EXECUTION
        COPY





LOAN
      AGREEMENT




Dated
      as of August 30, 2007,




among




CENVEO
      CORPORATION,


as
      Borrower,




CENVEO,
      INC.,


as
      a Guarantor,




LEHMAN
      COMMERCIAL PAPER INC.,


as
      Administrative Agent,




the
      Lenders party hereto




and




LEHMAN
      BROTHERS INC.,


as
      Sole Lead Arranger and Sole Book Manager










**TABLE
                OF CONTENTS****Page**ARTICLE
                I
            DEFINITIONS
                AND ACCOUNTING TERMS
            11.01
            Defined
                Terms
            11.02
            Other
                Interpretive Provisions
            251.03
            Accounting
                Terms
            261.04
            Rounding
            281.05
            Times
                of Day
            281.06
            [Intentionally
                Omitted]
            28ARTICLE
                II
            THE
                COMMITMENTS AND CREDIT EXTENSIONS
            282.01
            The
                Loans
            282.02
            Borrowings,
                Conversions and Continuations of
                Loans
            282.03
            [Intentionally
                Omitted]
            302.04
            [Intentionally
                Omitted]
            302.05
            Prepayments
            302.06
            Termination
                or Reduction of Commitments
            332.07
            Repayment
                of Loans
            332.08
            Interest
            332.09
            Fees
            342.10
            Computation
                of Interest and Fees
            342.11
            Evidence
                of Debt
            352.12
            Payments
                Generally; Administrative Agent’s
                Clawback
            352.13
            Sharing
                of Payments by Lenders
            372.14
            [Intentionally
                Omitted]
            382.15
            Exchange
                Notes
            38ARTICLE
                III
            TAXES,
                YIELD PROTECTION AND ILLEGALITY
            413.01
            Taxes
            413.02
            Illegality
            433.03
            Inability
                to Determine Rates
            443.04
            Increased
                Costs; Reserves on Eurodollar Rate
                Loans
            443.05
            Compensation
              for Losses
            46





i


**TABLE
                OF CONTENTS**
              **(continued)****Page**





3.06
            Mitigation
                Obligations; Replacement of
                Lenders
            463.07
            Survival
            47ARTICLE
                IV
            CONDITIONS
                PRECEDENT TO CREDIT EXTENSIONS
            474.01
            Conditions
                of Initial Credit Extension
            474.02
            Conditions
                to all Credit Extensions
            50ARTICLE
                V
            REPRESENTATIONS
                AND WARRANTIES
            515.01
            Existence,
                Qualification and Power
            515.02
            Authorization;
                No Contravention
            515.03
            Governmental
                Authorization; Other
                Consents
            515.04
            Binding
                Effect
            525.05
            Financial
                Statements; No Material Adverse Effect; No Internal
                Control Event
            525.06
            Litigation
            535.07
            No
                Default
            535.08
            Ownership
                of Property; Liens; Investments
            535.09
            Environmental
                Compliance
            545.10
            Insurance
            555.11
            Taxes
            555.12
            ERISA
                Compliance
            565.13
            Subsidiaries;
                Equity Interests; Loan
                Parties
            565.14
            Margin
                Regulations; Investment Company
                Act
            575.15
            Disclosure
            575.16
            Compliance
                with Laws
            575.17
            Intellectual
                Property; Licenses, Etc
            575.18
            Solvency
            585.19
            Casualty,
                Etc
            585.20
            Labor
                Matters
            585.21
            [Intentionally
                Omitted]
            58ARTICLE
                VI
            AFFIRMATIVE
                COVENANTS
            586.01
            Financial
                Statements
            58


ii
 **TABLE
                  OF CONTENTS**
                **(continued)****Page**


6.02
            Certificates;
                Other Information
            596.03
            Notices
            626.04
            Payment
                of Obligations
            636.05
            Preservation
                of Existence, Etc
            636.06
            Maintenance
                of Properties
            646.07
            Maintenance
                of Insurance
            646.08
            Compliance
                with Laws
            646.09
            Books
                and Records
            646.10
            Inspection
                Rights
            656.11
            Use
                of Proceeds
            656.12
            Covenant
                to Guarantee Obligations and Give
                Security
            656.13
            Compliance
                with Environmental Laws
            666.14
            Preparation
                of Environmental Reports
            666.15
            Further
                Assurances
            676.16
            Compliance
                with Terms of Leaseholds
            676.17
            [Intentionally
                Omitted]
            676.18
            Material
                Contracts
            676.19
            [Intentionally
                Omitted]
            676.20
            [Intentionally
                Omitted]
            67ARTICLE
                VII
            NEGATIVE
                COVENANTS
            677.01
            Liens
            687.02
            Indebtedness
            697.03
            Investments
            717.04
            Fundamental
                Changes
            737.05
            Dispositions
            737.06
            Restricted
                Payments
            747.07
            Change
                in Nature of Business
            757.08
            Transactions
                with Affiliates
            767.09
            Burdensome
                Agreements
            76


iii
 **TABLE
                  OF CONTENTS**
                **(continued)****Page**


7.10
            Use
                of Proceeds
            767.11
            Financial
                Covenants
            767.12
            Capital
                Expenditures
            777.13
            Amendments
                of Organization Documents
            777.14
            Accounting
                Changes
            777.15
            Prepayments,
                Etc. of Indebtedness
            787.16
            Amendment,
                Etc. of Related Documents and
                Indebtedness
            797.17
            Holding
                Company
            807.18
            Designation
                of Senior Debt
            80ARTICLE
                VIII
            EVENTS
                OF DEFAULT AND REMEDIES
            808.01
            Events
                of Default
            808.02
            Remedies
                upon Event of Default
            838.03
            Application
                of Funds
            83ARTICLE
                IX
            ADMINISTRATIVE
                AGENT
            849.01
            Appointment
                and Authority
            849.02
            Rights
                as a Lender
            849.03
            Exculpatory
                Provisions
            859.04
            Reliance
                by Administrative Agent
            859.05
            Delegation
                of Duties
            869.06
            Resignation
                of Administrative Agent
            869.07
            Non-Reliance
                on Administrative Agent and Other
                Lenders
            879.08
            No
                Other Duties, Etc
            879.09
            Administrative
                Agent May File Proofs of
                Claim
            879.10
            Guaranty
                Matters
            88ARTICLE
                X
            CONTINUING
                GUARANTY
            8810.01
            Guaranty
            8810.02
            Rights
                of Lenders
            8910.03
            Certain
                Waivers
            8910.04
            Obligations
                Independent
            90


iv
 **TABLE
                  OF CONTENTS**
                **(continued)****Page**


10.05
            Subrogation
            9010.06
            Termination;
                Reinstatement
            9010.07
            Subordination
            9010.08
            Stay
                of Acceleration
            9110.09
            Condition
                of Borrower
            9110.10
            Additional
                Guarantor Waivers and
                Agreements
            91ARTICLE
                XI
            MISCELLANEOUS
            9211.01
            Amendments,
                Etc
            9211.02
            Notices;
                Effectiveness; Electronic
                Communications
            9411.03
            No
                Waiver; Cumulative Remedies
            9611.04
            Expenses;
                Indemnity; Damage Waiver
            9611.05
            Payments
                Set Aside
            9811.06
            Successors
                and Assigns
            9811.07
            Treatment
                of Certain Information;
                Confidentiality
            10211.08
            Right
                of Setoff
            10311.09
            Interest
                Rate Limitation
            10311.10
            Counterparts;
                Effectiveness
            10311.11
            Survival
                of Representations and
                Warranties
            10411.12
            Severability
            10411.13
            Replacement
                of Lenders
            10411.14
            Governing
                Law; Jurisdiction; Etc
            10511.15
            Waiver
                of Jury Trial
            10611.16
            California
                Judicial Reference
            10611.17
            No
                Advisory or Fiduciary Responsibility
            10611.18
            USA
                PATRIOT Act Notice
            10711.19
            Time
                of the Essence
            10711.20
            ENTIRE
                AGREEMENT
            10811.21
            [Intentionally
                Omitted]
            10811.22
            [Intentionally
                Omitted]
            108


v


SCHEDULES1.02
            -
            Material
                Contracts1.03
            -
            Consolidated
                Adjusted EBITDA2.01
            -
            Commitments
                and Applicable Percentages5.01
            -
            Excluded
                Loan Parties5.06
            -
            Litigation5.08(b)
            -
            Existing
                Liens5.08(c)
            -
            Owned
                Real Property5.08(d)(i)
            -
            Leased
                Real Property (Lessee)5.08(d)(ii)
            -
            Leased
                Real Property (Lessor)5.08(e)
            -
            Existing
                Investments5.09
            -
            Environmental
                Matters5.13
            -
            Subsidiaries
                and Other Equity Investments; Loan Parties5.17
            -
            Intellectual
                Property Matters5.20
            -
            Labor
                Matters6.12
            -
            Guarantors7.02
            -
            Existing
                Indebtedness7.09
            -
            Existing
                Burdensome Agreements11.02
            -
            Administrative
                Agent’s Office, Certain Addresses for Notices11.06
            -
            Processing
                and Recordation FeesEXHIBITS*Form
                of*A
            -
            Loan
                NoticeB
            -
            [Intentionally
                Omitted]C-1
            -
            Term
                NoteC-2
            -
            [Intentionally
                Omitted]D
            -
            Compliance
                CertificateE
            -
            Assignment
                and AssumptionF
            -
            GuarantyG
            -
            [Intentionally
                Omitted]H
            -
            [Intentionally
                Omitted]I
            -
            [Intentionally
                Omitted]J-1
            -
            Opinion
                Matters – General Counsel to HoldingsJ-2
            -
            Opinion
                Matters – Special New York Counsel to Loan PartiesK
            -
            Joinder
                AgreementL
            -
            [Intentionally
                Omitted]M
            -
            Underwriting/Purchase
                AgreementN
            -
            Registration
                Rights Agreement


vi


**LOAN
      AGREEMENT**




This
      **LOAN AGREEMENT** (“Agreement”) is entered into as of
      August****30, 2007, among CENVEO CORPORATION,
      a****Delaware corporation (the “Borrower”), CENVEO,
      INC., a Colorado corporation (“Holdings”), each lender from time to time
      party hereto (collectively, the “Lenders” and individually, a
“Lender”), and LEHMAN COMMERCIAL PAPER INC., as Administrative
      Agent.




**PRELIMINARY
      STATEMENTS:**




The
      Borrower has entered into a Stock Purchase Agreement, dated as of July 17,
      2007
      (as amended, supplemented or otherwise modified from time to time in accordance
      with the provisions hereof, the “Purchase Agreement”), among the
      Borrower, as Buyer, Commercial Envelope Manufacturing Co., Inc. (the
“Target”), William B. Wachtel as trustee under Ira B. Kristel Trust IV,
      as amended and restated u/t/d May 31, 2006, between Ira B. Kristel, as Grantor,
      and William B. Wachtel, as Trustee, a trust organized under the laws of the
      State of New York, Alan Kristel, an individual residing in the State of New
      York, Steven Kristel, an individual residing in the State of New York, and
      William B. Wachtel as representative of the Stockholders,  pursuant to
      which the Borrower will acquire (the “Target Acquisition”) all of the
      issued and outstanding Equity Interests of the Target.




The
      Borrower has requested that the Lenders provide a term loan facility, and the
      Lenders have indicated their willingness to provide the term loan facility
      on
      the terms and subject to the conditions set forth herein.




In
      consideration of the mutual covenants and agreements herein contained, the
      parties hereto covenant and agree as follows:




**ARTICLE
      I**




**DEFINITIONS
      AND ACCOUNTING TERMS**




**1.01Defined
      Terms.**




As
      used in this Agreement, the following terms shall have the meanings set forth
      below:




“Acquisition”,
      by any Person, means the purchase or acquisition in a single transaction or
      a
      series of related transactions by any such Person, individually or, together
      with its Affiliates, of (a) any Equity Interest of any other Person (other
      than
      an existing Subsidiary of the Borrower) which are sufficient such that such
      other Person becomes a direct or indirect Subsidiary of the Borrower or (b)
      all
      or a substantial portion of the Property, including, without limitation, all
      or
      a substantial portion of the property comprising a division, business unit
      or
      line of business, of any other Person (other than a Subsidiary of the Borrower),
      whether involving a merger or consolidation with such other
      Person.  “Acquire” has a meaning correlative
      thereto.




“Acquisition
      Debt” means Indebtedness permitted under Section 7.02(j) the
      proceeds of which are paid within ten (10) days of the incurrence thereof as
      part of the consideration in connection with an acquisition or purchase
      permitted under Section 7.03(h).







“Administrative
      Agent” means Lehman Commercial Paper Inc. in its capacity as administrative
      agent under any of the Loan Documents, or any successor administrative
      agent.




“Administrative
      Agent’s Office” means the Administrative Agent’s address and, as
      appropriate, account as set forth on Schedule 11.02, or such other
      address or account as the Administrative Agent may from time to time notify
      to
      the Borrower and the Lenders.




“Administrative
      Questionnaire” means an Administrative Questionnaire in a form supplied by
      the Administrative Agent.




“Affiliate”
      means, with respect to any Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.




“Aggregate
      Commitments” means the Commitments of all the Lenders.




“Aggregate
      Credit Exposures” means, at any time, the aggregate amount of the
      Term  Loans outstanding at such time.




“Agreement”
      means this Loan Agreement.




“Applicable
      Percentage” means, with respect to any Term Lender at any time, the
      percentage (carried out to the ninth decimal place) of the Term Facility
      represented by (i) on or prior to the Closing Date, such Term Lender’s Term
      Commitment at such time and (ii) thereafter, the principal amount of such Term
      Lender’s Term Loans at such time.  The initial Applicable Percentage
      of each Lender is set forth opposite the name of such Lender on Schedule
      2.01 or in the Assignment and Assumption pursuant to which such Lender
      becomes a party hereto, as applicable.




“Applicable
      Rate” means 4.50% per annum for Eurodollar Rate Loans and 3.50% per annum
      for Base Rate Loans.  The Applicable Rate for Eurodollar Rate Loans
      and Base Rate Loans shall increase by 0.50% per annum on January 1, 2008 and
      shall increase by an additional 0.50% per annum upon each subsequent 90-day
      anniversary of such date.




“Appropriate
      Lender” means, at any time, a Lender that has a Commitment or holds a Term
      Loan at such time.




“Approved
      Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
      Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
      administers or manages a Lender.




“Assignee
      Group” means two or more Eligible Assignees that are Affiliates of one
      another or two or more Approved Funds managed by the same investment
      advisor.




“Assignment
      and Assumption” means an assignment and assumption entered into by a Lender
      and an Eligible Assignee (with the consent of any party whose consent is
      required by Section 11.06(b)), and accepted by the Administrative Agent,
      in substantially the form of Exhibit E or any other form approved by
      the Administrative Agent.




2


“Attributable
      Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of
      any Person, the capitalized amount thereof that would appear on a balance sheet
      of such Person prepared as of such date in accordance with GAAP, (b) in respect
      of any Synthetic Lease Obligation, the capitalized amount of the remaining
      lease
      or similar payments under the relevant lease or other applicable agreement
      or
      instrument that would appear on a balance sheet of such Person prepared as
      of
      such date in accordance with GAAP if such lease or other agreement or instrument
      were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such
      Person.




“Audited
      Financial Statements” means the audited consolidated balance sheet of
      Holdings and its Subsidiaries for the fiscal year ended December 31, 2006,
      and
      the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal year of Holdings and its Subsidiaries,
      including the notes thereto, in each case as included in Holdings Annual Report
      on Form 10-K for the fiscal year ended December 31, 2006.




“Available
      Loss Proceeds” means the difference of (a) Loss Proceeds received during any
      fiscal year less (b) the amount of such proceeds that are applied to the repair
      of the property subject to such loss or to the purchase price of similar
      replacement property in either case within 120 days of receipt of such Loss
      Proceeds or, so long as Borrower gives written notice to the Administrative
      Agent within such 120 day period that it intends to so apply such Loss Proceeds,
      within 365 of receipt of such Loss Proceeds.




“Base
      Rate” means for any day a fluctuating rate per annum equal to the higher of
      (a) the Federal Funds Rate plus 1/2 of 1% and (b) the Prime Rate in
      effect on such day.  Any change in the Base Rate due to a change in
      the Prime Rate actually available or the Federal Funds Rate shall be effective
      as of the opening of business on the effective day of such change in the Prime
      Rate or the Federal Funds Rate, respectively.




“Base
      Rate Loan” means a Term Loan that bears interest based on the Base
      Rate.




“Borrower”
      has the meaning specified in the introductory paragraph hereto.




“Borrower
      Materials” has the meaning specified in Section 6.02.




“Borrowing”
      means a Term Borrowing.




“Business
      Day” means any day other than a Saturday, Sunday or other day on which
      commercial banks are authorized to close under the Laws of, or are in fact
      closed in, the state where the Administrative Agent’s Office is located or
      Stamford, Connecticut and, if such day relates to any Eurodollar Rate Loan,
      means any such day on which dealings in Dollar deposits are conducted by and
      between banks in the London interbank eurodollar market.




“Cadmus”
      means Cadmus Communications Corporation, a Virginia corporation.




“Cadmus
      Change of Control Offer” means any offer to purchase the Cadmus Subordinated
      Notes required to be made to the holders thereof pursuant to the Cadmus
      Subordinated Notes Documents as a result of the Acquisition (as defined in
      the
      Existing Credit Agreement), and any purchase of the Cadmus Subordinated Notes
      resulting from such offer.




3


“Cadmus
      Subordinated Notes” means the 8-3/8% Senior Subordinated Notes due 2014
      issued pursuant to the Cadmus Subordinated Notes Documents in an aggregate
      principal amount of $125,000,000.




“Cadmus
      Subordinated Notes Documents” means the Indenture, dated as of June 15,
      2004, among Cadmus, the subsidiary guarantors party thereto and U.S. Bank
      National Association (as successor to Wachovia Bank, National Association),
      as
      trustee, the Cadmus Subordinated Notes and all other agreements, instruments
      and
      other documents pursuant to which the Cadmus Subordinated Notes have been issued
      or otherwise setting forth the terms of the Cadmus Subordinated
      Notes.




“Cadmus
      Tender Offer” means the tender offer for and repurchase of all of the Cadmus
      Subordinated Notes made by the Borrower.




“Capital
      Expenditures” means, with respect to any Person for any period, any
      expenditure in respect of the purchase or other acquisition of any fixed or
      capital asset (excluding normal replacements and maintenance which are properly
      charged to current operations).  For purposes of this definition, the
      purchase price of equipment that is purchased simultaneously with the trade-in
      of existing equipment or with insurance proceeds shall be included in Capital
      Expenditures only to the extent of the gross amount by which such purchase
      price
      exceeds the credit granted by the seller of such equipment for the equipment
      being traded in at such time or the amount of such insurance proceeds, as the
      case may be.




“Capitalized
      Leases” means all leases that have been or should be, in accordance with
      GAAP, recorded as capitalized leases.




“Cash
      Equivalents” means any of the following types of Investments, to the extent
      owned by the Borrower or any of its Subsidiaries free and clear of all Liens
      (other than Liens created under the Existing Collateral Documents):




(a)           readily
      marketable obligations issued or directly and fully guaranteed or insured by
      the
      United States of America or any agency or instrumentality thereof having
      maturities of not more than one year from the date of acquisition thereof;
      provided that the full faith and credit of the United States of America
      is pledged in support thereof;




(b)           time
      deposits with, or insured certificates of deposit or bankers’ acceptances of,
      any nationally-recognized securities dealer or any commercial bank, trust
      company, savings and loan association or savings bank that (i) (A) is a
      Lender or (B) is (x) organized under the laws of the United States of
      America, any state thereof or the District of Columbia, or a political
      subdivision thereof, (y) a U.S. branch of any such institution organized
      under the laws of any other country that is a member of the OECD, or
      (z) the principal banking subsidiary of a bank holding company organized
      under the laws of the United States of America, any state thereof or the
      District of Columbia, and is a member of the Federal Reserve System, (ii) issues
      (or the parent of which issues) commercial paper rated as described in
      clause (c) of this definition and (iii) has combined capital and
      surplus of at least $1,000,000,000, in each case with maturities of not more
      than 180 days from the date of acquisition thereof;




4


(c)           commercial
      paper issued by any Person organized under the laws of any state of the United
      States of America and rated at least “Prime-2” (or the then equivalent grade) by
      Moody’s or at least “A-2” (or the then equivalent grade) by S&P, in each
      case with maturities of not more than 180 days from the date of acquisition
      thereof;




(d)           Investments,
      classified in accordance with GAAP as current assets of the Borrower or any
      of
      its Subsidiaries, in money market investment programs registered under the
      Investment Company Act of 1940, which are administered by financial institutions
      that have the highest rating obtainable from either Moody’s or S&P, and the
      portfolios of which are limited solely to Investments of the character, quality
      and maturity described in clauses (a), (b) and (c) of this definition,
      and




(e)           obligations
      with any Lender, any other bank or trust company described in
      clause (b) above, or any nationally-recognized securities dealer, in
      respect of the repurchase of obligations of the type described in clause
      (a) above, provided that such repurchase obligations shall be fully secured
      by obligations of the type described in said clause and the possession of such
      obligations shall be transferred to, and segregated from other obligations
      owned
      by, such Lender, such other bank or trust company or such securities
      dealer.




“CERCLA”
      means the Comprehensive Environmental Response, Compensation and Liability
      Act
      of 1980.




“CERCLIS”
      means the Comprehensive Environmental Response, Compensation and Liability
      Information System maintained by the U.S. Environmental Protection
      Agency.




“CFC”
      means a Person that is a controlled foreign corporation under Section 957 of
      the
      Code.




“Change
      in Law” means the occurrence, after the date of this Agreement, of any of
      the following:  (a) the adoption or taking effect of any law, rule,
      regulation or treaty, (b) any change in any law, rule, regulation or treaty
      or
      in the administration, interpretation or application thereof by any Governmental
      Authority or (c) the making or issuance of any request, guideline or directive
      (whether or not having the force of law) by any Governmental
      Authority.




