the Principal Global Investors,
                                            LLC), and not in its individual
                                            capacity (MAC & CO) - Nominee Name

                                            By: /s/ Carole Bruno
                                                --------------------------------
                                            Name: Carole Bruno
                                            Title: Authorized Signatory

The decision to participate in the investment, any representations made herein
by the participant, and any actions taken hereunder by the participant has/have
been made solely at the direction of the investment fiduciary who has sole
investment discretion with respect to this investment.

<PAGE>

                                        THE NORTHWESTERN MUTUAL LIFE
                                        INSURANCE COMPANY

                                        By: /s/ Mark E. Kishler
                                            ------------------------------------
                                        Name: Mark E. Kishler
                                        Title: Its Authorized Representative

                                        THE NORTHWESTERN MUTUAL LIFE
                                        INSURANCE COMPANY For its Group
                                        Annuity Separate Account

                                        By: /s/ Mark E. Kishler
                                            ------------------------------------
                                        Name: Mark E. Kishler
                                        Title: Its Authorized Representative

<PAGE>

                                            NEW YORK LIFE INSURANCE COMPANY

                                            By: /s/ Trinh Nguyen
                                                --------------------------------
                                            Name: Trinh Nguyen
                                            Title: Assistant Vice President

<PAGE>

                                            NEW YORK LIFE INSURANCE AND ANNUITY
                                            CORPORATION
                                            By: New York Life Investment
                                                Management LLC, Its Investment
                                                Manager

                                                By: /s/ Trinh Nguyen
                                                    ----------------------------
                                                Name: Trinh Nguyen
                                                Title: Vice President

<PAGE>

                                            MASSACHUSETTS MUTUAL LIFE INSURANCE
                                            COMPANY
                                            By: David L. Babson & Company Inc.,
                                                as Investment Advisor

                                                By: /s/ Elisabeth A. Perenick
                                                    ----------------------------
                                                Name: Elisabeth A. Perenick
                                                Title: Managing Director

                                            C.M. LIFE INSURANCE COMPANY
                                            By: David L. Babson & Company Inc.,
                                                as Investment Sub-Advisor

                                                By: /s/ Elisabeth A. Perenick
                                                    ----------------------------
                                                Name: Elisabeth A. Perenick
                                                Title: Managing Director

                                            MASSMUTUAL ASIA LIMITED
                                            By: David L. Babson & Company Inc.,
                                                Its Investment Advisor

                                                By: /s/ Elisabeth A. Perenick
                                                    ----------------------------
                                                Name: Elisabeth A. Perenick
                                                Title: Managing Director

<PAGE>

                                            PACIFIC LIFE INSURANCE COMPANY
                                            (Nominee: Mac & Co.)

                                            By: /s/ Lori Johnstone
                                                --------------------------------
                                            Name: Lori Johnstone
                                            Title: Assistant Vice President

                                            By: /s/ David C. Patch
                                                --------------------------------
                                            Name: David C. Patch
                                            Title: Assistant Secretary

<PAGE>

                                            THE TRAVELERS INSURANCE COMPANY

                                            By: /s/ William M. Gardner
                                                --------------------------------
                                            Name: William M. Gardner
                                            Title: Investment Officer

                                            THE TRAVELERS LIFE AND ANNUITY
                                            COMPANY

                                            By: /s/ William M. Gardner
                                                --------------------------------
                                            Name: William M. Gardner
                                            Title: Investment Officer

                                            PRIMERICA LIFE INSURANCE COMPANY

                                            By: /s/ William M. Gardner
                                                --------------------------------
                                            Name: William M. Gardner
                                            Title: Investment Officer

<PAGE>

                                           FORT DEARBORN LIFE INSURANCE COMPANY
                                           By: Advantus Capital Management, Inc.

                                               By: /s/ John Leiviska
                                                   -----------------------------
                                               Name: John Leiviska
                                               Title: Vice President

                                           MTL INSURANCE COMPANY
                                           By: Advantus Capital Management, Inc.

                                               By: /s/ John Leiviska
                                                   -----------------------------
                                               Name: John Leiviska
                                               Title: Vice President

                                           GREAT WESTERN INSURANCE COMPANY
                                           By: Advantus Capital Management, Inc.

                                               By: /s/ John Leiviska
                                                   -----------------------------
                                               Name: John Leiviska
                                               Title: Vice President

<PAGE>

                                       PHOENIX LIFE INSURANCE COMPANY

                                       By: /s/ Christopher M. Wilkos
                                           --------------------------------
                                       Name: Christopher M. Wilkos
                                       Title: Senior Vice President
                                              Corporate Portfolio Management

<PAGE>


                                            AMERICAN FAMILY LIFE INSURANCE
                                            COMPANY

                                            By: /s/ Philip Hannifan
                                                --------------------------------
                                            Name: Phillip Hannifan
                                            Title: Investment Director