“Change
      of Control” means an event or series of events by which:




(a)           any
      “person” or “group” (as such terms are used in Sections 13(d) and
      14(d) of the Securities Exchange Act of 1934, but excluding any employee
      benefit plan of such person or its subsidiaries, and any person or entity acting
      in its capacity as trustee, agent or other fiduciary or administrator of any
      such plan), except the Permitted Holders, becomes the “beneficial owner” (as
      defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934),
      directly or indirectly, of 35% or more of the equity securities of Holdings
      entitled to vote for members of the board of directors or equivalent governing
      body of Holdings on a fully-diluted basis; or




(b)           during
      any period of 12 consecutive months, a majority of the members of the board
      of
      directors or other equivalent governing body of Holdings cease to
      be




5




composed
      of individuals (i) who were members of that board or equivalent governing body
      on the first day of such period, (ii) whose election or nomination to that
      board
      or equivalent governing body was approved by individuals referred to in
      clause (i) above constituting at the time of such election or
      nomination at least a majority of that board or equivalent governing body or
      (iii) whose election or nomination to that board or other equivalent governing
      body was approved by individuals referred to in clauses (i) and
      (ii) above constituting at the time of such election or nomination at least
      a majority of that board or equivalent governing body (excluding, in the case
      of
      both clause (ii) and clause (iii), any individual whose initial
      nomination for, or assumption of office as, a member of that board or equivalent
      governing body occurs as a result of an actual or threatened solicitation of
      proxies or consents for the election or removal of one or more directors by
      any
      person or group other than a solicitation for the election of one or more
      directors by or on behalf of the board of directors); or




(c)           any
      Person or two or more Persons acting in concert (excluding the Permitted
      Holders) shall have acquired by contract or otherwise, the power to exercise,
      directly or indirectly, a controlling influence over the management or policies
      of Holdings, or control over the equity securities of Holdings entitled to
      vote
      for members of the board of directors or equivalent governing body of Holdings
      on a fully-diluted basis representing 35% or more of the combined voting power
      of such securities; or




(d)           Holdings
      shall cease, directly or indirectly, to own and control legally and beneficially
      all of the Equity Interests in the Borrower.




“Closing
      Date” means the first date all the conditions precedent in Section
      4.01 are satisfied or waived in accordance with Section
      11.01.




“Code”
      means the Internal Revenue Code of 1986.




“Commitment”
      means a Term Commitment.




“Compliance
      Certificate” means a certificate substantially in the form of
Exhibit D.




“Condemnation
      Award” means all proceeds of any taking of real or personal property, or any
      part thereof or interest therein, for public or quasi-public use under the
      power
      of eminent domain, by reason of any public improvement or condemnation
      proceeding, or in any other manner, or transfer in lieu thereof.




“Consolidated
      Adjusted EBITDA” means, at any date of determination, an amount equal to
      Consolidated Net Income of Holdings and its Subsidiaries on a consolidated
      basis
      for the most recently completed Measurement Period plus (a) the following
      to the extent deducted in calculating such Consolidated Net Income for such
      Measurement Period:  (i) Consolidated Interest Charges, (ii) the
      provision for Federal, state, local and foreign income taxes payable and tax
      contingencies, (iii) depreciation and amortization expense and (iv) all
      other non-cash items decreasing Consolidated Net Income (in each case of or
      by
      Holdings and its Subsidiaries for such Measurement Period), minus (b) the
      following to the extent added in calculating such Consolidated Net Income for
      such Measurement Period:  (i) Federal, state, local and foreign income
      tax credits and tax contingency credits and (ii) all non-cash items
      increasing




6




Consolidated
      Net Income (in each case of or by Holdings and its Subsidiaries for such
      Measurement Period), and excluding (c) without duplication, the following
      to the extent included in the calculation of Consolidated Net Income for such
      Measurement Period:  (i) cash restructuring, integration, impairment
      and related fees, expenses and charges in an aggregate amount of up to
      $20,000,000 incurred during the fiscal year ending December 31, 2007, (ii)
      non-cash restructuring, integration, impairment and related fees, expenses
      and
      charges, (iii) gain (loss) on the Disposition of non-strategic businesses and
      discontinued operations, (iv) stock based compensation expensed in accordance
      with Statement of Financial Account Standards 123R, (v) gain (loss) arising
      from
      the Tender Offer, the Cadmus Change of Control Offer or the Cadmus Tender Offer,
      (vi) non-cash gain (loss) on the early extinguishment of Indebtedness other
      than
      in connection with the Tender Offer, the Cadmus Change of Control Offer or
      the
      Cadmus Tender Offer, (vii) cumulative effect of changes in accounting
      principles, (viii) non-cash extraordinary gains and non-cash extraordinary
      losses for such Measurement Period and (ix) other non-cash non-recurring charges
      and expenses (in each case of or by Holdings and its Subsidiaries for such
      Measurement Period).  For the purpose of determining the Consolidated
      Leverage Ratio and the Consolidated Interest Coverage Ratio, Consolidated
      Adjusted EBITDA shall be calculated on a Pro Forma Basis in accordance with
      the
      provisions in Section 1.03.  Notwithstanding the foregoing, (a)
      Consolidated Adjusted EBITDA shall be the amount set forth on Schedule
      1.03 for each of the respective periods referenced therein and (b) for the
      fiscal quarter ending March 31, 2007, Consolidated Adjusted EBITDA, as
      calculated above, shall be determined by adding an adjustment of $8,000,000
      for
      such period.




“Consolidated
      Funded Indebtedness” means, as of any date of determination, for Holdings
      and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding
      principal amount of all obligations, whether current or long-term, for borrowed
      money (including Obligations hereunder) and all obligations evidenced by bonds,
      debentures, notes, loan agreements or other similar instruments, (b) all
      purchase money Indebtedness, (c) all direct obligations arising under letters
      of
      credit (including standby and commercial), bankers’ acceptances, bank
      guaranties, surety bonds and similar instruments, (d) all obligations in respect
      of the deferred purchase price of property or services (other than trade
      accounts payable in the ordinary course of business), (e) all Attributable
      Indebtedness, (f) without duplication, all Guarantees with respect to
      outstanding Indebtedness of the types specified in clauses (a) through
      (e) above of Persons other than Holdings or any Subsidiary, and (g) all
      Indebtedness of the types referred to in clauses (a) through
      (e) above of any partnership or joint venture (other than a joint venture
      that is itself a corporation, limited liability company or similar legal entity)
      in which Holdings or a Subsidiary is a general partner or joint venturer, except
      to the extent such Indebtedness is expressly made non-recourse to Holdings
      or
      such Subsidiary.  For the purpose of determining the Consolidated
      Leverage Ratio and the Consolidated Interest Coverage Ratio, Consolidated Funded
      Indebtedness shall be calculated on a Pro Forma Basis in accordance with the
      provisions in Section 1.03.




“Consolidated
      Interest Charges” means, at any date of determination, the sum of (a) all
      interest, premium payments, debt discount, fees, charges and related expenses
      in
      connection with borrowed money (including capitalized interest) or in connection
      with the deferred purchase price of assets, in each case to the extent treated
      as interest in accordance with GAAP (but excluding (i) any premium paid in
      respect of the Senior Notes in connection with the Tender Offer or any
      prepayment, purchase or redemption of the Cadmus Subordinated Notes
      permitted






7


under
      Section 7.15(g), (ii) any premium paid in respect of the Cadmus
      Subordinated Notes in connection with the Cadmus Tender Offer or the Cadmus
      Change of Control Offer and (iii) any write-off or acceleration of deferred
      financing fees associated with the Senior Notes, the Cadmus Subordinated Notes,
      the Existing Credit Agreement or the transactions contemplated by the Existing
      First Amendment), (b) all interest that is treated as “interest” under GAAP that
      is paid or payable with respect to discontinued operations, and (c) the portion
      of rent expense under Capitalized Leases that is treated as interest expense
      in
      accordance with GAAP, in each case, of or by Holdings and its Subsidiaries
      on a
      consolidated basis for the most recently completed Measurement Period. For
      the
      purpose of determining the Consolidated Leverage Ratio and the Consolidated
      Interest Coverage Ratio, Consolidated Interest Charges shall be calculated
      on a
      Pro Forma Basis in accordance with the provisions in Section 1.03;
provided that:  (i) for purposes of calculating the amount of
      Consolidated Interest Charges for the Measurement Period ending March 31, 2007,
      such amount shall equal actual Consolidated Interest Charges (as calculated
      above) for the fiscal quarter ending March 31, 2007, multiplied by four
      (4); (ii) for purposes of calculating the amount of Consolidated Interest
      Charges for the Measurement Period ending June 30, 2007, such amount shall
      equal actual Consolidated Interest Charges (as calculated above) for the fiscal
      quarters ending March 31, 2007 and June 30, 2007, multiplied by two (2),
      and (iii) for purposes of calculating the amount of Consolidated Interest
      Charges for the Measurement Period ending September 30, 2007, such amount shall
      equal actual Consolidated Interest Charges (as calculated above) for the fiscal
      quarters ending March 31, 2007, June 30, 2007 and September 30, 2007,
multiplied by four-thirds (4/3).




“Consolidated
      Interest Coverage Ratio” means, as of any date of determination, the ratio
      of (a) Consolidated Adjusted EBITDA to (b) Consolidated Interest
      Charges.




“Consolidated
      Leverage Ratio” means, as of any date of determination, the ratio of (a)
      Consolidated Funded Indebtedness as of such date to**(b)
      Consolidated Adjusted EBITDA.




“Consolidated
      Net Income” means, at any date of determination, the net income (or loss) of
      Holdings and its Subsidiaries on a consolidated basis for the most recently
      completed Measurement Period; provided that Consolidated Net Income shall
      exclude (a) the net income of any Subsidiary (other than any Loan Party) during
      such Measurement Period to the extent that the declaration or payment of
      dividends or similar distributions by such Subsidiary of such income is not
      permitted by operation of the terms of its Organization Documents or any
      agreement, instrument or Law applicable to such Subsidiary during such
      Measurement Period, except that Holdings’ equity in any net loss of any such
      Subsidiary for such Measurement Period shall be included in determining
      Consolidated Net Income, and (b) any income (or loss) for such Period of any
      Person if such Person is not a Subsidiary, except that Holdings’ equity in the
      net income of any such Person for such Measurement Period shall be included
      in
      Consolidated Net Income up to the aggregate amount of cash actually distributed
      by such Person during such Period to Holdings or a Subsidiary as a dividend
      or
      other distribution (and in the case of a dividend or other distribution to
      a
      Subsidiary (other than any Loan Party), such Subsidiary is not precluded from
      further distributing such amount as described in clause (a) of this
      proviso).  For the purpose of determining the Consolidated Leverage
      Ratio and the Consolidated Interest Coverage Ratio, Consolidated Net Income
      shall be calculated on a Pro Forma Basis in accordance with the provisions
      in
Section 1.03.




8


“Contractual
      Obligation” means, as to any Person, any provision of any security issued by
      such Person or of any agreement, instrument or other undertaking to which such
      Person is a party or by which it or any of its property is bound.




“Control”
      means the possession, directly or indirectly, of the power to direct or cause
      the direction of the management or policies of a Person, whether through the
      ability to exercise voting power, by contract or
      otherwise.  “Controlling” and “Controlled” have meanings
      correlative thereto.




“Credit
      Extension” means a Borrowing.




“Debtor
      Relief Laws” means the Bankruptcy Code of the United States, and all other
      liquidation, conservatorship, bankruptcy, assignment for the benefit of
      creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
      or similar debtor relief Laws of the United States or other applicable
      jurisdictions from time to time in effect and affecting the rights of creditors
      generally.




“Default”
      means any event or condition that constitutes an Event of Default or that,
      with
      the giving of any notice, the passage of time, or both, would be an Event of
      Default.




“Default
      Rate” means an interest rate equal to (i) the Base Rate plus (ii) the
      Applicable Rate, if any, applicable to Base Rate Loans under the Term Facility
      plus (iii) 2% per annum; provided, however, that with
      respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
      equal to the interest rate (including any Applicable Rate) otherwise applicable
      to such Loan plus 2% per annum; and provided, further, that
      in no event shall the Default Rate exceed the Interest Rate Cap plus 2%
      per annum.




“Defaulting
      Lender” means any Lender that (a) has failed to fund any portion of the Term
      Loans required to be funded by it hereunder within one Business Day of the
      date
      required to be funded by it hereunder, (b) has otherwise failed to pay over
      to
      the Administrative Agent or any other Lender any other amount required to be
      paid by it hereunder within one Business Day of the date when due, unless the
      subject of a good faith dispute, or (c) has been deemed insolvent or become
      the
      subject of a bankruptcy or insolvency proceeding.




“Delay
      Period” has the meaning specified in Section 2.15(a)(v).




“Disclosed
      Litigation” has the meaning set forth in Section 5.06.




“Disposition”
      or “Dispose” means the sale, transfer, license, lease or other
      disposition (including any sale and leaseback transaction) of any property
      by
      any Person (or the granting of any option or other right to do any of the
      foregoing), including any sale, assignment, transfer or other disposal, with
      or
      without recourse, of any notes or accounts receivable or any rights and claims
      associated therewith.




“Dollar”
      and “$” mean lawful money of the United States.




“Domestic
      Subsidiary” means any Subsidiary that is organized under the laws of any
      political subdivision of the United States.




9


“Eligible
      Assignee” means any Person that meets the requirements to be an assignee
      under Section 11.06(b)(iii), (v) and
(vi) (subject to such consents, if any, as may be required
      under
Section 11.06(b)(iii)).




“Environmental
      Laws” means any and all Federal, state, local, and foreign statutes, laws,
      regulations, ordinances, rules, judgments, orders, decrees, permits,
      concessions, grants, franchises, licenses, agreements or governmental
      restrictions relating to pollution and the protection of the environment or
      the
      release of any materials into the environment, including those related to
      hazardous substances or wastes, air emissions and discharges to waste or public
      systems.




“Environmental
      Liability” means any liability, contingent or otherwise (including any
      liability for damages, costs of environmental remediation, fines, penalties
      or
      indemnities), of the Borrower, any other Loan Party or any of their respective
      Subsidiaries directly or indirectly resulting from or based upon (a) violation
      of any Environmental Law, (b) the generation, use, handling, transportation,
      storage, treatment or disposal of any Hazardous Materials, (c) exposure to
      any
      Hazardous Materials, (d) the release or threatened release of any Hazardous
      Materials into the environment or (e) any contract, agreement or other
      consensual arrangement pursuant to which liability is assumed or imposed with
      respect to any of the foregoing.




“Environmental
      Permit” means any permit, approval, identification number, license or other
      authorization required under any Environmental Law.




“Equipment
      Loans” means those certain senior unsecured equipment loans owing by
      Washburn Graphics, Inc. and Cadmus Journal Services, Inc. (and Guaranteed by
      the
      Borrower, as successor to Cadmus) and set forth on Schedule 7.02 in an
      aggregate amount not to exceed $13,200,000.




“Equity
      Interests” means, with respect to any Person, all of the shares of capital
      stock of (or other ownership or profit interests in) such Person, all of the
      warrants, options or other rights for the purchase or acquisition from such
      Person of shares of capital stock of (or other ownership or profit interests
      in)
      such Person, all of the securities convertible into or exchangeable for shares
      of capital stock of (or other ownership or profit interests in) such Person
      or
      warrants, rights or options for the purchase or acquisition from such Person
      of
      such shares (or such other interests), and all of the other ownership or profit
      interests in such Person (including partnership, member or trust interests
      therein), whether voting or nonvoting, and whether or not such shares, warrants,
      options, rights or other interests are outstanding on any date of
      determination.




“ERISA”
      means the Employee Retirement Income Security Act of 1974.




“ERISA
      Affiliate” means any trade or business (whether or not incorporated) under
      common control with the Borrower within the meaning of Section 414(b) or
      (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
      provisions relating to Section 412 of the Code).




“ERISA
      Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
      withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject
      to
      Section 4063 of ERISA during a plan year in which it was a substantial
      employer (as defined in




10


Section 4001(a)(2) of
      ERISA) or a cessation of operations that is treated as such a withdrawal under
      Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the
      Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that
      a
      Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
      to
      terminate, the treatment of a Pension Plan amendment as a termination under
      Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
      to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
      which constitutes grounds under Section 4042 of ERISA for the termination of,
      or
      the appointment of a trustee to administer, any Pension Plan or Multiemployer
      Plan; or (f) the imposition of any liability under Title IV of ERISA, other
      than
      for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
      the
      Borrower or any ERISA Affiliate.




“Eurodollar
      Rate” means, for any Interest Period with respect to a Eurodollar Rate Loan,
      the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
      LIBOR”), as published by Reuters (or other commercially available source
      providing quotations of BBA LIBOR as designated by the Administrative Agent
      from
      time to time) at approximately 11:00 a.m., London time, two Business Days prior
      to the commencement of such Interest Period, for Dollar deposits (for delivery
      on the first day of such Interest Period) with a term equivalent to such
      Interest Period.  If such rate is not available at such time for any
      reason, then the “Eurodollar Rate” for such Interest Period shall be determined
      by reference to such other comparable publicly available service for displaying
      eurodollar rates as may be selected by the Administrative Agent.




“Eurodollar
      Reserve Percentage” of any Lender for each Interest Period for any
      Eurodollar Rate Loan means the reserve percentage applicable to such Lender
      during such Interest Period (or if more than one such percentage shall be so
      applicable, the daily average of such percentages for those days in such
      Interest Period during which any such percentage shall be so applicable) under
      Regulation D or other regulations issued from time to time by the FRB for
      determining the maximum reserve requirement (including any emergency,
      supplemental or other marginal reserve requirement) then applicable to such
      Lender with respect to liabilities or assets consisting of or including
“Eurocurrency liabilities” (as defined in Regulation D of the FRB) having a term
      equal to such Interest Period.




“Eurodollar
      Rate Loan” means a Term Loan that bears interest at a rate based on the
      Eurodollar Rate.




“Event
      of Default” has the meaning specified in Section 8.01.




“Excess
      Cash Flow” means, for any fiscal year of Holdings, the excess (if any) of
      (a) Consolidated Adjusted EBITDA for such fiscal year minus (b) the sum
      (for such fiscal year) of (i) Consolidated Interest Charges actually paid
      in cash by Holdings and its Subsidiaries, (ii) principal repayments, to the
      extent actually made by the Borrower, of Existing Term Loans pursuant to
Section 2.05(a) or (b)(iii), (iv) or
(v) or Section  2.07 of the Existing Credit
      Agreement as in effect on the date hereof, (iii) all income taxes actually
      paid in cash by Holdings and its Subsidiaries, (iv) Capital Expenditures
      actually made by Holdings and its Subsidiaries in such fiscal year,
      (v) Restricted Payments by Holdings, to the extent actually made, permitted
      by Section 7.06(d), and (vi) all principal repayments and
      prepayments of Consolidated Funded Indebtedness (other than the Existing
      Obligations), to the extent actually made by Holdings or




11


any
      Subsidiary, so long as such repayment or prepayment is permitted hereunder
      (including, without limitation, any prepayment, purchase, redemption or
      defeasance of the Subordinated Notes permitted under Section
      7.15(d)).




“Exchange
      Date” has the meaning specified in Section 2.15(a)(i).




“Exchange
      Indenture” means an indenture that complies with the Trust Indenture Act of
      1939, as amended, on terms substantially similar to the Subordinated Notes
      Indenture, and otherwise in form and substance reasonably satisfactory to the
      Lead Arranger, pursuant to which the Exchange Notes have been or will be
      issued.  In the event that the Exchange Notes are issued as
“Additional Notes” under the Subordinated Notes Documents, references herein to
      the Exchange Indenture shall mean and be a reference to the Subordinated Notes
      Indenture.




“Exchange
      Note Interest Rate” means a fixed interest rate that will not exceed the
      greater of (i) the yield on the Subordinated Notes as of the date that is not
      less than 3, but not more than 5 Business Days prior to the Exchange Date as
      determined by the Lead Arranger plus 1.75% (or, if the Exchange Notes are rated
      lower than B3 by Moody’s and B- by S&P, in each case with a stable outlook,
      2.00%) and (ii) the yield on the Lehman Brothers Single B Index as of the date
      that is not less than 3, but not more than 5 Business Days prior to the Exchange
      Date as determined by the Lead Arranger plus 1.75% (or, if the Exchange Notes
      are rated lower than B3 by Moody’s and B- by S&P, in each case with a stable
      outlook, 2.00%).




“Exchange
      Notes” has the meaning specified in Section 2.15(a)(ii).




“Exchange
      Notice” has the meaning specified in Section 2.15(a)(i).




“Excluded
      Taxes” means, with respect to the Administrative Agent, any Lender or any
      other recipient of any payment to be made by or on account of any Obligation
      of
      the Borrower or Holdings hereunder, (a) taxes imposed on or measured by its
      overall net income (however denominated), and franchise taxes imposed on it
      (in
      lieu of net income taxes), by the jurisdiction (or any political subdivision
      thereof) under the laws of which such recipient is organized or in which its
      principal office is located or, in the case of any Lender, in which its
      applicable Lending Office is located, (b) any branch profits taxes imposed
      by
      the United States or any similar tax imposed by any other jurisdiction in which
      the Borrower or Holdings is located and (c) in the case of a Foreign Lender
      (other than an assignee pursuant to a request by the Borrower under Section
      11.13), any withholding tax that is imposed on amounts payable to such
      Foreign Lender at the time such Foreign Lender becomes a party hereto (or
      designates a new Lending Office) or is attributable to such Foreign Lender’s
      failure or inability (other than as a result of a Change in Law) to comply
      with
Section 3.01(e), except to the extent that such Foreign Lender (or its
      assignor, if any) was entitled, at the time of designation of a new Lending
      Office (or assignment), to receive additional amounts from the Borrower or
      Holdings with respect to such withholding tax pursuant to Section
      3.01(a).




“Exempt
      Offering” has the meaning specified in Section 2.15(f).




“Existing
      Collateral” means the “Collateral” (as defined in the Existing Credit
      Agreement as in effect on the date hereof).




12


“Existing
      Collateral Documents” means the “Collateral Documents” (as defined in the
      Existing Credit Agreement as in effect on the date hereof).




“Existing
      Credit Agreement” means that certain Credit Agreement dated as of June 21,
      2006 among the Borrower, Holdings, Bank of America, N.A., as agent, certain
      other co-syndication agents and co-documentation agents, and a syndicate of
      lenders, as amended by that certain First Amendment to Credit Agreement, dated
      as of March 7, 2007 (the “Existing First Amendment”), by and among the
      Borrower, Holdings, the lenders party thereto and Bank of America, N.A., as
      agent, and as further amended or supplemented and in effect from time to
      time.




“Existing
      Effective Date” means March 7, 2007.




“Existing
      Loan Documents” means the “Loan Documents” (as defined in the Existing
      Credit Agreement as in effect on the date hereof).




“Existing
      Loans” means the “Loans” (as defined in the Existing Credit Agreement as in
      effect on the date hereof).




“Existing
      Obligations” means the “Obligations” (as defined in the Existing Credit
      Agreement as in effect on the date hereof).




“Existing
      Term Loans” means the “Term Loans” (as defined in the Existing Credit
      Agreement as in effect on the date hereof).




“Facility”
      means the Term Facility.




“Federal
      Funds Rate” means, for any day, the rate per annum equal to the weighted
      average of the rates on overnight Federal funds transactions with members of
      the
      Federal Reserve System arranged by Federal funds brokers on such day, as
      published by the Federal Reserve Bank of New York on the Business Day next
      succeeding such day; provided that (a) if such day is not a Business Day,
      the Federal Funds Rate for such day shall be such rate on such transactions
      on
      the next preceding Business Day as so published on the next succeeding Business
      Day, and (b) if no such rate is so published on such next succeeding Business
      Day, the Federal Funds Rate for such day shall be the average of the quotations
      (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) received
      by
      the Administrative Agent from three federal funds brokers of recognized standing
      selected by the Administrative Agent on such day on such transactions as
      determined by the Administrative Agent.




“Fee
      Letter” means the fee letter, dated August 8, 2007, among the Borrower,
      Holdings, Lehman Brothers Inc., Lehman Commercial Paper Inc. and Lehman Brothers
      Commercial Bank.




“Final
      Offering Documents” shall mean, a final offering memorandum in customary
      form for a “Rule 144A” high yield transaction or a final prospectus by an issuer
      pursuant to a registration statement on applicable form, in each case, with
      all
      information required by law or customary and reasonably believed by the Lead
      Arranger to be necessary (without undue expense or burden) for marketing the
      Exchange Notes, including without limitation, all information as would be
      necessary for the Lead Arranger to receive customary “comfort”




13


(including
      “negative assurance” comfort) from the Borrower’s independent public accounting
      firms in connection with the Exchange Notes.




“Foreign
      Lender” means any Lender that is organized under the laws of a jurisdiction
      other than that in which the Borrower is resident for tax
      purposes.  For purposes of this definition, the United States, each
      State thereof and the District of Columbia shall be deemed to constitute a
      single jurisdiction.




“FRB”
      means the Board of Governors of the Federal Reserve System of the United
      States.




“Fund”
      means any Person (other than a natural person) that is (or will be) engaged
      in
      making, purchasing, holding or otherwise investing in commercial loans and
      similar extensions of credit in the ordinary course of its
      business.




“GAAP”
      means generally accepted accounting principles in the United States set forth
      in
      the opinions and pronouncements of the Accounting Principles Board and the
      American Institute of Certified Public Accountants and statements and
      pronouncements of the Financial Accounting Standards Board or such other
      principles as may be approved by a significant segment of the accounting
      profession in the United States, that are applicable to the circumstances as
      of
      the date of determination, consistently applied.




“Governmental
      Authority” means the government of the United States or any other nation, or
      of any political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government (including
      any
      supra-national bodies such as the European Union or the European Central
      Bank).




“Guarantee”
      means, as to any Person, (a) any obligation, contingent or otherwise, of such
      Person guaranteeing or having the economic effect of guaranteeing any
      Indebtedness or other obligation payable or performable by another Person (the
      “primary obligor”) in any manner, whether directly or indirectly, and
      including any obligation of such Person, direct or indirect, (i) to
      purchase or pay (or advance or supply funds for the purchase or payment of)
      such
      Indebtedness or other obligation, (ii) to purchase or lease property,
      securities or services for the purpose of assuring the obligee in respect of
      such Indebtedness or other obligation of the payment or performance of such
      Indebtedness or other obligation, (iii) to maintain working capital, equity
      capital or any other financial statement condition or liquidity or level of
      income or cash flow of the primary obligor so as to enable the primary obligor
      to pay such Indebtedness or other obligation, or (iv) entered into for the
      purpose of assuring in any other manner the obligee in respect of such
      Indebtedness or other obligation of the payment or performance thereof or to
      protect such obligee against loss in respect thereof (in whole or in part),
      or
      (b) any Lien on any assets of such Person securing any Indebtedness or other
      obligation of any other Person, whether or not such Indebtedness or other
      obligation is assumed by such Person.  The amount of any Guarantee
      shall be deemed to be an amount equal to the stated or determinable amount
      of
      the related primary obligation, or portion thereof, in respect of which such
      Guarantee is made or, if not stated or determinable, the maximum reasonably
      anticipated liability in respect thereof as




14


determined
      by the guaranteeing Person in good faith.  The term “Guarantee”
as a verb has a corresponding meaning.




“Guarantied
      Parties” means, collectively, the Administrative Agent, the Lenders, each
      co-agent or sub-agent appointed by the Administrative Agent from time to time
      pursuant to Section 9.05, and the other Persons to which any
      Obligations are owing under the terms of the Loan Documents.




“Guarantors”
      means, collectively, Holdings, the Subsidiaries listed on Schedule 6.12
      and each other Subsidiary of the Borrower that shall be required to execute
      and
      deliver a guaranty or guaranty supplement pursuant to
Section 6.12.




“Guaranty”
      means, collectively, the Guaranty made by Holdings under Article X in
      favor of the Guarantied Parties and the Guaranty made by the Guarantors in
      favor
      of the Guarantied Parties, substantially in the form of Exhibit F,
      together with each other guaranty and guaranty supplement delivered pursuant
      to
Section 6.12.




“Hazardous
      Materials” means all explosive or radioactive substances or wastes and all
      hazardous or toxic substances, wastes or other pollutants, including petroleum
      or petroleum distillates, asbestos or asbestos-containing materials,
      polychlorinated biphenyls, radon gas, infectious or medical wastes and all
      other
      substances or wastes of any nature regulated pursuant to any Environmental
      Law.




“Holdings”
      has the meaning specified in the introductory paragraph hereto.




“Indebtedness”
      means, as to any Person at a particular time, without duplication, all of the
      following, whether or not included as indebtedness or liabilities in accordance
      with GAAP:




(a)           all
      obligations of such Person for borrowed money and all obligations of such Person
      evidenced by bonds, debentures, notes, loan agreements or other similar
      instruments;




(b)           the
      maximum amount of all direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments;




(c)           net
      obligations of such Person under any Swap Contract;




(d)           all
      obligations of such Person to pay the deferred purchase price of property or
      services (other than trade accounts payable in the ordinary course of business
      and not past due for more than 90 days after the date on which such trade
      account was created);




(e)           indebtedness
      (excluding prepaid interest thereon) secured by a Lien on property owned or
      being purchased by such Person (including indebtedness arising under conditional
      sales or other title retention agreements), whether or not such indebtedness
      shall have been assumed by such Person or is limited in recourse;




15


(f) all
      Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease
      Obligations of such Person and all Synthetic Debt of such Person;




(g)         
      all obligations of such Person to purchase, redeem, retire, defease or otherwise
      make any payment in respect of any Equity Interest in such Person or any
      Affiliate of such Person or any warrant, right or option to acquire such Equity
      Interest, valued, in the case of a redeemable preferred interest, at the greater
      of its voluntary or involuntary liquidation preference plus accrued and
      unpaid dividends; and




(h)         
      all Guarantees of such Person in respect of any of the foregoing.




For
      all purposes hereof, the Indebtedness of any Person shall include the
      Indebtedness of any partnership or joint venture (other than a joint venture
      that is itself a corporation limited liability company or similar legal entity)
      in which such Person is a general partner or a joint venturer, unless such
      Indebtedness is expressly made non-recourse to such Person.  The
      amount of any net obligations of any Person under any Swap Contract on any
      date
      shall be deemed to be the Swap Termination Value thereof due and payable by
      such
      Person as of such date.




“Indemnified
      Taxes”******means Taxes other than Excluded
      Taxes.




“Indemnitees”
      has the meaning specified in Section 11.04(b).




“Information”
      has the meaning specified in Section 11.07.




“Initial
      Lenders” means Lehman Commercial Paper Inc., Lehman Brothers Commercial
      Bank, and each of their Affiliates and Approved Funds.




“Insurance
      Proceeds” means all insurance proceeds (other than business interruption
      insurance proceeds), damages, awards, claims and rights of action with respect
      to any casualty or other loss, damage or destruction of any real or personal
      property of Holdings or its Subsidiaries.




“Interest
      Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of
      each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any Interest Period for a Eurodollar
      Rate Loan exceeds three months, the respective dates that fall every three
      months after the beginning of such Interest Period shall also be Interest
      Payment Dates; and (b) as to any Base Rate Loan, the first Business Day of
      each
      January, April, July and October (commencing on January 1, 2008) and the
      Maturity Date.




“Interest
      Period” means, as to each Eurodollar Rate Loan, the period commencing on the
      date such Eurodollar Rate Loan is disbursed or converted to or continued as
      a
      Eurodollar Rate Loan and ending on the date one, two, three or six months
      thereafter, as selected by the Borrower in its Loan Notice; provided
      that:




(a)           any
      Interest Period that would otherwise end on a day that is not a Business Day
      shall be extended to the next succeeding Business Day unless such Business
      Day
      falls in another calendar month, in which case such Interest Period shall end
      on
      the next preceding Business Day;




16


(b)           any
      Interest Period that begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and




(c)           no
      Interest Period shall extend beyond the Maturity Date.




“Interest
      Rate Cap” means 11.5% per annum.




“Internal
      Control Event” means a material weakness in, or fraud that involves
      management or other employees who have a significant role in, Holdings’ and its
      Subsidiaries’ internal controls over financial reporting, in each case as
      described in the Securities Laws.




“Investment”
      means, as to any Person, any direct or indirect acquisition or investment by
      such Person, whether by means of (a) the purchase or other acquisition of Equity
      Interests of another Person, (b) a loan, advance or capital contribution to,
      Guarantee or assumption of debt of, or purchase or other acquisition of any
      other debt or interest in, another Person, or (C) the purchase or other
      acquisition (in one transaction or a series of transactions) of assets of
      another Person that constitute a business unit or all or a substantial part
      of
      the business of such Person.  For purposes of covenant compliance, the
      amount of any Investment shall be the amount actually invested, without
      adjustment for subsequent increases or decreases in the value of such
      Investment.




“IP
      Rights” has the meaning specified in Section 5.17.




“IRS”
      means the United States Internal Revenue Service.




“Joinder
      Agreement” means a Joinder Agreement executed and delivered in accordance
      with the provisions of Section 6.12, substantially in the form of
Exhibit K hereto.




“Laws”
      means, collectively, all international, foreign, Federal, state and local
      statutes, treaties, rules, guidelines, regulations, ordinances, codes, executive
      orders and administrative or judicial precedents or authorities, including
      the
      interpretation or administration thereof by any Governmental Authority charged
      with the enforcement, interpretation or administration thereof, and all
      applicable administrative orders, directed duties, requests, licenses,
      authorizations and permits of, and agreements with, any Governmental Authority,
      in each case whether or not having the force of law.




“Lead
      Arranger” means Lehman Brothers Inc., in its capacity as sole lead arranger
      and sole book manager.




“Lender”
      has the meaning specified in the introductory paragraph hereto.




“Lending
      Office” means, as to any Lender, the office or offices of such Lender
      described as such in such Lender’s Administrative Questionnaire, or such other
      office or offices as a Lender may from time to time notify the Borrower and
      the
      Administrative Agent.




17


“Lien”
      means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or other), charge, or preference, priority or
      other
      security interest or preferential arrangement in the nature of a security
      interest of any kind or nature whatsoever (including any conditional sale or
      other title retention agreement, any easement, right of way or other encumbrance
      on title to real property, and any financing lease having substantially the
      same
      economic effect as any of the foregoing).




“Loan”
      means an extension of credit by a Lender to the Borrower under Article II
      in the form of a Term Loan.




“Loan
      Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) the
      Guaranty, (d) the Fee Letter, (e) each Joinder Agreement and (f) all other
      documents and agreements executed and delivered in connection with the
      Obligations hereunder.




“Loan
      Notice” means a notice of (a) a Term Borrowing, (b) a conversion of Loans
      from one Type to the other, or (c) a continuation of Eurodollar Rate Loans,
      in
      each case pursuant to Section 2.02(a).  Each Loan Notice, if in
      writing, shall be substantially in the form of Exhibit A.




“Loan
      Parties” means, collectively, the Borrower and each Guarantor.




“Loss
      Proceeds” means the sum of (a) all Insurance Proceeds and (b) all
      Condemnation Awards, and payments in lieu thereof.




“Material
      Adverse Effect” means (a) a material adverse change in, or a material
      adverse effect upon, the operations, business, properties, liabilities (actual
      or contingent) or condition (financial or otherwise) of the Loan Parties taken
      as a whole; (b) a material impairment of the rights and remedies of the
      Administrative Agent or any Lender under any Loan Document, or of the ability
      of
      any Loan Party to perform its obligations under any Loan Document to which
      it is
      a party; or (c) a material adverse effect upon the legality, validity, binding
      effect or enforceability against any Loan Party of any Loan Document to which
      it
      is a party.




“Material
      Contract” means, with respect to any Loan Party, each contract or agreement
      listed on Schedule 1.02 hereto and each other contract or agreement
      entered into after the Closing Date by any Loan Party the breach or termination
      of which could reasonably be expected to have a Material Adverse
      Effect.




“Maturity
      Date” means August 30, 2015; provided, however, that if such
      date is not a Business Day, the Maturity Date shall be the next preceding
      Business Day.




“Maximum
      Cap Ex Amount” has the meaning specified in Section
      7.12.




“Maximum
      Dividend Amount” has the meaning specified in Section
      7.06(d).




“Measurement
      Period” means, at any date of determination, the most recently completed
      four fiscal quarters of the Borrower.




“Moody’s”
      means Moody’s Investors Service, Inc. and any successor thereto.




18


“Multiemployer
      Plan” means any employee benefit plan of the type described in
      Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
      Affiliate makes or is obligated to make contributions, or during the preceding
      five plan years, has made or been obligated to make contributions.




“Net
      Cash Proceeds” means:




(a)           with
      respect to any Disposition by any Loan Party or any of its Subsidiaries, the
      excess, if any, of (i) the sum of cash and Cash Equivalents received in
      connection with such transaction (including any cash or Cash Equivalents
      received by way of deferred payment pursuant to, or by monetization of, a note
      receivable or otherwise, but only as and when so received) over (ii) the
      sum of (A) the principal amount of any Indebtedness that is secured by the
      applicable asset and that is required to be repaid in connection with such
      transaction (other than Indebtedness under the Loan Documents or the Existing
      Loan Documents), (B) the reasonable and customary out-of-pocket expenses
      incurred by such Loan Party or such Subsidiary in connection with such
      transaction and (C) income taxes reasonably estimated to be actually
      payable within two years of the date of the relevant transaction as a result
      of
      any gain recognized in connection therewith; provided that, if the amount
      of any estimated taxes pursuant to subclause (C) exceeds the amount of
      taxes actually required to be paid in cash in respect of such Disposition,
      the
      aggregate amount of such excess shall constitute Net Cash Proceeds;
      and




(b)           with
      respect to the incurrence or issuance of any Indebtedness by any Loan Party
      or
      any of its Subsidiaries, the excess of (i) the sum of the cash and Cash
      Equivalents received in connection with such transaction over (ii) the
      underwriting discounts and commissions, and other reasonable and customary
      out-of-pocket expenses, incurred by such Loan Party or such Subsidiary in
      connection therewith.




“Non-Operating
      Subsidiary” means any non-operating, inactive Subsidiary with assets having
      a net book value of less than $100,000.




“Note”
      means a Term Note.




“NPL”
      means the National Priorities List under CERCLA.




“Obligations”
      means all advances to, and debts, liabilities, obligations, covenants and duties
      of, any Loan Party arising under any Loan Document or otherwise with respect
      to
      any Loan, whether direct or indirect (including those acquired by assumption),
      absolute or contingent, due or to become due, now existing or hereafter arising
      and including interest and fees that accrue after the commencement by or against
      any Loan Party or any Affiliate thereof of any proceeding under any Debtor
      Relief Laws naming such Person as the debtor in such proceeding, regardless
      of
      whether such interest and fees are allowed claims in such
      proceeding.




“OECD”
      means the Organization for Economic Cooperation and Development.




“Organization
      Documents” means, (a) with respect to any corporation, the certificate or
      articles of incorporation and the bylaws (or equivalent or comparable
      constitutive documents




19


with
      respect to any non-U.S. jurisdiction); (b) with respect to any limited liability
      company, the certificate or articles of formation or organization and operating
      agreement; and (c) with respect to any partnership, joint venture, trust or
      other form of business entity, the partnership, joint venture or other
      applicable agreement of formation or organization and any agreement, instrument,
      filing or notice with respect thereto filed in connection with its formation
      or
      organization with the applicable Governmental Authority in the jurisdiction
      of
      its formation or organization and, if applicable, any certificate or articles
      of
      formation or organization of such entity.




“Other
      Taxes” means all present or future stamp or documentary taxes or any other
      excise or property taxes, charges or similar levies arising from any payment
      made hereunder or under any other Loan Document or from the execution, delivery
      or enforcement of, or otherwise with respect to, this Agreement or any other
      Loan Document.




“Outstanding
      Amount” means, with respect to all Term Loans on any date, the aggregate
      outstanding principal amount thereof after giving effect to any prepayments
      or
      repayments of Term Loans occurring on such date.




“Participant”
      has the meaning specified in Section 11.06(d).




“PBGC”
      means the Pension Benefit Guaranty Corporation.




“PCAOB”
      means the Public Company Accounting Oversight Board.




“Pension
      Plan” means any “employee pension benefit plan” (as such term is defined in
      Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
      Title IV of ERISA and is sponsored or maintained by the Borrower or any
      ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
      or
      has an obligation to contribute, or in the case of a multiple employer or other
      plan described in Section 4064(a) of ERISA, has made contributions at any
      time during the immediately preceding five plan years.




“Permitted
      Holders” means Robert G. Burton, Sr., his immediate family and their heirs
      and estates and any Person (other than a natural Person and Holdings and its
      Subsidiaries) that is wholly-owned or otherwise directly Controlled by any
      of
      the foregoing, including, without limitation, Burton Capital Management,
      LLC.




“Person”
      means any natural person, corporation, limited liability company, trust, joint
      venture, association, company, partnership, Governmental Authority or other
      entity.




“Plan”
      means any “employee benefit plan” (as such term is defined in
      Section 3(3) of ERISA) established by the Borrower.




“Platform”
      has the meaning specified in Section 6.02.




“Preliminary
      Offering Documents” shall mean a preliminary offering memorandum in
      customary form for a “Rule 144A” high yield transaction or a preliminary
      prospectus by an issuer pursuant to a registration statement on applicable
      form,
      in each case, with all information required by law or customary and reasonably
      believed by the Lead Arranger to be necessary




20


(without
      undue expense or burden) for marketing the Exchange Notes, including without
      limitation, all information as would be necessary for the Lead Arranger to
      receive customary “comfort” (including “negative assurance” comfort) from the
      Borrower’s independent public accounting firms in connection with the Exchange
      Notes.




“Prime
      Rate” means the prime lending rate as set forth on the British Banking
      Association Telerate Page 5 (or such other comparable page as may, in the
      opinion of the Administrative Agent, replace such page for the purpose of
      displaying such rate), as in effect from time to time.  The Prime Rate
      is a reference rate and does not necessarily represent the lowest or best rate
      actually available.




“Pro
      Forma Basis” has the meaning specified in Section 1.03.




“Purchase
      Agreement” has the meaning specified in the preliminary statements
      hereto.




“Register”
      has the meaning specified in Section 11.06(c).




“Registered
      Offering” has the meaning specified in Section 2.15(f).




“Registered
      Public Accounting Firm” has the meaning specified by the Securities Laws and
      shall be independent of Holdings as prescribed by the Securities
      Laws.




“Registration
      Rights Agreement” means a registration rights agreement in respect of the
      Exchange Notes in the form of Exhibit N.




“Related
      Documents” means (a) the Existing Loan Documents, (b) the Purchase
      Agreement, (c) the Subordinated Notes Documents and (d) all Material
      Contracts.




“Related
      Parties” means, with respect to any Person, such Person’s Affiliates and the
      partners, directors, officers, employees, agents, trustees and advisors of
      such
      Person and of such Person’s Affiliates.




“Reportable
      Event” means any of the events set forth in Section 4043(c) of ERISA,
      other than events for which the 30 day notice period has been
      waived.




“Request
      for Credit Extension” means with respect to a Borrowing, conversion or
      continuation of Term Loans, a Loan Notice.




“Required
      Lenders” means, as of any date of determination, Lenders holding more than
      50% of the sum of the Total Outstandings; provided that the portion of
      the Total Outstandings held or deemed held by any Defaulting Lender shall be
      excluded for purposes of making a determination of Required
      Lenders.




“Responsible
      Officer” means the chief executive officer, president, chief financial
      officer, treasurer, assistant treasurer or controller of a Loan
      Party.  Any document delivered hereunder that is signed by a
      Responsible Officer of a Loan Party shall be conclusively presumed to have
      been
      authorized by all necessary corporate, partnership and/or other action on the
      part of




21


such
      Loan Party and such Responsible Officer shall be conclusively presumed to have
      acted on behalf of such Loan Party.




“Restricted
      Payment” means any dividend or other distribution (whether in cash,
      securities or other property) with respect to any capital stock or other Equity
      Interest of any Person or any of its Subsidiaries, or any payment (whether
      in
      cash, securities or other property), including any sinking fund or similar
      deposit, on account of the purchase, redemption, retirement, defeasance,
      acquisition, cancellation or termination of any such capital stock or other
      Equity Interest, or on account of any return of capital to any Person’s
      stockholders, partners or members (or the equivalent of any thereof), or any
      option, warrant or other right to acquire any such dividend or other
      distribution or payment.




“S&P”
      means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc., and any successor thereto.




“Sarbanes-Oxley”
      means the Sarbanes-Oxley Act of 2002.




“SEC”
      means the Securities and Exchange Commission, or any Governmental Authority
      succeeding to any of its principal functions.




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




“Securities
      Laws” means the Securities Act, the Securities Exchange Act of 1934,
      Sarbanes-Oxley, and the applicable accounting and auditing principles, rules,
      standards and practices promulgated, approved or incorporated by the SEC or
      the
      PCAOB, each as amended.




“Senior
      Notes” means the 9-5/8% Senior Notes due 2012 issued pursuant to that
      certain Indenture dated as of March 13, 2002 among the Borrower (formerly known
      as “Mail-Well I Corporation”), the guarantors party thereto and U.S. Bank
      National Association (as successor to State Street Bank and Trust Company),
      as
      trustee.




“Solvent”
      and “Solvency” mean, with respect to any Person on any date of
      determination, that on such date (a) the fair value of the property of such
      Person is greater than the total amount of liabilities, including contingent
      liabilities, of such Person, (b) the present fair salable value of the assets
      of
      such Person is not less than the amount that will be required to pay the
      probable liability of such Person on its debts as they become absolute and
      matured, (c) such Person does not intend to, and does not believe that it will,
      incur debts or liabilities beyond such Person’s ability to pay such debts and
      liabilities as they mature, (d) such Person is not engaged in business or a
      transaction, and is not about to engage in business or a transaction, for which
      such Person’s property would constitute an unreasonably small capital, and (e)
      such Person is able to pay its debts and liabilities, contingent obligations
      and
      other commitments as they mature in the ordinary course of
      business.  The amount of contingent liabilities at any time shall be
      computed as the amount that, in the light of all the facts and circumstances
      existing at such time, represents the amount that can reasonably be expected
      to
      become an actual or matured liability.




“Subordinated
      Notes” means the 7-7/8% Senior Subordinated Notes due 2013 (Series A and
      Series B) issued pursuant to the Subordinated Notes Documents.




22


“Subordinated
      Notes Documents” means the Subordinated Notes Indenture, the Subordinated
      Notes and all other agreements, instruments and other documents pursuant to
      which the Subordinated Notes have been or will be issued or otherwise setting
      forth the terms of the Subordinated Notes.




“Subordinated
      Notes Indenture” means the Indenture dated as of February 4, 2004 by and
      among the Borrower (formerly known as “Mail-Well I Corporation”), the guarantors
      party thereto and U.S. Bank National Association, as trustee.




“Subsidiary”
      of a Person means a corporation, partnership, joint venture, limited liability
      company or other business entity of which a majority of the shares of securities
      or other interests having ordinary voting power for the election of directors
      or
      other governing body (other than securities or interests having such power
      only
      by reason of the happening of a contingency) are at the time beneficially owned,
      or the management of which is otherwise controlled, directly, or indirectly
      through one or more intermediaries, or both, by such Person.  Unless
      otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of
      Holdings.




“Swap
      Contract” means (a) any and all rate swap transactions, basis swaps, credit
      derivative transactions, forward rate transactions, commodity swaps, commodity
      options, forward commodity contracts, equity or equity index swaps or options,
      bond or bond price or bond index swaps or options or forward bond or forward
      bond price or forward bond index transactions, interest rate options, forward
      foreign exchange transactions, cap transactions, floor transactions, collar
      transactions, currency swap transactions, cross-currency rate swap transactions,
      currency options, spot contracts, or any other similar transactions or any
      combination of any of the foregoing (including any options to enter into any
      of
      the foregoing), whether or not any such transaction is governed by or subject
      to
      any master agreement, and (b) any and all transactions of any kind, and the
      related confirmations, which are subject to the terms and conditions of, or
      governed by, any form of master agreement published by the International Swaps
      and Derivatives Association, Inc., any International Foreign Exchange Master
      Agreement, or any other master agreement governing any transaction described
      in
      clause (a) above (any such master agreement, together with any related
      schedules, a “Master Agreement”), including any such obligations or
      liabilities under any Master Agreement.




“Swap
      Termination Value” means, in respect of any one or more Swap Contracts,
      after taking into account the effect of any legally enforceable netting
      agreement relating to such Swap Contracts, (a) for any date on or after the
      date
      such Swap Contracts have been closed out and termination value(s) determined
      in
      accordance therewith, such termination value(s), and (b) for any date prior
      to
      the date referenced in clause (a), the amount(s) determined as the
      mark-to-market value(s) for such Swap Contracts, as determined based upon one
      or
      more mid-market or other readily available quotations provided by any recognized
      dealer in such Swap Contracts (which may include a Lender or any Affiliate
      of a
      Lender).




“Synthetic
      Debt” means, with respect to any Person as of any date of determination
      thereof, all obligations of such Person in respect of transactions entered
      into
      by such Person that are intended to function primarily as a borrowing of funds
      (including any minority interest transactions that function primarily as a
      borrowing) but are not otherwise included in the




23


definition
      of “Indebtedness” or as a liability on the consolidated balance sheet of
      such Person and its Subsidiaries in accordance with GAAP.




“Synthetic
      Lease Obligation” means the monetary obligation of a Person under (a) a
      so-called synthetic, off-balance sheet or tax retention lease, or (b) an
      agreement for the use or possession of property (including sale and leaseback
      transactions), in each case, creating obligations that do not appear on the
      balance sheet of such Person but which, upon the application of any Debtor
      Relief Laws to such Person, would be characterized as the indebtedness of such
      Person (without regard to accounting treatment).




“Target”
      has the meaning specified in the preliminary statements hereto.




“Target
      Acquisition” has the meaning specified in the preliminary statements
      hereto.




“Target
      Assumed Indebtedness” means any indebtedness that prior to the Closing Date
      was indebtedness of the Target and will remain outstanding on and as of the
      Closing Date in accordance with Section 7.02*.*




“Taxes”
      means all present or future taxes, levies, imposts, duties, deductions,
      withholdings, assessments, fees or other charges imposed by any Governmental
      Authority, including any interest, additions to tax or penalties applicable
      thereto.




“Tender
      Offer” means the tender offer for and repurchase of all of Senior
      Notes.




“Tender
      Offer Documents” means the offer to Purchase and Consent Solicitation
      Statement and the Letter of Transmittal and Consent, each prepared in connection
      with the Tender Offer.




“Term
      Borrowing” means a borrowing consisting of simultaneous Term Loans of the
      same Type and, in the case of Eurodollar Rate Loans, having the same Interest
      Period made by each of the Term Lenders pursuant to Section
      2.01.




“Term
      Commitment” means, as to each Term****Lender, its
      obligation to make Term Loans to the Borrower pursuant to Section
      2.01 in an aggregate principal amount at any one time outstanding not
      to exceed the amount set forth opposite such Lender’s name on Schedule
      2.01 under the caption “Term Commitment” or opposite such caption in the
      Assignment and Assumption pursuant to which such Term Lender becomes a
      party hereto, as applicable, as such amount may be adjusted from time to time
      in
      accordance with this Agreement.  The aggregate amount of the Term
      Commitments as of the Closing Date is $175,000,000.




“Term
      Facility” means, at any time, (a) on or prior to the Closing Date, the
      aggregate amount of the Term Commitments at such time and (b) thereafter,
      the aggregate principal amount of the Term Loans of all Term Lenders
      outstanding at such time.




“Term
      Lender” means at any time, (a) on or prior to the Closing Date, any Lender
      that has a Term Commitment at such time and (b) at any time after the Closing
      Date, any Lender that holds Term Loans at such time.




24


“Term
      Loan” means an advance made by any Term Lender under the Term
      Facility.




“Term
      Note” means a promissory note made by the Borrower in favor of a Term
      Lender, evidencing Term Loans made by such Term Lender, substantially
      in the form of Exhibit C-1.




“Threshold
      Amount” means $35,000,000.




“Total
      Outstandings” means the aggregate Outstanding Amount of all
      Loans.




“Transaction”
      means, collectively, (a) the Target Acquisition, (b) the entering into by the
      Loan Parties and their applicable Subsidiaries of the Loan Documents to which
      they are or are intended to be a party and the borrowings thereunder, (c) the
      borrowings under the Existing Credit Agreement referred to in Section 4.01(e)(i)
      and (d) the payment of the fees and expenses incurred in connection with the
      consummation of the foregoing.




“Type”
      means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar
      Rate Loan.




“Underwriting/Purchase
      Agreement” means an agreement for the Exchange Notes in the form of
Exhibit M.




“Unfunded
      Pension Liability” means the excess of a Pension Plan’s benefit liabilities
      under Section 4001(a)(16) of ERISA, over the current value of that Pension
      Plan’s assets, determined in accordance with the assumptions used for funding
      the Pension Plan pursuant to Section 412 of the Code for the applicable
      plan year.




“United
      States” and “U.S.” mean the United States of America.




“U.S.
      Loan Party” means any Loan Party that is organized under the laws of one of
      the states of the United States of America and that is not a CFC.




**1.02****Other
      Interpretive Provisions**.




With
      reference to this Agreement and each other Loan Document, unless otherwise
      specified herein or in such other Loan Document:




(a)  The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined.  Whenever the context may require, any pronoun
      shall include the corresponding masculine, feminine and neuter
      forms.  The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without
      limitation.”  The word “will” shall be construed to have the
      same meaning and effect as the word “shall.”  Unless the
      context requires otherwise, (i) any definition of or reference to any
      agreement, instrument or other document (including any Organization Document)
      shall be construed as referring to such agreement, instrument or other document
      as from time to time amended, supplemented or otherwise modified (subject to
      any
      restrictions on such amendments, supplements or modifications set forth herein
      or in any other Loan Document), (ii) any reference herein to any Person
      shall be construed to include such Person’s successors and assigns,
      (iii) the words “herein,” “hereof” and “hereunder,”
and






25


words
      of similar import when used in any Loan Document, shall be construed to refer
      to
      such Loan Document in its entirety and not to any particular provision thereof,
      (iv) all references in a Loan Document to Articles, Sections, Preliminary
      Statements, Exhibits and Schedules shall be construed to refer to Articles
      and
      Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan
      Document in which such references appear, (v) any reference to any law
      shall include all statutory and regulatory provisions consolidating, amending,
      replacing or interpreting such law and any reference to any law or regulation
      shall, unless otherwise specified, refer to such law or regulation as amended,
      modified or supplemented from time to time, and (vi) the words
“asset” and “property” shall be construed to have the same meaning
      and effect and to refer to any and all tangible and intangible assets and
      properties, including cash, securities, accounts and contract
      rights.




(b)  In
      the computation of periods of time from a specified date to a later specified
      date, the word “from” means “from and including;” the words
“to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.”




(c)  Section
      headings herein and in the other Loan Documents are included for convenience
      of
      reference only and shall not affect the interpretation of this Agreement or
      any
      other Loan Document.




**1.03Accounting
      Terms**.




(a)  Generally.  All
      accounting terms not specifically or completely defined herein shall be
      construed in conformity with, and all financial data (including financial ratios
      and other financial calculations) required to be submitted pursuant to this
      Agreement shall be prepared in conformity with, GAAP applied on a consistent
      basis, as in effect from time to time, applied in a manner consistent with
      that
      used in preparing the Audited Financial Statements, except as otherwise
      specifically prescribed herein.




(b)  Changes
      in GAAP.  If at any time any change in GAAP would affect the
      computation of any financial ratio or requirement set forth in any Loan
      Document, and either the Borrower or the Required Lenders shall so request,
      the
      Administrative Agent, the Lenders and the Borrower shall negotiate in good
      faith
      to amend such ratio or requirement to preserve the original intent thereof
      in
      light of such change in GAAP (subject to the approval of the Required Lenders);
      provided that, until so amended, (i) such ratio or requirement shall
      continue to be computed in accordance with GAAP prior to such change therein
      and
      (ii) the Borrower shall provide to the Administrative Agent and the Lenders
      financial statements and other documents required under this Agreement or as
      reasonably requested hereunder setting forth a reconciliation between
      calculations of such ratio or requirement made before and after giving effect
      to
      such change in GAAP.




(c)  Pro
      Forma Calculations.  Notwithstanding anything herein to the
      contrary, any calculation of the Consolidated Leverage Ratio and the
      Consolidated Interest Coverage Ratio for any Measurement Period during which
      an
      Acquisition or Disposition shall have occurred (or shall be deemed to have
      occurred for the purposes described in




26


clause
      (iii) of this Section 1.03(c)) shall each be made on a Pro Forma
      Basis for purposes of making the following determinations:




(i) [intentionally
      omitted];




(ii) determining
      compliance with the Consolidated Leverage Ratio and the Consolidated Interest
      Coverage Ratio (other than whether the conditions precedent for a proposed
      transaction have been satisfied as contemplated by subsection
      (iii) of this Section 1.03(c));




(iii) determining
      whether the conditions precedent have been satisfied for a proposed transaction
      which is permitted hereunder only so long as no Default will result from the
      consummation thereof, including, without limitation, any Disposition or any
      Investment which results in an Acquisition; and




(iv) determining
      whether a mandatory prepayment is required to be made by the Borrower pursuant
      to Section 2.05(b)(ii) or (v).




“Pro
      Forma Basis” means, for purposes of calculating any financial ratio
      (including the Consolidated Leverage Ratio and the Consolidated Interest
      Coverage Ratio) or financial amount for any Measurement Period for any of the
      purposes specified in this Section 1.03(c), and with respect to each
      proposed Acquisition or Disposition and each such transaction actually
      consummated in such Measurement Period, that such financial ratio or financial
      amount shall be calculated on a pro forma basis based on the following
      assumptions:  (a) each such transaction shall be deemed to have
      occurred on the first day of such Measurement Period; (b) any funds to be used
      by any Person in consummating any such transaction will be assumed to have
      been
      used for that purpose as of the first day of such Measurement Period; (c) any
      Indebtedness to be incurred by any Person in connection with the consummation
      of
      any such transaction will be assumed to have been incurred on the first day
      of
      such Measurement Period; (d) the gross interest expenses, determined in
      accordance with GAAP, with respect to such Indebtedness assumed to have been
      incurred on the first day of such Measurement Period that bears interest at
      a
      floating rate shall be calculated at the current rate (as of the date of such
      calculation) under the agreement governing such Indebtedness (including this
      Agreement if the Indebtedness is incurred hereunder); and (e) any gross interest
      expense, determined in accordance with GAAP, with respect to Indebtedness
      outstanding during such Measurement Period that was or is to be refinanced
      with
      proceeds of a transaction assumed to have been incurred as of the first day
      of
      the Measurement Period will be excluded from such calculations (and to the
      extent not already excluded pursuant to clause (a) or (b) above,
      the principal amount of such Indebtedness shall be excluded).  “Pro
      Forma Basis” may also include such adjustments for expected cost savings as
      forecasted by the Borrower in a reasonable manner with appropriate supporting
      documentation and representations by management, reasonably satisfactory to
      the
      Administrative Agent.




(d)  Consolidation
      of Variable Interest Entities.  All references herein to
      consolidated financial statements of Holdings and its Subsidiaries or to the
      determination of any amount for Holdings and its Subsidiaries on a consolidated
      basis or any similar reference shall, in each case, be deemed to include each
      variable interest entity that Holdings is required to consolidate pursuant
      to
      FASB Interpretation No. 46 –




27




Consolidation
      of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003)
      as
      if such variable interest entity were a Subsidiary as defined
      herein.




**1.04Rounding**.




Any
      financial ratios required to be maintained by the Borrower pursuant to this
      Agreement shall be calculated by dividing the appropriate component by the
      other
      component, carrying the result to one place more than the number of places
      by
      which such ratio is expressed herein and rounding the result up or down to
      the
      nearest number (with a rounding-up if there is no nearest number).




**1.05Times
        of
        Day**.




Unless
      otherwise specified, all references herein to times of day shall be references
      to Eastern time (daylight or standard, as applicable).




**1.06[Intentionally
        Omitted]**.


**ARTICLE
      II**




**THE
      COMMITMENTS AND CREDIT EXTENSIONS**


**2.01The
        Loans.**
  Subject
        to the terms and conditions set forth herein, each Term Lender severally
        agrees to make a single loan to the Borrower on the Closing Date in an amount
        not to exceed such Term Lender’s Term Commitment.  The
        Term Borrowing shall consist of Term Loans made simultaneously by the
        Term Lenders in accordance with their respective
        Term Commitments.  Amounts borrowed under this
Section 2.01 and repaid or prepaid may not be
        reborrowed.  Term Loans may be Base Rate Loans or Eurodollar Rate
        Loans as further provided herein.
  **2.02****Borrowings,
        Conversions and
        Continuations of Loans**.




(a)           Borrowings,
      Conversions and Continuations Generally. Each Term Borrowing, each
      conversion of Term Loans from one Type to the other, and each continuation
      of
      Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to
      the Administrative Agent, which may be given by telephone.  Each such
      notice must be received by the Administrative Agent not later than 12:00 Noon
      (i) three Business Days prior to the requested date of any Borrowing of,
      conversion to or continuation of Eurodollar Rate Loans or of any conversion
      of
      Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of
      any Borrowing of Base Rate Loans.  Each telephonic notice by the
      Borrower pursuant to this Section 2.02(a) must be confirmed promptly
      by delivery to the Administrative Agent of a written Loan Notice, appropriately
      completed and signed by a Responsible Officer of the Borrower.  Each
      Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
      be in
      a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
      thereof.  Each Borrowing of or conversion to Base Rate Loans shall be
      in a principal amount of $500,000 or a whole multiple of $100,000 in excess
      thereof.  Each Loan Notice (whether




28


telephonic
      or written) shall specify (i) whether the Borrower is requesting a Term
      Borrowing, a conversion of Term Loans from one Type to the other, or a
      continuation of Eurodollar Rate Loans, (ii) the requested date of the
      Borrowing, conversion or continuation, as the case may be (which shall be a
      Business Day), (iii) the principal amount of Loans to be borrowed,
      converted or continued, (iv) the Type of Loans to be borrowed or to which
      existing Term Loans are to be converted, and (v) if applicable, the
      duration of the Interest Period with respect thereto.  If the Borrower
      fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to
      give a timely notice requesting a conversion or continuation, then the
      applicable Term Loans shall be made as, or converted to, Base Rate
      Loans.  Any such automatic conversion to Base Rate Loans shall be
      effective as of the last day of the Interest Period then in effect with respect
      to the applicable Eurodollar Rate Loans.  If the Borrower requests a
      Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
      such Loan Notice, but fails to specify an Interest Period, it will be deemed
      to
      have specified an Interest Period of one month.




(b)           Notice
      to Lenders and Funding of Borrowings. Following receipt of a Loan Notice,
      the Administrative Agent shall promptly notify each Lender of the amount of
      its
      Applicable Percentage under the Facility of the Term Loans, and if no timely
      notice of a conversion or continuation is provided by the Borrower, the
      Administrative Agent shall notify each Lender of the details of any automatic
      conversion to Base Rate Loans described in Section 2.02(a).  In
      the case of a Term Borrowing, each Appropriate Lender shall make the amount
      of its Loan available to the Administrative Agent in immediately available
      funds
      at the Administrative Agent’s Office not later than 1:00 PM on the Business Day
      specified in the applicable Loan Notice.  Upon satisfaction of the
      applicable conditions set forth in Section 4.02 (and, if such Borrowing
      is the initial Credit Extension, Section 4.01), the Administrative Agent
      shall make all funds so received available to the Borrower on such Business
      Day
      in like funds as received by the Administrative Agent by wire transfer of such
      funds in accordance with instructions provided to (and reasonably acceptable
      to)
      the Administrative Agent by the Borrower.




(c)           Eurodollar
      Rate Loans. Except as otherwise provided herein, a Eurodollar Rate Loan may
      be continued or converted only on the last day of an Interest Period for such
      Eurodollar Rate Loan.  During the existence of an Event of Default, no
      Loans may be requested as, converted to or continued as Eurodollar Rate Loans
      without the consent of the Required Lenders.




(d)           Notice
      of Interest Rate. The Administrative Agent shall promptly notify the
      Borrower and the Lenders of the interest rate applicable to any Interest Period
      for Eurodollar Rate Loans upon determination of such interest
      rate.  At any time that Base Rate Loans are outstanding, the
      Administrative Agent shall notify the Borrower and the Lenders of any change
      in
      the Prime Rate used in determining the Base Rate promptly following the public
      announcement of such change.




(e)           Interest
      Periods. After giving effect to all Term Borrowings, all conversions of Term
      Loans from one Type to the other, and all continuations of Term Loans as the
      same Type, there shall not be more than six (6) Interest Periods in effect
      in
      respect of the Term Facility.




29


**2.03****[Intentionally
        Omitted]**.




**2.04****[Intentionally
        Omitted]**.
  **2.05Prepayments**.


(a)           Optional.




(i) 
      Term Loans.  The Borrower may, upon notice to the
      Administrative Agent, at any time or from time to time voluntarily prepay Term
      Loans in whole or in part without premium or penalty; provided that
      (A) such notice must be received by the Administrative Agent not later than
      12:00 Noon three Business Days prior to any date of prepayment of such Loans;
      (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount
      of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and
      (C) any prepayment of Base Rate Loans shall be in a principal amount of
      $500,000 or a whole multiple of $100,000 in excess thereof or, in each case,
      if
      less, the entire principal amount thereof then outstanding.  Each such
      notice shall specify the date and amount of such prepayment and the Type(s)
      of
      Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the
      Interest Period(s) of such Loans.  The Administrative Agent will
      promptly notify each Lender of its receipt of each such notice, and of the
      amount of such Lender’s ratable portion of such prepayment (based on such
      Lender’s Applicable Percentage in respect of the Facility).  If such
      notice is given by the Borrower, the Borrower shall make such prepayment and
      the
      payment amount specified in such notice shall be due and payable on the date
      specified therein.  Any prepayment of a Eurodollar Rate Loan shall be
      accompanied by all accrued interest on the amount prepaid, together with any
      additional amounts required pursuant to Section 3.05.  Each
      prepayment of the outstanding Term Loans pursuant to this Section
      2.05(a) shall be applied to the principal of the Term Facility, and
      each such prepayment shall be paid to the Lenders in accordance with their
      respective Applicable Percentages in respect of the Term Facility.




(b)           Mandatory.




(i)    
      [Intentionally Omitted].




(ii)  
      Excess Cash Flow. If the Consolidated Leverage Ratio for any fiscal year
      of Holdings commencing with the fiscal year ending December 31, 2007 is greater
      than 3.50 to 1.0 on a Pro Forma Basis as of the end of such fiscal year, no
      more
      than five Business Days after financial statements have been delivered pursuant
      to Section 6.01(a) and the related Compliance Certificate has
      been delivered pursuant to Section 6.02(b) for such fiscal year, the
      Borrower shall prepay an aggregate principal amount of Loans equal to the excess
      (if any) of (A) 100% of Excess Cash Flow for the fiscal year covered by
      such financial statements over (B) the aggregate principal amount of
      Existing Term Loans




30


prepaid
      pursuant to Section 2.05(a)(i) of the Existing Credit Agreement as
      in effect on the date hereof.




(iii) 
      Dispositions.  If any Loan Party or any of its Subsidiaries
      Disposes of any property (other than any Disposition of any property permitted
      by Section 7.05(a) through (h)) which results in the
      realization by such Person of Net Cash Proceeds, the Borrower shall prepay
      an
      aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds
      within two (2) Business Days of receipt thereof by such Person;
provided, however, that, with respect to any Net Cash Proceeds
      realized under a Disposition described in this Section 2.05(b)(iii), at
      the election of the Borrower (as notified by the Borrower to the Administrative
      Agent no more than two (2) Business Days after the date of such
      Disposition), and so long as no Default shall have occurred and be continuing,
      such Loan Party or such Subsidiary may reinvest all or any portion of such
      Net
      Cash Proceeds in operating assets so long as within 365 days after the receipt
      of such Net Cash Proceeds, such purchase shall have been consummated (as
      certified by the Borrower in writing to the Administrative Agent); and
providedfurther, however, that any Net Cash Proceeds not
      so reinvested shall be immediately applied to the prepayment of the Loans as
      set
      forth in this Section 2.05(b)(ii).




(iv) 
      Loss Proceeds.  Within five Business Days after financial
      statements have been delivered pursuant to Section 6.01(a), the Borrower
      shall prepay an aggregate principal amount of Loans in an amount equal to 100%
      of the excess (if any) of (A) Available Loss Proceeds for the immediately
      preceding fiscal year, less (B) the amount of any voluntary prepayments of
      the Existing Term Loans during such prior fiscal year; provided,
however, that, notwithstanding the forgoing, within two (2) Business
      Days of receipt of Loss Proceeds from any single casualty or taking, or series
      of related casualties or takings, in excess of the Threshold Amount, the
      Borrower shall prepay the Loans in an aggregate amount equal to 100% of such
      Loss Proceeds.




(v) 
      Debt Issuance.  Upon the incurrence or issuance by any Loan
      Party or any of its Subsidiaries of any Indebtedness (other than permitted
      Acquisition Debt and other Indebtedness expressly permitted to be incurred
      or
      issued pursuant to Sections 7.02(a) through (i) and Sections
      7.02(k), (l) and (m)), the Borrower shall prepay an
      aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds
      received therefrom immediately upon receipt thereof by such Loan Party or such
      Subsidiary; provided, however, that if the Consolidated Leverage
      Ratio (calculated on a Pro Forma Basis based on the most recently delivered
      Compliance Certificate and financial statements delivered pursuant to
Section 6.01(a) or (b)) is less than or equal to 3.50 to 1.0,
      no prepayment under this Section 2.05(b)(v) shall be
      required.




(vi)  
      Application of Prepayments Generally.  Each prepayment of Loans
      pursuant to the foregoing provisions of this Section 2.05(b) shall be
      applied to the****principal****of the Term
      Facility.




31


(vii)  
      [Intentionally Omitted].




(viii) 
      Notwithstanding anything to the contrary contained herein, no prepayments of
      Term Loans shall be required pursuant to this Section 2.05(b) except to the
      extent of, and not to exceed, the amount of Excess Cash Flow, Net Cash Proceeds
      or Available Loss Proceeds, as the case may be, required to be applied toward
      such prepayment remaining after any required payment of the Existing Loans
      pursuant to the Existing Credit Agreement as in effect on the date hereof (it
      being understood that amounts actually applied toward prepayment of the Existing
      Loans shall reduce the amount required to be applied toward prepayments
      hereunder).




(c)           Prepayment
      Accounts.  Amounts to be applied as provided in clause (b)
      above to the prepayment of Loans shall be applied first to reduce outstanding
      Base Rate Loans.  Any amounts remaining after each such application
      shall, at the option of the Borrower, be applied to prepay Eurodollar Rate
      Loans
      immediately and/or shall be deposited in a separate Prepayment Account (as
      defined below) for such Eurodollar Rate Loans.  The Administrative
      Agent shall apply any cash deposited in the Prepayment Account to prepay
      Eurodollar Rate Loans on the last day of their respective Interest Periods (or,
      at the direction of the Borrower, on any earlier date) until all outstanding
      Eurodollar Rate Loans have been prepaid or until all the allocable cash on
      deposit in the Prepayment Account has been exhausted.  For purposes of
      this Agreement, the term “Prepayment Account” shall mean an account
      established by the Borrower with the Administrative Agent and over which the
      Administrative Agent shall have exclusive dominion and control, including the
      exclusive right of withdrawal for application in accordance with this
      clause (c).  The Administrative Agent will, at the request of the
      Borrower, invest amounts on deposit in the Prepayment Account in Cash
      Equivalents that mature prior to the last day of the applicable Interest Periods
      of the Eurodollar Rate Loans to be prepaid; provided, however,
      that (i) the Administrative Agent shall not be required to make any
      investment that, in its sole judgment, would require or cause the Administrative
      Agent to be in, or would result in any, violation of any Law, (ii) such
      Cash Equivalents shall be subjected to a first priority perfected security
      interest in favor of the Administrative Agent and (iii) if any Event of
      Default shall have occurred and be continuing, the selection of such Cash
      Equivalents shall be in the sole discretion of the Administrative
      Agent.  The Borrower shall indemnify the Administrative Agent for any
      losses relating to such investments in Cash Equivalents so that the amount
      available to prepay Eurodollar Rate Loans on the last day of the applicable
      Interest Periods is not less than the amount that would have been available
      had
      no investments been made pursuant hereto.  Other than any interest or
      profits earned on such investments, the Prepayment Accounts shall not bear
      interest.  Interest or profits, if any, on the investments in any
      Prepayment Account shall accumulate in such Prepayment Account and, so long
      as
      no Event of Default has occurred and is continuing, shall be paid by the
      Administrative Agent to the Borrower at the end of each fiscal
      quarter.  If the maturity of the Loans has been accelerated pursuant
      to Section 8.02, the Administrative Agent may, in its sole discretion,
      apply such funds to satisfy any of the Obligations.  The Borrower
      hereby pledges and assigns to the Administrative Agent, for its benefit and
      the
      benefit of the Lenders, each Prepayment Account established to secure the
      Obligations.




32


(d)           Prepayments
      Under Subordinated Notes Documents.  Anything contained in
Section 2.05(b) to the contrary notwithstanding, (i) if, following
      the occurrence of any “Asset Sale” (as such term is defined in each of
      the Subordinated Notes Documents and the Cadmus Subordinated Notes Documents)
      by
      any Loan Party or any of its Subsidiaries, the Borrower is required to apply
      an
      amount equal to any of the “Net Proceeds” (as defined in each of the
      Subordinated Notes Documents and the Cadmus Subordinated Notes Documents)
      thereof in a particular manner, or to apply by a particular date (an
“Application Date”) an amount equal to any such “Net Proceeds” in
      a particular manner, in either case in order to excuse the Borrower from being
      required to offer to repurchase Subordinated Notes or Cadmus Subordinated Notes,
      and the Borrower shall have failed to so commit or to so apply an amount equal
      to such “Net Proceeds” at least 30 days before the applicable Application
      Date, or (ii) if the Borrower at any other time shall have failed to apply
      or cause to be applied an amount equal to any such “Net Proceeds”, and,
      within 30 days thereafter assuming no further application of an amount equal
      to
      such “Net Proceeds” the Borrower would otherwise be required to offer to
      repurchase Subordinated Notes or Cadmus Subordinated Notes, then in either
      such
      case the Borrower shall pay or cause to be paid to the Administrative Agent
      no
      later than fifteen (15) days prior to such Application Date an amount equal
      to
      such “Net Proceeds” to be applied to the payment of the Loans (to the
      extent not applied to the payment of the Existing Loans pursuant to Section
      2.05(d) of the Existing Credit Agreement as in effect on the date hereof) in
      the
      manner set forth in Section 2.05(b) in such amounts as shall
      excuse the Borrower from making any offer to repurchase the Subordinated Notes
      or the Cadmus Subordinated Notes.




**2.06Termination
        or Reduction of
        Commitments**.


(a)           [Intentionally
      Omitted].




(b)           Mandatory.  The
      aggregate Term Commitments shall be automatically and permanently reduced to
      zero on the date of the Term Borrowing.




(c)           [Intentionally
      Omitted].




(d)           [Intentionally
      Omitted].




**2.07Repayment
      of Loans**.




The
      Borrower shall repay to the Term Lenders on the Maturity Date the aggregate
      principal amount of all Term Loans outstanding on such date.




**2.08****Interest**.


(a)           Interest
      Rates. Subject to the provisions of Section 2.08(b), (i) each
      Eurodollar Rate Loan shall bear interest on the outstanding principal amount
      thereof for each Interest Period applicable thereto at a rate per annum equal
      to
      the Eurodollar Rate for such Interest Period plus the Applicable Rate;
      and (ii) each Base Rate Loan shall bear interest on the outstanding
      principal amount thereof from the applicable borrowing date at a rate per annum
      equal to the Base Rate plus the Applicable Rate; provided,
however,




33


that
      in no event shall the rate of interest on the Loans payable pursuant to the
      provisions of this Section 2.08(a) exceed the Interest Rate
      Cap.




(b)           Default
      Rate.




(i) 
      If any amount of principal of any Loan is not paid when due (without regard
      to
      any applicable grace periods), whether at stated maturity, by acceleration
      or
      otherwise, such amount shall thereafter bear interest at a fluctuating interest
      rate per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.




(ii) 
      If any amount (other than principal of any Loan) payable by the Borrower under
      any Loan Document is not paid when due (without regard to any applicable grace
      periods), whether at stated maturity, by acceleration or otherwise, then upon
      the request of the Required Lenders such amount shall thereafter bear interest
      at a fluctuating interest rate per annum at all times equal to the Default
      Rate
      to the fullest extent permitted by applicable Laws.




(iii) 
      While any Event of Default exists under Section 8.01(a), or upon the
      request of the Required Lenders while any Event of Default exists under any
      other provision of Section 8.01, the Borrower shall pay interest on the
      principal amount of all outstanding Obligations hereunder at a fluctuating
      interest rate per annum at all times equal to the Default Rate to the fullest
      extent permitted by applicable Laws.




(iv)  
      Accrued and unpaid interest on past due amounts (including interest on past
      due
      interest) shall be due and payable upon demand.




(c)           Interest
      Payment Date. Interest on each Loan shall be due and payable in arrears on
      each Interest Payment Date applicable thereto and at such other times as may
      be
      specified herein.  Interest hereunder shall be due and payable in
      accordance with the terms hereof before and after judgment, and before and
      after
      the commencement of any proceeding under any Debtor Relief Law.




**2.09****Fees**.


The
      Borrower shall pay to the Lead Arranger and the Administrative Agent for their
      own respective accounts fees in the amounts and at the times specified in the
      Fee Letters.  Such fees shall be fully earned when paid and shall not
      be refundable for any reason whatsoever.




**2.10****Computation
        of Interest and
        Fees**.




All
      computations of interest for Base Rate Loans when the Base Rate is determined
      by
      the Prime Rate shall be made on the basis of a year of 365 or 366 days, as
      the
      case may be, and actual days elapsed.  All other computations of fees
      and interest shall be made on the basis of a 360-day year and actual days
      elapsed (which results in more fees or interest, as applicable, being paid
      than
      if computed on the basis of a 365-day year).  Interest shall accrue on
      each Loan for the day on which the Loan is made, and shall not accrue on a
      Loan,
      or any portion thereof, for the




34


day
      on which the Loan or such portion is paid, provided that any Loan that is
      repaid on the same day on which it is made shall, subject to Section
      2.12(a), bear interest for one day.  Each determination by the
      Administrative Agent of an interest rate or fee hereunder shall be conclusive
      and binding for all purposes, absent manifest error.




**2.11****Evidence
        of
        Debt**.


(a)           Accounts
      and Records of Credit Extensions. The Credit Extensions made by each Lender
      shall be evidenced by one or more accounts or records maintained by such Lender
      and by the Administrative Agent in the ordinary course of
      business.  The accounts or records maintained by the Administrative
      Agent and each Lender shall be conclusive absent manifest error of the amount
      of
      the Credit Extensions made by the Lenders to the Borrower and the interest
      and
      payments thereon.  Any failure to so record or any error in doing so
      shall not, however, limit or otherwise affect the obligation of the Borrower
      hereunder to pay any amount owing with respect to the Obligations.  In
      the event of any conflict between the accounts and records maintained by any
      Lender and the accounts and records of the Administrative Agent in respect
      of
      such matters, the accounts and records of the Administrative Agent shall control
      in the absence of manifest error.  Upon the request of any Lender made
      through the Administrative Agent, the Borrower shall execute and deliver to
      such
      Lender (through the Administrative Agent) a Note, which shall evidence such
      Lender’s Loans in addition to such accounts or records.  Each Lender
      may attach schedules to its Note and endorse thereon the date, Type (if
      applicable), amount and maturity of its Loans and payments with respect
      thereto.




(b)           [Intentionally
      Omitted].




**2.12****Payments
        Generally;
        Administrative Agent’s Clawback**.




(a)           General.  All
      payments to be made by the Borrower shall be made without condition or deduction
      for any counterclaim, defense, recoupment or setoff.  Except as
      otherwise expressly provided herein, all payments by the Borrower hereunder
      shall be made to the Administrative Agent, for the account of the respective
      Lenders to which such payment is owed, at the Administrative Agent’s Office in
      Dollars and in immediately available funds not later than 2:00 p.m. on the
      date
      specified herein.  The Administrative Agent will promptly distribute
      to each Lender its Applicable Percentage in respect of the Facility (or other
      applicable share as provided herein) of such payment in like funds as received
      by wire transfer to such Lender’s Lending Office.  All payments
      received by the Administrative Agent after 2:00 p.m. shall be deemed received
      on
      the next succeeding Business Day and any applicable interest or fee shall
      continue to accrue.  If any payment to be made by the Borrower shall
      come due on a day other than a Business Day, payment shall be made on the next
      following Business Day, and such extension of time shall be reflected in
      computing interest or fees, as the case may be.




(b)           Presumptions
      by the Administrative Agent.




(i) 
      Funding by Lenders.  Unless the Administrative Agent shall have
      received notice from a Lender prior to the proposed date of any Borrowing of




35


Eurodollar
      Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00
      noon on the date of such Borrowing) that such Lender will not make available
      to
      the Administrative Agent such Lender’s share of such Borrowing, the
      Administrative Agent may assume that such Lender has made such share available
      on such date in accordance with Section 2.02 (or, in the case of a
      Borrowing of Base Rate Loans, that such Lender has made such share available
      in
      accordance with and at the time required by Section 2.02) and may, in
      reliance upon such assumption, make available to the Borrower a corresponding
      amount.  In such event, if a Lender has not in fact made its share of
      the applicable Borrowing available to the Administrative Agent, then the
      applicable Lender and the Borrower severally agree to pay to the Administrative
      Agent forthwith on demand such corresponding amount in immediately available
      funds with interest thereon, for each day from and including the date such
      amount is made available to the Borrower to but excluding the date of payment
      to
      the Administrative Agent, at (A) in the case of a payment to be made by
      such Lender, the greater of the Federal Funds Rate and a rate determined by
      the
      Administrative Agent in accordance with banking industry rules on interbank
      compensation, plus any administrative, processing or similar fees customarily
      charged by the Administrative Agent in connection with the foregoing, and
      (B) in the case of a payment to be made by the Borrower, the interest rate
      applicable to Base Rate Loans.  If the Borrower and such Lender shall
      pay such interest to the Administrative Agent for the same or an overlapping
      period, the Administrative Agent shall promptly remit to the Borrower the amount
      of such interest paid by the Borrower for such period.  If such Lender
      pays its share of the applicable Borrowing to the Administrative Agent, then
      the
      amount so paid shall constitute such Lender’s Loan included in such
      Borrowing.  Any payment by the Borrower shall be without prejudice to
      any claim the Borrower may have against a Lender that shall have failed to
      make
      such payment to the Administrative Agent.




(ii) 
      Payments by Borrower.  Unless the Administrative Agent shall
      have received notice from the Borrower prior to the time at which any payment
      is
      due to the Administrative Agent for the account of the Lenders hereunder that
      the Borrower will not make such payment, the Administrative Agent may assume
      that the Borrower has made such payment on such date in accordance herewith
      and
      may, in reliance upon such assumption, distribute to the Appropriate Lenders
      the
      amount due.  In such event, if the Borrower has not in fact made such
      payment, then each of the Appropriate Lenders severally agrees to repay to
      the
      Administrative Agent forthwith on demand the amount so distributed to such
      Lender, in immediately available funds with interest thereon, for each day
      from
      and including the date such amount is distributed to it to but excluding the
      date of payment to the Administrative Agent, at the greater of the Federal
      Funds
      Rate and a rate determined by the Administrative Agent in accordance with
      banking industry rules on interbank compensation.




A
      notice of the Administrative Agent to any Lender or the Borrower with respect
      to
      any amount owing under this subsection (b) shall be conclusive, absent
      manifest error.




36


(c)           Failure
      to Satisfy Conditions Precedent.  If any Lender makes available to
      the Administrative Agent funds for any Loan to be made by such Lender as
      provided in the foregoing provisions of this Article II, and such
      funds are not made available to the Borrower by the Administrative Agent because
      the conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms
      hereof, the Administrative Agent shall return such funds (in like funds as
      received from such Lender) to such Lender, without interest.




(d)           Obligations
      of Lenders Several.  The obligations of the Lenders hereunder to
      make Term Loans and to make payments pursuant to Section 11.04(c) are
      several and not joint.  The failure of any Lender to make any Loan or
      to make any payment under Section 11.04(c) on any date required hereunder
      shall not relieve any other Lender of its corresponding obligation to do so
      on
      such date, and no Lender shall be responsible for the failure of any other
      Lender to so make its Loan or to make its payment under
Section 11.04(c).




(e)           Funding
      Source.  Nothing herein shall be deemed to obligate any Lender to
      obtain the funds for any Loan in any particular place or manner or to constitute
      a representation by any Lender that it has obtained or will obtain the funds
      for
      any Loan in any particular place or manner.




(f)           Insufficient
      Funds.  If at any time insufficient funds are received by and
      available to the Administrative Agent to pay fully all amounts of principal,
      interest and fees then due hereunder, such funds shall be applied
      (i) first, toward payment of interest and fees then due hereunder,
      ratably among the parties entitled thereto in accordance with the amounts of
      interest and fees then due to such parties, and (ii) second, toward
      payment of principal then due hereunder, ratably among the parties entitled
      thereto in accordance with the amounts of principal then due to such
      parties.




**2.13****Sharing
        of Payments by
        Lenders**.


If
      any Lender shall, by exercising any right of setoff or counterclaim or
      otherwise, obtain payment in respect of (a) Obligations in respect of the
      Facility due and payable to such Lender hereunder and under the other Loan
      Documents at such time in excess of its ratable share (according to the
      proportion of (i) the amount of such Obligations due and payable to such
      Lender at such time to (ii) the aggregate amount of the Obligations in
      respect of the Facility due and payable to all Lenders hereunder and under
      the
      other Loan Documents at such time) of payments on account of the Obligations
      in
      respect of the Facility due and payable to all Lenders hereunder and under
      the
      other Loan Documents at such time obtained by all the Lenders at such time
      or
      (b) Obligations in respect of the Facility owing (but not due and payable)
      to such Lender hereunder and under the other Loan Documents at such time in
      excess of its ratable share (according to the proportion of (i) the amount
      of such Obligations owing (but not due and payable) to such Lender at such
      time
      to (ii) the aggregate amount of the Obligations in respect of the Facility
      owing (but not due and payable) to all Lenders hereunder and under the other
      Loan Documents at such time) of payments on account of the Obligations in
      respect of the Facility owing (but not due and payable) to all Lenders hereunder
      and under the other Loan Documents at such time obtained by all of the Lenders
      at such time, then, in each case under (a) or (b) above,




37


the
      Lender receiving such greater proportion shall (A) notify the
      Administrative Agent of such fact, and (B) purchase (for cash at face
      value) participations in the Loans of the other Lenders, or make such other
      adjustments as shall be equitable, so that the benefit of all such payments
      shall be shared by the Lenders ratably in accordance with the aggregate amount
      of Obligations in respect of the Facility then due and payable to the Lenders
      or
      owing (but not due and payable) to the Lenders, as the case may be,
provided that:




(1)           if
      any such participations or subparticipations are purchased and all or any
      portion of the payment giving rise thereto is recovered, such participations
      or
      subparticipations shall be rescinded and the purchase price restored to the
      extent of such recovery, without interest; and




(2)           the
      provisions of this Section shall not be construed to apply to (A) any
      payment made by the Borrower pursuant to and in accordance with the express
      terms of this Agreement or (B) any payment obtained by a Lender as
      consideration for the assignment of or sale of a participation in any of its
      Loans to any assignee or participant, other than to the Borrower or any
      Subsidiary thereof (as to which the provisions of this Section shall
      apply).




Each
      Loan Party consents to the foregoing and agrees, to the extent it may
      effectively do so under applicable law, that any Lender acquiring a
      participation pursuant to the foregoing arrangements may exercise against such
      Loan Party rights of setoff and counterclaim with respect to such participation
      as fully as if such Lender were a direct creditor of such Loan Party in the
      amount of such participation.




**2.14****[Intentionally
        Omitted]**.
  **2.15Exchange
        Notes**.




Unless
      the Administrative Agent otherwise consents in writing:




(a)           Issuance.




(i) 
      Subject to Section 2.15(a)(v), at the option of the Administrative Agent, after
      consultation with the Borrower, the Administrative Agent shall give the Borrower
      at least 30 days’ (or such shorter period as may be agreed by the Borrower and
      the Administrative Agent) prior written notice (such notice, an “Exchange
      Notice”) (A) specifying the proposed date for the exchange and conversion of
      the Loans into Exchange Notes issued pursuant to the Exchange Indenture (such
      date, the “Exchange Date”), (B) attaching the form of the Exchange
      Indenture, (C) providing (i) all information regarding any Lenders that would
      be
      required to be included in a registration statement relating to the resale
      of
      securities by such Lenders and (ii) in the event that the Exchange Notes will
      be
      re-sold in either (x) an offering registered pursuant to the Securities Act,
      or
      (y) in an offering pursuant to exemption(s) from registration under the
      Securities Act, the Lenders’ intended plan of distribution for the Preliminary
      Offering Documents and (D) specifying whether the Exchange Notes will be (i)
      re-sold in either (x) an offering registered pursuant to the Securities Act,
      or
      (y) in an offering pursuant to




38


exemption(s)
      from registration under the Securities Act and, if the latter, specifying on
      what exemption(s) from registration under the Securities Act such Lenders will
      rely or (ii) converted and held by the Lenders; provided, however, that in
      the
      case of either (x) an offering pursuant to exemption(s) from registration under
      the Securities Act or (y) any conversion without an offering, the Borrower
      shall
      execute the Registration Rights Agreement.




(ii) 
      On the Exchange Date, the Borrower and the Guarantors will execute and deliver
      the Exchange Indenture (or, if the Exchange Notes are to be issued under the
      Subordinated Notes Indenture, the Borrower and the Guarantors will take such
      actions as are required under the Subordinated Notes Indenture to issue the
      Exchange Notes).  On the terms and subject to the conditions set forth
      in this Agreement, each Lender shall receive exchange notes (the “Exchange
      Notes”) issued pursuant to the Exchange Indenture in exchange for all of its
      Loans then outstanding in a principal amount equal to 100% of the aggregate
      principal amount of such Loans, and such Loans shall be deemed converted into
      the Exchange Notes as a result of such exchange.




(iii) 
      The Borrower agrees that, on or prior to the Exchange Date: (A) the Borrower
      shall have issued the applicable Exchange Notes pursuant to the Exchange
      Indenture substantially in the applicable form set forth therein and (B) the
      Borrower shall have provided to the Administrative Agent a copy of resolutions
      of the applicable board of directors of the Borrower and the Guarantors
      approving the execution and delivery of the Exchange Indenture (or, if the
      Exchange Notes are to be issued under the Subordinated Notes Indenture, a copy
      of resolutions of the applicable board of directors of the Borrower and the
      Guarantors approving the execution and delivery of appropriate documentation
      pursuant to the issuance of the Exchange Notes under the Subordinated Notes
      Indenture) and, in the case of the Borrower, the issuance of the applicable
      Exchange Notes, together with a customary certificate of the secretary of the
      Borrower or such Guarantor as to such resolutions.




(iv) 
      Notwithstanding any other provision of this Agreement, it is expressly agreed
      and acknowledged that (A) each exchange of a Loan for Exchange Notes shall
      not
      operate as a novation of the Indebtedness represented by such Loan and (B)
      the
      Indebtedness represented by the Exchange Notes shall be deemed to be a
      conversion of the Loans into the Exchange Notes.




(v)  
      Notwithstanding the foregoing provisions of this Section 2.15(a), following
      delivery of an Exchange Notice from the Lead Arranger, the Borrower may within
      five business days thereof notify the Lead Arranger that the Board of Directors
      of the Borrower has resolved that the Borrower has a bona fide business purpose
      or reason (and shall describe to the Lead Arranger in reasonable detail all
      material facts underlying such resolution) to delay, without liability of any
      kind, the conversion of the Loans into Exchange Notes and the related offering
      and sale of the Exchange Notes for a period or periods (each a “Delay
      Period”) expiring upon the earlier to occur of (A) the date on which such
      business purpose or reason




39


ceases
      or (B) 45 days after the Borrower notifies the Lead Arranger of such good faith
      determination; provided, however, that the Delay Period shall expire 30 days
      after the Borrower notifies the Lead Arranger of such good faith determination
      if the Lead Arranger shall not consent to the imposition of the Delay
      Period.  There shall not be more than 45 days of Delay Periods during
      any 12-month period.




(b)           Terms.  All
      Exchange Notes shall be issued by the Borrower and shall be guaranteed by the
      Guarantors on the terms set forth in the Exchange Indenture.  The
      Exchange Notes shall bear interest at the Exchange Note Interest Rate as set
      forth in the Exchange Indenture, which interest shall accrue on the principal
      amount of such Exchange Notes and be payable on the terms set forth in the
      Exchange Indenture.  Following the issuance of the Exchange Notes, all
      terms thereof shall be governed by the Exchange Indenture and not by this
      Agreement.




(c)           Procedure
      for Issuance.  Subject to Section 2.15(a)(v), if an offering of
      the Exchange Notes is to be undertaken in connection with such exchange or
      otherwise, not more than 5 Business Days and no less than 3 Business Days prior
      to the Exchange Date specified in the Exchange Notice (or, in the case of clause
      (ii) below, on the Exchange Date):




(i) 
      the Borrower shall issue and deliver to the Administrative Agent the Exchange
      Notes requested pursuant to such Exchange Notice (and, on the Exchange Date,
      the
      Administrative Agent shall deliver such Exchange Notes to the applicable
      Lenders);




(ii)
       the Borrower shall pay to the Administrative Agent for the account of the
      Lenders all accrued and unpaid interest and all other amounts due hereunder
      with
      respect to the Loans being exchanged through the Exchange Date, together with
      any additional amounts required pursuant to Section 3.05;




(iii)
      the Borrower shall deliver, in form and substance reasonably satisfactory to
      the
      Administrative Agent and the Lenders, such other certificates, documents,
      consents or opinions specified in the Underwriting/Purchase Agreement;
      and




(iv)
      the Borrower shall take such further actions as may be required by the trustee
      to effect the issuance of the Exchange Notes in accordance with the terms hereof
      and under, but subject to, the Exchange Indenture.




(d)           Additional
      Covenants.  If an offering of the Exchange Notes is to be
      undertaken in connection with such exchange or otherwise, Holdings and the
      Borrower will do all commercially reasonable things required in the reasonable
      opinion of the Lead Arranger, in connection with the conversion of the Loans
      into the Exchange Notes and initial resale of the Exchange Notes, and as soon
      as
      practicable, but in no event more than 20 days prior to the Exchange Date,
      (A)
      Holdings and the Borrower shall have prepared and delivered to the Lead Arranger
      the Preliminary Offering Documents, (B) if requested by the Lead Arranger,
      Holdings and the Borrower shall have made appropriate officers of




40


Holdings
      and the Borrower available as reasonable and customary for meetings with rating
      agencies, and obtained a rating for such Exchange Notes from Moody’s and S&P
      and (C) Holdings and the Borrower shall have cooperated (without any obligation
      to incur undue cost) with the Lead Arranger in preparing “road show” or “bank
      meeting” materials as reasonably requested by the Lead Arranger in customary
      form for the Exchange Notes.  Subject to Section 2.15(a)(v), during
      the 15-day period prior to the Exchange Date, Holdings and the Borrower shall
      have made senior executives of Holdings and the Borrower available for “road
      show” or other appropriate marketing presentations in the United States as is
      reasonable and customary for the Exchange Notes and otherwise cooperate as
      reasonably requested by the Lead Arranger in marketing the Exchange
      Notes.




(e)          Subject
      to Section 2.15(a)(v), if the Borrower fails to comply in any material respect
      with the covenants set forth above in this Section 2.15 on or before the
      Exchange Date, then the Lenders shall retain all of their rights and remedies
      with respect to the Loans pursuant to this Agreement until such covenants are
      satisfied, unless the Administrative Agent, in its sole discretion, waives
      compliance with any such covenants and causes the Loans to be converted into
      Exchange Notes.




(f)           In
      connection with the conversion of the Loans into an equal principal amount
      of
      Exchange Notes, the Lead Arranger shall determine, in its discretion, whether
      the Exchange Notes will be (a) offered and sold to the public pursuant to a
      registration statement (a “Registered Offering”) filed under the
      Securities Act or (b) offered and sold (i) to “qualified institutional buyers”
as defined in Rule 144A promulgated under the Securities Act and (ii) outside
      the United States to certain persons who are not U.S. Persons (as defined in
      Regulation S under the Securities Act) in offshore transactions in reliance
      on
      Regulation S (an “Exempt Offering”).  In the event that the
      Exchange Notes are offered and sold pursuant to a Registered Offering, the
      Borrower, the Guarantors, and the Lead Arranger shall as and when appropriate
      enter into a single agreement in the form of the agreement attached as Exhibit
      M
      hereto revised to reflect a Registered Offering and, alternatively, in the
      event
      that the Exchange Notes are offered and sold pursuant to an Exempt Offering,
      the
      Borrower, the Guarantors, and the Lead Arranger shall enter into a single
      agreement in the form of the agreement attached as Exhibit M hereto revised
      to
      reflect an Exempt Offering.




**ARTICLE
      III**




**TAXES,
      YIELD PROTECTION AND ILLEGALITY**




**3.01****Taxes**.


(a)           Payments
      Free of Taxes.  Any and all payments by or on account of any
      obligation of the Borrower or Holdings hereunder or under any other Loan
      Document shall be made free and clear of and without reduction or withholding
      for any Indemnified Taxes or Other Taxes, provided that if the Borrower
      shall be required by applicable law to deduct any Indemnified Taxes (including
      any Other Taxes) from such payments, then (i) the sum payable shall be
      increased as necessary so that after making all required




41


deductions
      (including deductions applicable to additional sums payable under this Section)
      the Administrative Agent or any Lender, as the case may be, receives an amount
      equal to the sum it would have received had no such deductions been made,
      (ii) the Borrower or Holdings, as the case may be, shall make such
      deductions and (iii) the Borrower or Holdings, as the case may be, shall
      timely pay the full amount deducted to the relevant Governmental Authority
      in
      accordance with applicable law.




(b)           Payment
      of Other Taxes by the Borrower and Holdings.  Without limiting the
      provisions of subsection (a) above, the Borrower and Holdings shall timely
      pay any Other Taxes to the relevant Governmental Authority in accordance with
      applicable law.




(c)           Indemnification
      by the Borrower and Holdings.  The Borrower and Holdings shall
      jointly and severally indemnify the Administrative Agent and each Lender, within
      10 days after demand therefor, for the full amount of any Indemnified Taxes
      or
      Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted
      on
      or attributable to amounts payable under this Section) paid by the
      Administrative Agent or such Lender, as the case may be, and any penalties,
      interest and reasonable expenses arising therefrom or with respect thereto,
      whether or not such Indemnified Taxes or Other Taxes were correctly or legally
      imposed or asserted by the relevant Governmental Authority.  A
      certificate as to the amount of such payment or liability delivered to the
      Borrower by a Lender (with a copy to the Administrative Agent), or by the
      Administrative Agent on its own behalf or on behalf of a Lender, shall be
      conclusive absent manifest error.




(d)           Evidence
      of Payments.  As soon as practicable after any payment of
      Indemnified Taxes or Other Taxes by the Borrower or Holdings, as the case may
      be, to a Governmental Authority, the Borrower or Holdings, as the case may
      be,
      shall deliver to the Administrative Agent the original or a certified copy
      of a
      receipt issued by such Governmental Authority evidencing such payment, a copy
      of
      the return reporting such payment or other evidence of such payment reasonably
      satisfactory to the Administrative Agent.




(e)           Status
      of Lenders.  Any Foreign Lender that is entitled to an exemption
      from or reduction of withholding tax under the law of the jurisdiction in which
      the Borrower or Holdings, as the case may be, is resident for tax purposes,
      or
      any treaty to which such jurisdiction is a party, with respect to payments
      hereunder or under any other Loan Document shall deliver to the Borrower and
      Holdings (with a copy to the Administrative Agent), at the time or times
      prescribed by applicable law or reasonably requested by the Borrower, Holdings
      or the Administrative Agent, such properly completed and executed documentation
      prescribed by applicable law as will permit such payments to be made without
      withholding or at a reduced rate of withholding.  In addition, any
      Lender, if requested by the Borrower, Holdings or the Administrative Agent,
      shall deliver such other documentation prescribed by applicable law or
      reasonably requested by the Borrower, Holdings or the Administrative Agent
      as
      will enable the Borrower, Holdings or the Administrative Agent to determine
      whether or not such Lender is subject to backup withholding or information
      reporting requirements.




42


Without
      limiting the generality of the foregoing, if the Borrower or Holdings, as the
      case may be, is resident for tax purposes in the United States, any Foreign
      Lender shall deliver to the Borrower, Holdings and the Administrative Agent
      (in
      such number of copies as shall be requested by the recipient) on or prior to
      the
      date on which such Foreign Lender becomes a Lender under this Agreement (and
      from time to time thereafter upon the request of the Borrower, Holdings or
      the
      Administrative Agent, but only if such Foreign Lender is legally entitled to
      do
      so), whichever of the following is applicable:




(i)  duly
      completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
      for benefits of an income tax treaty to which the United States is a
      party,




(ii)  duly
      completed copies of Internal Revenue Service Form W-8ECI,




(iii)  in
      the case of a Foreign Lender claiming the benefits of the exemption for
      portfolio interest under section 881(c) of the Code, (A) a certificate
      to the effect that such Foreign Lender is not (1) a “bank” within the
      meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent
      shareholder” of the Borrower or Holdings within the meaning of section
      881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Code and (B) duly completed
      copies of  Internal Revenue Service Form W-8BEN, or




(iv)  any
      other form prescribed by applicable law as a basis for claiming exemption from
      or a reduction in United States Federal withholding tax duly completed together
      with such supplementary documentation as may be prescribed by applicable law
      to
      permit the Borrower to determine the withholding or deduction required to be
      made.




(f)           Treatment
      of Certain Refunds.  If the Administrative Agent or any Lender
      determines, in its sole discretion, that it has received a refund of any Taxes
      or Other Taxes as to which it has been indemnified by the Borrower or Holdings,
      as the case may be, or with respect to which the Borrower or Holdings, as the
      case may be, has paid additional amounts pursuant to this Section, it shall
      pay
      to the Borrower or Holdings, as the case may be, an amount equal to such refund
      (but only to the extent of indemnity payments made, or additional amounts paid,
      by the Borrower or Holdings under this Section with respect to the Taxes or
      Other Taxes giving rise to such refund), net of all out-of-pocket expenses
      of
      the Administrative Agent or such Lender, as the case may be, and without
      interest (other than any interest paid by the relevant Governmental Authority
      with respect to such refund), provided that the Borrower or Holdings, as
      the case may be, upon the request of the Administrative Agent or such Lender,
      agrees to repay the amount paid over to the Borrower or Holdings (plus
      any penalties, interest or other charges imposed by the relevant Governmental
      Authority), as the case may be, to the Administrative Agent or such Lender
      if
      the Administrative Agent or such Lender is required to repay such refund to
      such
      Governmental Authority.  This subsection shall not be construed to
      require the Administrative Agent or any Lender to make available its tax returns
      (or any other information relating to its taxes that it deems confidential)
      to
      the Borrower, Holdings or any other Person.




43


**3.02****Illegality**.


If
      any Lender determines that any Law has made it unlawful, or that any
      Governmental Authority has asserted that it is unlawful, for any Lender or
      its
      applicable Lending Office to make, maintain or fund Eurodollar Rate Loans,
      or to
      determine or charge interest rates based upon the Eurodollar Rate, or any
      Governmental Authority has imposed material restrictions on the authority of
      such Lender to purchase or sell, or to take deposits of, Dollars in the London
      interbank market, then, on notice thereof by such Lender to the Borrower through
      the Administrative Agent, any obligation of such Lender to make or continue
      Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
      shall be suspended until such Lender notifies the Administrative Agent and
      the
      Borrower that the circumstances giving rise to such determination no longer
      exist.  Upon receipt of such notice, the Borrower shall, upon demand
      from such Lender (with a copy to the Administrative Agent), prepay or, if
      applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans,
      either on the last day of the Interest Period therefor, if such Lender may
      lawfully continue to maintain such Eurodollar Rate Loans to such day, or
      immediately, if such Lender may not lawfully continue to maintain such
      Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
      Borrower shall also pay accrued interest on the amount so prepaid or
      converted.




**3.03****Inability
        to Determine
        Rates**.




If
      the Required Lenders determine that for any reason in connection with any
      request for a Eurodollar Rate Loan or a conversion to or continuation thereof
      that (a) Dollar deposits are not being offered to banks in the London
      interbank eurodollar market for the applicable amount and Interest Period of
      such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist
      for determining the Eurodollar Rate for any requested Interest Period with
      respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for
      any requested Interest Period with respect to a proposed Eurodollar Rate Loan
      does not adequately and fairly reflect the cost to such Lenders of funding
      such
      Loan, the Administrative Agent will promptly so notify the Borrower and each
      Lender.  Thereafter, the obligation of the Lenders to make or maintain
      Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon
      the instruction of the Required Lenders) revokes such notice.  Upon
      receipt of such notice, the Borrower may revoke any pending request for a
      Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing
      that, will be deemed to have converted such request into a request for a
      Borrowing of Base Rate Loans in the amount specified therein.




**3.04****Increased
        Costs; Reserves on
        Eurodollar Rate Loans**.




(a)           Increased
      Costs Generally.  If any Change in Law shall:




(i)  impose,
      modify or deem applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended or participated in by, any Lender (except
      any
      reserve requirement contemplated by Section 3.04(e));




(ii)  subject
      any Lender to any tax of any kind whatsoever with respect to this Agreement,
      or
      any Eurodollar Rate Loan made by it, or change the basis of




44


taxation
      of payments to such Lender in respect thereof (except for Indemnified Taxes
      or
      Other Taxes covered by Section 3.01 and the imposition of, or any change
      in the rate of, any Excluded Tax payable by such Lender); or




(iii)  impose
      on any Lender or the London interbank market any other condition, cost or
      expense affecting this Agreement or Eurodollar Rate Loans made by such
      Lender;




and
      the result of any of the foregoing shall be to increase the cost to such Lender
      of making or maintaining any Eurodollar Rate Loan (or of maintaining its
      obligation to make any such Loan), or to reduce the amount of any sum received
      or receivable by such Lender hereunder (whether of principal, interest or any
      other amount) then, upon request of such Lender, the Borrower will pay to such
      Lender such additional amount or amounts as will compensate such Lender for
      such
      additional costs incurred or reduction suffered.




(b)           Capital
      Requirements.  If any Lender determines that any Change in Law
      affecting such Lender or any Lending Office of such Lender or such Lender’s
      holding company, if any, regarding capital requirements has or would have the
      effect of reducing the rate of return on such Lender’s capital or on the capital
      of such Lender’s holding company, if any, as a consequence of this Agreement,
      the Commitments of such Lender or the Loans made by, such Lender, to a level
      below that which such Lender or such Lender’s holding company could have
      achieved but for such Change in Law (taking into consideration such Lender’s
      policies and the policies of such Lender’s holding company with respect to
      capital adequacy), then from time to time the Borrower will pay to such Lender
      such additional amount or amounts as will compensate such Lender or such
      Lender’s holding company for any such reduction suffered.




(c)           Certificates
      for Reimbursement.  A certificate of a Lender setting forth the
      amount or amounts necessary to compensate such Lender or its holding company,
      as
      the case may be, as specified in subsection (a) or (b) of this Section
      and delivered to the Borrower shall be conclusive absent manifest
      error.  The Borrower shall pay such Lender the amount shown as due on
      any such certificate within 10 days after receipt thereof.




(d)           Delay
      in Requests.  Failure or delay on the part of any Lender to demand
      compensation pursuant to the foregoing provisions of this Section shall not
      constitute a waiver of such Lender’s right to demand such compensation,
provided that the Borrower shall not be required to compensate a Lender
      pursuant to the foregoing provisions of this Section for any increased costs
      incurred or reductions suffered more than 120 days prior to the date that such
      Lender notifies the Borrower of the Change in Law giving rise to such increased
      costs or reductions and of such Lender’s intention to claim compensation
      therefor (except that, if the Change in Law giving rise to such increased costs
      or reductions is retroactive, then the 120 day period referred to above shall
      be
      extended to include the period of retroactive effect thereof).




(e)           Reserves
      on Eurodollar Rate Loans.  The Borrower shall pay to each Lender,
      as long as such Lender shall be required to maintain reserves with respect
      to
      liabilities or assets consisting of or including Eurocurrency funds or deposits
      (currently




45


known
      as “Eurocurrency liabilities,” as defined in Regulation D of the FRB),
      additional interest on the unpaid principal amount of each Eurodollar Rate
      Loan
      equal to the actual costs of such reserves allocated to such Loan by such Lender
      (as determined by such Lender in good faith, which determination shall be
      conclusive), which shall be due and payable on each date on which interest
      is
      payable on such Loan, provided the Borrower shall have received at least
      10 days’ prior notice (with a copy to the Administrative Agent) of such
      additional interest from such Lender together with a schedule containing a
      reasonably detailed explanation and calculation thereof; and provided,
further, that such additional interest shall not exceed an amount
      based
      upon an interest rate per annum equal to the remainder obtained by subtracting
      (i) the Eurodollar Rate for the Interest Period for such Eurodollar Rate
      Loan from (ii) the rate obtained by dividing such Eurodollar Rate by a
      percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender
      for such Interest Period.  If a Lender fails to give notice 10 days
      prior to the relevant Interest Payment Date, such additional interest shall
      be
      due and payable 10 days from receipt of such notice.




**3.05****Compensation
        for
        Losses**.




Upon
      demand of any Lender (with a copy to the Administrative Agent) from time to
      time, the Borrower shall promptly compensate such Lender for and hold such
      Lender harmless from any loss, cost or expense incurred by it as a result
      of:




(a)           any
      continuation, conversion, payment or prepayment of any Eurodollar Rate Loan
      on a
      day other than the last day of the Interest Period for such Loan (whether
      voluntary, mandatory, automatic, by reason of acceleration, or
      otherwise);




(b)           any
      failure by the Borrower (for a reason other than the failure of such Lender
      to
      make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan
      on
      the date or in the amount notified by the Borrower; or




(c)           any
      assignment of a Eurodollar Rate Loan on a day other than the last day of the
      Interest Period therefor as a result of a request by the Borrower pursuant
      to
Section 11.13;




excluding
      any loss of anticipated profits but including any loss or expense arising from
      the liquidation or reemployment of funds obtained by it to maintain such Loan
      or
      from fees payable to terminate the deposits from which such funds were
      obtained.  The Borrower shall also pay any customary administrative
      fees charged by such Lender in connection with the foregoing.




For
      purposes of calculating amounts payable by the Borrower to the Lenders under
      this Section 3.05, each Lender shall be deemed to have funded each
      Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
      matching deposit or other borrowing in the London interbank eurodollar market
      for a comparable amount and for a comparable period, whether or not such
      Eurodollar Rate Loan was in fact so funded.




46


**3.06****Mitigation
        Obligations;
        Replacement of Lenders**.


(a)           Designation
      of a Different Lending Office.  If any Lender requests
      compensation under Section 3.04, or the Borrower is required to pay any
      additional amount to any Lender or any Governmental Authority for the account
      of
      any Lender pursuant to Section 3.01, or if any Lender gives a notice
      pursuant to Section 3.02, then such Lender shall use reasonable efforts
      to designate a different Lending Office for funding or booking its Loans
      hereunder or to assign its rights and obligations hereunder to another of its
      offices, branches or affiliates, if, in the judgment of such Lender, such
      designation or assignment (i) would eliminate or reduce amounts payable
      pursuant to Section 3.01 or 3.04, as the case may be, in the
      future, or eliminate the need for the notice pursuant to Section 3.02, as
      applicable, and (ii) in each case, would not subject such Lender to any
      unreimbursed cost or expense and would not, in the good faith judgment of such
      Lender, otherwise be materially disadvantageous to such Lender.  The
      Borrower hereby agrees to pay all reasonable costs and expenses incurred by
      any
      Lender in connection with any such designation or assignment.




(b)           Replacement
      of Lenders.  If any Lender requests compensation under Section
      3.04, or if the Borrower is required to pay any additional amount to any
      Lender or any Governmental Authority for the account of any Lender pursuant
      to
Section 3.01, the Borrower may replace such Lender in accordance with
Section 11.13.




**3.07****Survival**.




All
      of the Borrower’s obligations under this Article III shall survive
      termination of the Aggregate Commitments and repayment of all other Obligations
      hereunder.




**ARTICLE
      IV**




**CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS**




**4.01****Conditions
        of Initial Credit
        Extension**.


The
      obligation of each Lender to make its initial Credit Extension hereunder is
      subject to satisfaction of the following conditions precedent:




(a)           Documents,
      Certificates, Opinions and Other Instruments. The Administrative Agent’s
      receipt of the following, each of which shall be originals or telecopies
      (followed promptly by originals) unless otherwise specified, each properly
      executed by a Responsible Officer of the signing Loan Party, each dated the
      Closing Date (or, in the case of certificates of governmental officials, a
      recent date before the Closing Date) and each in form and substance satisfactory
      to the Administrative Agent and each of the Lenders:




(i) 
      executed counterparts of this Agreement and the Guaranty, sufficient in number
      for distribution to the Administrative Agent, each Lender and the
      Borrower;




47


(ii) 
      a Note executed by the Borrower in favor of each Lender requesting a
      Note;




(iii) 
      [Intentionally Omitted];




(iv) 
      [Intentionally Omitted];




(v)  
      [Intentionally Omitted];




(vi)  
      such certificates of resolutions or other action, incumbency certificates and/or
      other certificates of Responsible Officers of each Loan Party as the
      Administrative Agent may require evidencing the identity, authority and capacity
      of each Responsible Officer thereof authorized to act as a Responsible Officer
      in connection with this Agreement and the other Loan Documents to which such
      Loan Party is a party or is to be a party;




(vii) 
      such documents and certifications as the Administrative Agent may reasonably
      require to evidence that each Loan Party is duly organized or formed and is
      validly existing, in good standing and qualified to engage in business in each
      jurisdiction where its ownership, lease or operation of properties or the
      conduct of its business requires such qualification, except to the extent that
      failure to do so could not reasonably be expected to have a Material Adverse
      Effect;




(viii) 
      a favorable opinion of Timothy Davis, Esq., General Counsel of Holdings,
      addressed to the Administrative Agent and each Lender, as to the matters set
      forth in Exhibit J-1 and such other matters concerning the Loan Parties
      and the Loan Documents as the Administrative Agent may reasonably
      request;




(ix) 
      a favorable opinion of Hughes Hubbard & Reed LLP, special New York counsel
      to the Loan Parties addressed to the Administrative Agent and each Lender,
      as to
      the matters set forth in Exhibit J-2 and such other matters concerning
      the Loan Parties and the Loan Documents as the Administrative Agent may
      reasonably request;




(x) 
      a certificate of a Responsible Officer of each Loan Party either
      (A) attaching copies of all consents, licenses and approvals required in
      connection with the execution, delivery and performance by such Loan Party
      and
      the validity against such Loan Party of the Loan Documents to which it is a
      party, and such consents, licenses and approvals shall be in full force and
      effect, or (B) stating that no such consents, licenses or approvals are so
      required;




(xi) 
      a certificate signed by a Responsible Officer of the Borrower certifying
      (A) that the conditions specified in Sections 4.02(a) and
(b) have been satisfied, (B) that, to the best of his
      knowledge, there has not occurred since February 3, 2007 any development,
      change, event or occurrence that, individually or in the aggregate, has had,
      or
      is reasonably likely to have, a Material Adverse Effect (as defined in the
      Purchase Agreement), (C) that, to the best of his




48


knowledge,
      there has not occurred any default or event of default in respect of the Target
      Assumed Indebtedness, which default or event of default could reasonably be
      expected to be materially adverse to any Loan Party or the Lenders and (D)
      that
      the Target Acquisition has been consummated or will be consummated
      contemporaneously on the Closing Date in accordance with the terms of the
      Purchase Agreement, without the waiver, amendment, supplement or other
      modification of any such terms not approved by the Administrative Agent and
      the
      Lead Arranger;




(xii) 
      a certificate attesting to the Solvency of Holdings and its Subsidiaries on
      a
      consolidated basis after giving effect to the Transaction, from the chief
      financial officer of Holdings;




(xiii) 
      [intentionally omitted];




(xiv) 
      evidence that all insurance required to be maintained pursuant to the Loan
      Documents has been obtained and is in effect;




(xv) 
      certified copies of each of the Related Documents, duly executed by the parties
      thereto and in form and substance satisfactory to the Lenders, together with
      all
      agreements, instruments and other documents delivered in connection therewith
      as
      the Administrative Agent shall request;




(xvi) 
      [intentionally omitted];




(xvii) 
       a duly completed Compliance Certificate signed by the chief financial
      officer or treasurer of the Borrower, certifying that the Consolidated Leverage
      Ratio, calculated on a Pro Forma Basis after giving effect to the Loans, the
      additional borrowings under the Existing Credit Agreement referred to in clause
      (e)(i) below and the Target Acquisition, as of June 30, 2007, shall not be
      more
      than 5.25:1.00; and




(xviii)  
      such other assurances, certificates, documents, consents or opinions as the
      Administrative Agent or any Lender reasonably may require.




(b)           Fees.  (i) All
      fees required to be paid to the Administrative Agent and the Lead Arranger
      on or
      before the Closing Date shall have been paid and (ii) all fees required to
      be paid to the Lenders on or before the Closing Date shall have been
      paid.




(c)           Counsel’s
      Fees.  The Borrower shall have paid all reasonable fees, charges
      and disbursements of counsel to the Administrative Agent (directly to such
      counsel if requested by the Administrative Agent) to the extent invoiced prior
      to the Closing Date, plus such additional amounts of such fees, charges and
      disbursements as shall constitute its reasonable estimate of such reasonable
      fees, charges and disbursements incurred or to be incurred by it through the
      closing proceedings (provided that such estimate shall not thereafter
      preclude a final settling of accounts between the Borrower and the
      Administrative Agent).




49


(d)           Borrower
      Information. All of the information made available to the Administrative
      Agent prior to August 8, 2007 shall be complete and correct in all material
      respects; and since August 8, 2007, no changes or developments shall have
      occurred, and no new or additional information shall have been received or
      discovered by the Administrative Agent or the Lenders regarding Holdings, the
      Borrower and their respective Subsidiaries or the Transaction that
      (A) either individually or in the aggregate could reasonably be expected to
      have a Material Adverse Effect or (B) purports to materially adversely
      affect the Facility or any other aspect of the Transaction.




(e)           Target
      Acquisition, Etc.  (i) The Borrower shall have received at least
      $35,000,000 in gross proceeds from borrowings under the Existing Credit
      Agreement contemporaneously on the Closing Date and (ii) the Target Acquisition
      shall have been consummated or shall be consummated contemporaneously on the
      Closing Date in accordance with the terms of the Purchase Agreement, without
      the
      waiver, amendment, supplement or other modification of any such terms not
      approved by the Administrative Agent and the Lead Arranger.




(f)           Corporate
      Rating.  The Borrower shall have used commercially reasonable
      efforts to obtain confirmation or modification of the ratings given to its
      corporate credit by Moody’s and S&P.




(g)           [Intentionally
      Omitted].




(h)           [Intentionally
      Omitted].




Without
      limiting the generality of the provisions of Section 9.04, for purposes
      of determining compliance with the conditions specified in this Section
      4.01, each Lender that has signed this Agreement shall be deemed to have
      consented to, approved or accepted or to be satisfied with, each document or
      other matter required thereunder to be consented to or approved by or acceptable
      or satisfactory to a Lender unless the Administrative Agent shall have received
      notice from such Lender prior to the proposed Closing Date specifying its
      objection thereto.




**4.02****Conditions
        to all Credit
        Extensions**.




The
      obligation of each Lender to honor any Request for Credit Extension (other
      than
      a Loan Notice requesting only a conversion of Loans of one Type to another
      Type,
      or a continuation of Eurodollar Rate Loans) is subject to the following
      conditions precedent:




(a)           Representations
      and Warranties. The representations and warranties of the Borrower and each
      other Loan Party contained in Article V or any other Loan Document, or
      which are contained in any document furnished at any time under or in connection
      herewith or therewith, shall be true and correct in all material respects on
      and
      as of the date of such Credit Extension, except to the extent that such
      representations and warranties specifically refer to an earlier date, in which
      case they shall be true and correct in all material respects as of such earlier
      date.




(b)           No
      Default. No Default shall exist, or would result from such proposed Credit
      Extension or from the application of the proceeds thereof.




50


(c)           Request
      for Credit Extension. The Administrative Agent shall have received a Request
      for Credit Extension in accordance with the requirements hereof.




Each
      Request for Credit Extension (other than a Loan Notice requesting only a
      conversion of Loans of one Type to another Type or a continuation of Eurodollar
      Rate Loans) submitted by the Borrower shall be deemed to be a representation
      and
      warranty that the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable
      Credit Extension.




**ARTICLE
      V**




**REPRESENTATIONS
      AND WARRANTIES**




Each
      of Holdings and the Borrower represents and warrants to the Administrative
      Agent
      and the Lenders that:




**5.01****Existence,
        Qualification and
        Power**.


Each
      Loan Party and each of its Subsidiaries (a) is duly organized or formed,
      validly existing and, as applicable, in good standing under the Laws of the
      jurisdiction of its incorporation or organization; provided, that on the
      Closing Date and for the twenty (20) days thereafter, those certain Loan Parties
      set forth on Schedule 5.01 shall be excluded from this clause (a), (b) has
      all requisite power and authority and all requisite governmental licenses,
      authorizations, consents and approvals to (i) own or lease its assets and
      carry on its business and (ii) execute, deliver and perform its obligations
      under the Loan Documents or Material Contracts to which it is a party and
      consummate the Transaction, and (c) is duly qualified and is licensed and,
      as applicable, in good standing under the Laws of each jurisdiction where its
      ownership, lease or operation of properties or the conduct of its business
      requires such qualification or license; except in each case referred to in
      clause (b)(i) or (c), to the extent that failure to do so could not
      reasonably be expected to have a Material Adverse Effect.




**5.02****Authorization;
        No
        Contravention**.




The
      execution, delivery and performance by each Loan Party of each Loan Document
      and
      Related Document to which such Person is or is to be a party have been duly
      authorized by all necessary corporate or other organizational action, and do
      not
      and will not (a) contravene the terms of any of such Person’s Organization
      Documents; (b) conflict with or result in any breach or contravention of,
      or result in the creation of any Lien under (i) any Existing Loan
      Documents, (ii) any other Contractual Obligation to which such Person is a
      party
      or binding upon such Person or the properties of such Person or any of its
      Subsidiaries or (iii) any order, injunction, writ or decree of any
      Governmental Authority or any arbitral award to which such Person or its
      property is subject; or (c) violate any Law, except in each case referred
      to in the foregoing clauses (b)(ii), (b)(iii) and (c), to the extent that
      such conflict, breach, contravention or violation could not reasonably be
      expected to have a Material Adverse Effect.




51




**5.03****Governmental
        Authorization;
        Other Consents**.




No
      approval, consent, exemption, authorization, or other action by, or notice
      to,
      or filing with, any Governmental Authority or any other Person is necessary
      or
      required in connection with (a) the execution, delivery or performance by,
      or enforcement against, any Loan Party of this Agreement or any other Loan
      Document or Material Contract, or for the consummation of the Transaction or
      (b) the exercise by the Administrative Agent or any Lender of its rights
      under the Loan Documents, except for such authorizations, approvals, actions,
      notices and filings that have been duly obtained, taken, given or made and
      are
      in full force and effect.  All applicable waiting periods in
      connection with the Transaction have expired without any action having been
      taken by any Governmental Authority restraining, preventing or imposing
      materially adverse conditions upon the Transaction or the rights of the Loan
      Parties or their Subsidiaries freely to transfer or otherwise dispose of, or
      to
      create any Lien on, any properties now owned or hereafter acquired by any of
      them.




**5.04****Binding
        Effect**.




This
      Agreement has been, and each other Loan Document, when delivered hereunder,
      will
      have been, duly executed and delivered by each Loan Party that is party
      thereto.  This Agreement constitutes, and each other Loan Document
      when so delivered will constitute, a legal, valid and binding obligation of
      each
      Loan Party that is party thereto, enforceable against such Loan Party that
      is
      party thereto in accordance with its terms, except as enforceability may be
      limited by applicable Debtor Relief Laws and by equitable principles regardless
      of whether considered in a proceeding in equity or at law.




**5.05Financial
      Statements; No Material Adverse Effect; No Internal Control
      Event**.




(a)           The
      Audited Financial Statements (i) were prepared in accordance with GAAP
      consistently applied throughout the period covered thereby, except as otherwise
      expressly noted therein; (ii) fairly present the financial condition of
      Holdings and its Subsidiaries as of the date thereof and their results of
      operations for the period covered thereby in accordance with GAAP consistently
      applied throughout the period covered thereby, except as otherwise expressly
      noted therein; and (iii) show all material indebtedness and other
      liabilities, direct or contingent, of Holdings and its Subsidiaries as of the
      date thereof, including liabilities for taxes, material commitments and
      Indebtedness.




(b)           The
      unaudited consolidated balance sheet of Holdings and its Subsidiaries as at
      June
      30, 2007, and the related consolidated statements of income or operations,
      and
      cash flows for the fiscal quarter ended on that date (i) were prepared in
      accordance with GAAP consistently applied throughout the period covered thereby,
      except as otherwise expressly noted therein, and (ii) fairly present the
      financial condition of Holdings and its Subsidiaries as of the date thereof
      and
      their results of operations for the period covered thereby, subject, in the
      case
      of clauses (i) and (ii), to the absence of footnotes and to normal year-end
      audit adjustments.




52


(c)           Since
      the date of the Audited Financial Statements, there has been no event or
      circumstance, either individually or in the aggregate, that has had or could
      reasonably be expected to have a Material Adverse Effect.




(d)           To
      the best knowledge of Holdings and the Borrower, no Internal Control Event
      exists or has occurred since the date of the Audited Financial Statements that
      has resulted in or could reasonably be expected to result in a misstatement
      in
      any material respect, in any financial information delivered or to be delivered
      to the Administrative Agent or the Lenders, of (i) covenant compliance
      calculations provided hereunder or (ii) the assets, liabilities, financial
      condition or results of operations of Holdings and its Subsidiaries on a
      consolidated basis.




(e)           The
      consolidated forecasted balance sheets, statements of income and cash flows
      of
      Holdings and its Subsidiaries delivered pursuant to Section 4.01
      were prepared in good faith on the basis of the assumptions stated therein,
      which assumptions were reasonable in light of the conditions existing at the
      time of delivery of such forecasts.




(f)           On
      the Closing Date, there has not occurred (i) since February 3, 2007, any
      development, change, event or occurrence that, individually or in the aggregate
      (after giving effect to any funds available or reasonably likely to be available
      to the Loan Parties under the Escrow Agreement (as defined in the Purchase
      Agreement)), has had, or is reasonably likely to have, a Material Adverse Effect
      (as defined in the Purchase Agreement) or (ii) any default or event of default
      in respect of the Target Assumed Indebtedness, which default or event of default
      could reasonably be expected to be materially adverse to any Loan Party or
      the
      Lenders.




**5.06****Litigation**.




There
      are no actions, suits, proceedings, investigations, claims or disputes pending
      or, to the knowledge of Holdings or the Borrower after due and diligent
      investigation, threatened or contemplated, at law, in equity, in arbitration
      or
      before any Governmental Authority, by or against the Borrower, Holdings or
      any
      of its other Subsidiaries or against any of their properties or revenues that
      (a) purport to affect or pertain to this Agreement, any other Loan
      Document, any Related Document or the consummation of the Transaction, or
      (b) except as specifically disclosed in Schedule 5.06 (the
“Disclosed Litigation”), either individually or in the aggregate, could
      reasonably be expected to have a Material Adverse Effect, and there has been
      no
      material adverse change in the status, or financial effect on any Loan Party
      or
      any Subsidiary thereof, of the matters described in Schedule
      5.06.




**5.07****No
        Default**.




Neither
      any Loan Party nor any Subsidiary thereof is in default under or with respect
      to, or a party to, any Contractual Obligation that could, either individually
      or
      in the aggregate, reasonably be expected to have a Material Adverse
      Effect.  No Default has occurred and is continuing or would result
      from the consummation of the transactions contemplated by this Agreement or
      any
      other Loan Document.




53
 
  **5.08****Ownership
          of Property; Liens;
          Investments**.




(a)           Each
      Loan Party and each of its Subsidiaries has good record and marketable title
      in
      fee simple to, or valid leasehold interests in, all real property necessary
      or
      used in the ordinary conduct of its business, except for such defects in title
      as could not, individually or in the aggregate, reasonably be expected to have
      a
      Material Adverse Effect.




(b)           Schedule 5.08(b)
      sets forth a complete and accurate list as of the Closing Date of all Liens
      on
      the property or assets of each Loan Party and each of its Subsidiaries, showing
      as of the Closing Date the lienholder thereof, the principal amount of the
      obligations secured thereby and the property or assets of such Loan Party or
      such Subsidiary subject thereto.  The property of each Loan Party and
      each of its Subsidiaries is subject to no Liens, other than Liens set forth
      on
Schedule 5.08(b), and as otherwise permitted by Section
      7.01.




(c)           Schedule 5.08(c)
      sets forth a complete and accurate list as of the Closing Date of all real
      property owned by each Loan Party and each of its Subsidiaries, showing as
      of
      the Closing Date the street address, county or other relevant jurisdiction,
      state, record owner and net book value thereof.  Each Loan Party and
      each of its Subsidiaries has good, marketable and insurable fee simple title
      to
      the real property owned by such Loan Party or such Subsidiary, free and clear
      of
      all Liens, other than Liens created or permitted by the Loan
      Documents.




(d)           Schedules 5.08(d)(i)
      and (ii) sets forth as of the Closing Date a complete and accurate
      list of all leases of real property under which any Loan Party or any Subsidiary
      of a Loan Party is the lessee or the lessor, respectively, showing as of the
      Closing Date the street address, county or other relevant jurisdiction, state,
      lessor, lessee and annual rental cost thereof.  Each such lease is the
      legal, valid and binding obligation of such Loan Party or Subsidiary party
      thereto, enforceable against such Loan Party or Subsidiary in accordance with
      its terms, except as enforceability may be limited by applicable Debtor Relief
      Laws and by equitable principles regardless of whether considered in a
      proceeding in equity or at law.




(e)           Schedule 5.08(e)
      sets forth a complete and accurate list of all Investments held by any Loan
      Party or any Subsidiary of a Loan Party on the Closing Date (other than
      Investments in Subsidiaries), showing as of the Closing Date the amount, obligor
      or issuer and maturity, if any, thereof.




**5.09****Environmental
        Compliance**.




(a)           The
      Loan Parties and their respective Subsidiaries conduct in the ordinary course
      of
      business a review of the effect of existing Environmental Laws and claims
      alleging potential liability or responsibility for violation of any
      Environmental Law on their respective businesses, operations and properties,
      and
      as a result thereof the Borrower has reasonably concluded that, except as
      specifically disclosed in




54




Schedule 5.09,
      such Environmental Laws and claims could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect.




(b)           Except
      as otherwise set forth in Schedule 5.09, (i) none of the
      material properties currently or, to the best knowledge of Holdings and the
      Borrower, formerly owned or operated by any Loan Party or any of its
      Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS
      or
      any analogous foreign, state or local list or is adjacent to any such property;
      (ii) there are no and never have been any underground or above-ground
      storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons
      in which Hazardous Materials are being or have been treated, stored or disposed
      on any property currently owned or operated by any Loan Party or to the best
      of
      the knowledge of the Loan Parties, on any property formerly owned or operated
      by
      any Loan Party or any of its Subsidiaries, in each case except in compliance
      with all applicable Environmental Laws; (iii) there is no asbestos or
      asbestos-containing material on any property currently owned or operated by
      any
      Loan Party or any of its Subsidiaries, in each case except in compliance with
      all applicable Environmental Laws, and (iv) Hazardous Materials have not
      been released, discharged or disposed of on any property currently or formerly
      owned or operated by any Loan Party or any of its Subsidiaries in violation
      of
      any Environmental Laws.




(c)           Except
      as otherwise set forth on Schedule 5.09, neither any Loan Party nor
      any of its Subsidiaries is undertaking, and has not completed, either
      individually or together with other potentially responsible parties, any
      investigation or assessment or remedial or response action relating to any
      actual or threatened release, discharge or disposal of Hazardous Materials
      at
      any site, location or operation, either voluntarily or pursuant to the order
      of
      any Governmental Authority or the requirements of any Environmental Law; and
      all
      Hazardous Materials generated, used, treated, handled or stored at, or
      transported to or from, any property currently or, to the knowledge of Holdings
      and the Borrower, formerly owned or operated by any Loan Party or any of its
      Subsidiaries have been disposed of in a manner not reasonably expected to result
      in material liability to any Loan Party or any of its Subsidiaries.




**5.10****Insurance**.




The
      properties of the Borrower, Holdings and its other Subsidiaries are insured
      with
      financially sound and reputable insurance companies having an A.M. Best
      Financial Strength Rating of at least A (other than the insurance with Arch
      Insurance Company****which shall have an A.M. Best Financial
      Strength Rating of at least A-) which are not Affiliates of the Borrower, in
      such amounts, with such deductibles and covering such risks as are customarily
      carried by companies engaged in similar businesses and owning similar properties
      in localities where the Borrower or the applicable Subsidiary
      operates.




**5.11****Taxes**.




The
      Borrower, Holdings and its other Subsidiaries have filed all Federal, state
      and
      other material tax returns and reports required to be filed, and have paid
      all
      Federal, state and other material taxes, assessments, fees and other
      governmental charges levied or imposed upon them




55


or
      their properties, income or assets otherwise due and payable, except those
      which
      are being contested in good faith by appropriate proceedings diligently
      conducted and for which adequate reserves have been established in accordance
      with GAAP.  To the best knowledge of Holdings and the Borrower, there
      is no proposed tax assessment against the Borrower, Holdings or any other
      Subsidiary that would, if made, have a Material Adverse
      Effect.  Neither any Loan Party nor any Subsidiary thereof is party to
      any tax sharing agreement.  The Borrower, Holdings and its other
      Subsidiaries had, as of December 31, 2006, net operating loss carry forwards
      for
      U.S. Federal income tax purposes equal in the aggregate to at least
      $189,200,000.




**5.12****ERISA
        Compliance**.




(a)           Compliance
      Generally. Each Plan is in compliance in all material respects with the
      applicable provisions of ERISA, the Code and other Federal or state
      Laws.  Each Plan that is intended to qualify under Section
      401(a) of the Code has received a favorable determination letter from the
      IRS (or is a prototype plan that is the subject of a favorable opinion letter
      from the IRS) or an application for such a letter is currently being processed
      by the IRS with respect thereto and, to the best knowledge of the Borrower,
      nothing has occurred which would prevent, or cause the loss of, such
      qualification.  The Borrower and each ERISA Affiliate have made all
      required contributions to each Pension Plan, and no application for a funding
      waiver or an extension of any amortization period pursuant to Section 412 of
      the
      Code has been made with respect to any Pension Plan.




(b)           Pending
      Claims. There are no pending or, to the best knowledge of the Borrower,
      threatened claims, actions or lawsuits, or action by any Governmental Authority,
      with respect to any Plan that could reasonably be expected to have a Material
      Adverse Effect.  There has been no prohibited transaction or violation
      of the fiduciary responsibility rules with respect to any Plan that has resulted
      or could reasonably be expected to result in a Material Adverse
      Effect.




(c)           No
      ERISA or Unfunded Pension Liability. (i) No ERISA Event has occurred or
      is reasonably expected to occur that could reasonably be expected to have a
      Material Adverse Effect; (ii) no Pension Plan has any Unfunded Pension
      Liability that could reasonably be expected to result in a liability in an
      amount in excess of $50,000,000; and (iii) neither the Borrower nor any
      ERISA Affiliate has incurred, or reasonably expects to incur, any liability
      (A) under Title IV of ERISA with respect to any Pension Plan (other than
      premiums due and not delinquent under Section 4007 of ERISA), (B) under
      Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan (and no
      event
      has occurred which, with the giving of notice under Section 4219 of ERISA,
      would
      result in such liability), or (C) as a result of a transaction that could
      be subject to Section 4069 or 4212(c) of ERISA, which liability described
      in the foregoing clauses (A) through (C), individually or in the aggregate,
      could reasonably be expected to exceed $50,000,000.




**5.13****Subsidiaries;
        Equity
        Interests; Loan Parties**.




As
      of the Closing Date,****no Loan Party has any Subsidiaries
      other than those specifically disclosed in Part (a) of Schedule
      5.13, and all of the outstanding Equity Interests in such




56


Subsidiaries
      have been validly issued, are fully paid and non-assessable and are owned
      directly or indirectly by a Loan Party in the amounts specified in Part
      (a) of Schedule 5.13 free and clear of all Liens except those
      created under the Existing Collateral Documents.  As of the Closing
      Date, no Loan Party has any equity investments in any other corporation or
      entity other than such Subsidiaries and those specifically disclosed in Part
      (b) of Schedule 5.13.  All of the outstanding Equity
      Interests in the Borrower have been validly issued, are fully paid and
      non-assessable and are owned by Holdings free and clear of all Liens except
      those created under the Existing Collateral Documents.  Set forth in
      Part (c) of Schedule 5.13 is a complete and accurate list of
      Holdings and all Loan Parties, showing as of the Closing Date, the jurisdiction
      of its incorporation, the address of its principal place of business and its
      U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party
      that does not have a U.S. taxpayer identification number, its unique
      identification number issued to it by the jurisdiction of its
      incorporation.  The copy of the charter of each Loan Party and each
      amendment thereto provided pursuant to Section 4.01(a) is a true and
      correct copy of each such document, each of which is valid and in full force
      and
      effect as of the Closing Date.




**5.14****Margin
        Regulations; Investment
        Company Act**.




(a)           Margin
      Stock. The Borrower is not engaged and will not engage, principally or as
      one of its important activities, in the business of purchasing or carrying
      margin stock (within the meaning of Regulation U issued by the FRB), or
      extending credit for the purpose of purchasing or carrying margin
      stock.




(b)           Investment
      Company Act. None of the Borrower, any Person Controlling the Borrower, or
      any Subsidiary is or is required to be registered as an “investment company”
under the Investment Company Act of 1940.




**5.15****Disclosure**.




The
      Borrower has disclosed to the Administrative Agent and the Lenders all
      agreements, instruments and corporate or other restrictions to which it or
      any
      of its Subsidiaries or any other Loan Party is subject, and all other matters
      known to it, that, individually or in the aggregate, could reasonably be
      expected to result in a Material Adverse Effect.  No report, financial
      statement, certificate or other information furnished (whether in writing or
      orally) by or on behalf of any Loan Party to the Administrative Agent or any
      Lender in connection with the transactions contemplated hereby and the
      negotiation of this Agreement or delivered hereunder or under any other Loan
      Document (in each case as modified or supplemented by other information so
      furnished), taken as a whole, contains any material misstatement of fact or
      omits to state any material fact necessary to make the statements therein,
      in
      the light of the circumstances under which they were made, not materially
      misleading; provided that, with respect to projected financial
      information, each of Holdings and the Borrower represents only that such
      information was prepared in good faith based upon assumptions believed to be
      reasonable at the time.




57


**5.16****Compliance
        with
        Laws**.




Each
      Loan Party and each Subsidiary thereof is in compliance in all material respects
      with the requirements of all Laws and all orders, writs, injunctions and decrees
      applicable to it or to its properties, except in such instances in which
      (a) such requirement of Law or order, writ, injunction or decree is being
      contested in good faith by appropriate proceedings diligently conducted or
      (b) the failure to comply therewith, either individually or in the
      aggregate, could not reasonably be expected to have a Material Adverse
      Effect.




**5.17****Intellectual
        Property;
        Licenses, Etc**.




Each
      Loan Party and each of its Subsidiaries own, or possess the right to use, all
      of
      the trademarks, service marks, trade names, copyrights, patents, patent rights,
      franchises, licenses and other intellectual property rights (collectively,
      “IP Rights”) that are reasonably necessary for the operation of their
      respective businesses, without conflict with the rights of any other Person,
      and
Schedule 5.17 sets forth a complete and accurate list of all such IP
      Rights owned or licensed by each Loan Party and each of its Subsidiaries as
      of
      the Closing Date.  To the best knowledge of the Borrower and Holdings,
      no slogan or other advertising device, product, process, method, substance,
      part
      or other material now employed, or now contemplated to be employed, by any
      Loan
      Party or any of its Subsidiaries infringes upon any rights held by any other
      Person.  Except as specifically disclosed in Schedule 5.17, no
      claim or litigation regarding any of the foregoing is pending or, to the best
      knowledge of the Borrower and Holdings, threatened, which, either individually
      or in the aggregate, could reasonably be expected to have a Material Adverse
      Effect.




**5.18****Solvency**.




Each
      Loan Party is, individually and together with its Subsidiaries on a consolidated
      basis, Solvent.




**5.19****Casualty,
        Etc.**


Neither
      the businesses nor the properties of any Loan Party or any of its Subsidiaries
      are affected by any fire, explosion, accident, strike, lockout or other labor
      dispute, drought, storm, hail, earthquake, embargo, act of God or of the public
      enemy or other casualty (whether or not covered by insurance) that, either
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect.




**5.20****Labor
        Matters**.
  Except
        as described on Schedule 5.20 hereto, there are no collective bargaining
        agreements or Multiemployer Plans covering the employees of the Borrower
        or any
        of its Subsidiaries as of the Closing Date and to the best knowledge of any
        Responsible Officer of the Borrower and Holdings, neither the Borrower nor
        any
        Subsidiary has suffered any strikes, walkouts, work stoppages or other material
        labor difficulty within the last five years.




58




**5.21****[Intentionally
        Omitted]**.


**ARTICLE
      VI**




**AFFIRMATIVE
      COVENANTS**




So
      long as any Lender shall have any Commitment hereunder, any Loan or other
      Obligation hereunder shall remain unpaid or unsatisfied, each of Holdings and
      the Borrower shall, and shall (except in the case of the covenants set forth
      in
Sections 6.01, 6.02, 6.03 and 6.11) cause each
      Subsidiary to:




**6.01****Financial
        Statements**.




Deliver
      to the Administrative Agent and each Lender, in form and detail reasonably
      satisfactory to the Administrative Agent and the Required Lenders (provided
      that
      the Required Lenders shall be deemed to find the following items satisfactory
      unless the Administrative Agent shall have received notice from the Required
      Lenders specifying their objections thereto within five Business Days of the
      Lenders’ receipt of such items):




(a)           Annual
      Financials. As soon as available, but in any event within 110 days after the
      end of each fiscal year of Holdings, a consolidated balance sheet of Holdings
      and its Subsidiaries as at the end of such fiscal year, and the related
      consolidated statements of income or operations, shareholders’ equity and cash
      flows for such fiscal year, setting forth in each case in comparative form
      the
      figures for the previous fiscal year, all in reasonable detail and prepared
      in
      accordance with GAAP, audited and accompanied by (i) a report and opinion
      of a Registered Public Accounting Firm of nationally recognized standing
      reasonably acceptable to the Required Lenders, which report and opinion shall
      be
      prepared in accordance with generally accepted auditing standards and applicable
      Securities Laws and shall not be subject to any “going concern” or like
      qualification or exception or any qualification or exception as to the scope
      of
      such audit or with respect to the absence of any material misstatement and
      (ii) an opinion of such Registered Public Accounting Firm independently
      assessing Holdings’ internal controls over financial reporting in accordance
      with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2, and Section
      404 of Sarbanes-Oxley expressing a conclusion that contains no statement that
      there is a material weakness in such internal controls, except for such material
      weaknesses as to which the Required Lenders do not object;




(b)           Quarterly
      Financials. As soon as available, but in any event within 45 days after the
      end of each of the first three fiscal quarters of each fiscal year of Holdings,
      a consolidated balance sheet of Holdings and its Subsidiaries as at the end
      of
      such fiscal quarter, and the related consolidated statements of income or
      operations and cash flows for such fiscal quarter and for the portion of
      Holdings’ fiscal year then ended, setting forth in each case in comparative form
      the figures for the corresponding fiscal quarter of the previous fiscal year
      and
      the corresponding portion of the previous fiscal year, all in reasonable detail,
      such consolidated statements to be certified by the chief executive officer,
      chief financial officer, treasurer or controller of Holdings as fairly
      presenting the




59


financial
      condition, results of operations and cash flows of Holdings and its Subsidiaries
      in accordance with GAAP, subject only to normal year-end audit adjustments
      and
      the absence of footnotes; and




As
      to any information contained in materials furnished pursuant to Section
      6.02(d), neither Holdings nor the Borrower shall be separately required to
      furnish such information under Section 6.01(a) or
(b) above, but the foregoing shall not be in derogation of the
      obligation of Holdings and the Borrower to furnish the information and materials
      described in Sections 6.01(a) and (b) above at the times
      specified therein.




**6.02****Certificates;
        Other
        Information**.


Deliver
      to the Administrative Agent and each Lender, in form and detail reasonably
      satisfactory to the Administrative Agent and the Required Lenders (provided
      that
      the Required Lenders shall be deemed to find the following items satisfactory
      unless the Administrative Agent shall have received notice from the Required
      Lenders specifying their objections thereto within five Business Days of the
      Lenders’ receipt of such items):




(a)           [Intentionally
      Omitted];




(b)           Compliance
      Certificate. Concurrently with the delivery of the financial statements
      referred to in Sections 6.01(a) and (b), a duly completed
      Compliance Certificate signed by the chief executive officer, chief financial
      officer, treasurer or controller of the Borrower, and in the event of any change
      in generally accepted accounting principles used in the preparation of such
      financial statements, the Borrower shall also provide, if necessary for the
      determination of compliance with Section 7.11, a statement of
      reconciliation conforming such financial statements to GAAP;




(c)           [Intentionally
      Omitted];




(d)           SEC
      Filings.  Promptly after the same are available, copies of each
      annual report, proxy or financial statement or other report or communication
      sent to the stockholders of the Borrower, and copies of all annual, regular,
      periodic and special reports and registration statements which the Borrower
      may
      file or be required to file with the SEC under Section 13 or 15(d) of
      the Securities Exchange Act of 1934, or with any national securities exchange,
      and in any case not otherwise required to be delivered to the Administrative
      Agent pursuant hereto;




(e)           Other
      Reports. Promptly after the furnishing thereof, copies of any statement or
      report furnished to any holder of Existing Loans or debt securities of any
      Loan
      Party or of any of its Subsidiaries pursuant to the terms of the Existing Credit
      Agreement or any indenture, loan or credit or similar agreement and not
      otherwise required to be furnished to the Lenders pursuant to
Section 6.01 or any other clause of this
Section 6.02;




(f)           Insurance
      Coverage. As soon as available, but in any event within 30 days after the
      end of each fiscal year of the Borrower, a report summarizing the insurance
      coverage (specifying type, amount and carrier) in effect for each Loan Party
      and
      its






60


Subsidiaries
      and containing such additional information as the Administrative Agent, or
      any
      Lender through the Administrative Agent, may reasonably specify;




(g)           Investigations.
      Promptly, and in any event within ten Business Days after receipt thereof by
      any
      Loan Party or any Subsidiary thereof, copies of each notice or other
      correspondence received from the SEC (or comparable agency in any applicable
      non-U.S. jurisdiction) concerning any investigation or possible investigation
      or
      other inquiry by such agency regarding financial or other operational results
      of
      any Loan Party or any Subsidiary thereof;




(h)           Related
      Document Notices. Not later than five Business Days after receipt thereof by
      any Loan Party or any Subsidiary thereof, copies of all notices, requests and
      other documents (including amendments, waivers and other modifications) so
      received under or pursuant to any Related Document regarding or related to
      any
      breach or default by any party thereto or any other event that could materially
      impair the value of the interests or the rights of any Loan Party or otherwise
      have a Material Adverse Effect and, from time to time upon request by the
      Administrative Agent, such information and reports regarding the Related
      Documents as the Administrative Agent may reasonably request;




(i)           Environmental
      Notices. Promptly after the assertion or occurrence thereof, notice of any
      action or proceeding against any Loan Party or any of its Subsidiaries, arising
      under, or of any noncompliance by any Loan Party or any of its Subsidiaries
      with
      any Environmental Law or Environmental Permit that could reasonably be expected
      to have a Material Adverse Effect;




(j)           Schedule
      Supplements. As soon as available, but in any event within 45 days after the
      end of each fiscal year of the Borrower, (i) a report supplementing
Schedules 5.08(c), 5.08(d)(i) and 5.08(d)(ii),
      including an identification of all owned and leased real property disposed
      of by
      any Loan Party or any Subsidiary thereof during such fiscal year, a list and
      description (including the street address, county or other relevant
      jurisdiction, state, record owner, book value thereof and, in the case of leases
      of property, lessor, lessee, expiration date and annual rental cost thereof)
      of
      all real property acquired or leased during such fiscal year and a description
      of such other changes in the information included in such schedules as may
      be
      necessary for such schedules to be accurate and complete; (ii) a report
      supplementing Schedule 5.17, setting forth (A) a list of
      registration numbers for all patents, trademarks, service marks, trade names
      and
      copyrights awarded to any Loan Party or any Subsidiary thereof during such
      fiscal year and (B) a list of all patent applications, trademark
      applications, service mark applications, trade name applications and copyright
      applications submitted by any Loan Party or any Subsidiary thereof during such
      fiscal year and the status of each such application; and (iii) a report
      supplementing Schedules 5.08(e) and 5.13 containing a
      description of all changes in the information included in such schedules as
      may
      be necessary for such schedules to be accurate and complete, each such report
      to
      be signed by a Responsible Officer of the Borrower and to be in a form
      reasonably satisfactory to the Administrative Agent;




61


(k)           Additional
      Information. Promptly, such additional information regarding the business,
      financial, legal or corporate affairs of any Loan Party or any Subsidiary
      thereof, or compliance with the terms of the Loan Documents, as the
      Administrative Agent or any Lender may from time to time reasonably
      request.




Documents
      required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(d) (to the extent any such
      documents are included in materials otherwise filed with the SEC) may be
      delivered electronically and if so delivered, shall be deemed to have been
      delivered on the date (i) on which the Borrower posts such documents, or
      provides a link thereto on the Borrower’s website on the Internet at the website
      address listed on Schedule 11.02; or (ii) on which such documents
      are posted on the Borrower’s behalf on an Internet or intranet website, if any,
      to which each Lender and the Administrative Agent have access (whether a
      commercial, third-party website or whether sponsored by the Administrative
      Agent); provided that:  (i) the Borrower shall deliver
      paper copies of such documents to the Administrative Agent or any Lender that
      requests the Borrower to deliver such paper copies until a written request
      to
      cease delivering paper copies is given by the Administrative Agent or such
      Lender and (ii) the Borrower shall notify the Administrative Agent and each
      Lender (by telecopier or electronic mail) of the posting of any such documents
      and provide to the Administrative Agent by electronic mail electronic versions
      (i.e., soft copies) of such documents.  Notwithstanding
      anything contained herein, in every instance the Borrower shall be required
      to
      provide paper copies of the Compliance Certificates required by Section
      6.02(b) to the Administrative Agent.  Except for such
      Compliance Certificates, the Administrative Agent shall have no obligation
      to
      request the delivery or to maintain copies of the documents referred to above,
      and in any event shall have no responsibility to monitor compliance by the
      Borrower with any such request for delivery, and each Lender shall be solely
      responsible for requesting delivery to it or maintaining its copies of such
      documents.




The
      Borrower hereby acknowledges that (a) the Administrative Agent and/or the
      Lead Arranger will make available to the Lenders materials and/or information
      provided by or on behalf of the Borrower hereunder (collectively, “Borrower
      Materials”) by posting the Borrower Materials on IntraLinks or another
      similar electronic system (the “Platform”) and (b) certain of the
      Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to
      receive material non-public information with respect to the Borrower or its
      securities) (each, a “Public Lender”).  The Borrower hereby
      agrees that it will use commercially reasonable efforts to identify that portion
      of the Borrower Materials that may be distributed to the Public Lenders and
      that
      (w) all such Borrower Materials shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear
      prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
      Agent, the Lead Arranger and the Lenders to treat such Borrower Materials as
      not
      containing any material non-public information (although it may be sensitive
      and
      proprietary) with respect to the Borrower or its securities for purposes of
      United States Federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute
      Information, they shall be treated as set forth in Section 11.07);
      (y) all Borrower Materials marked “PUBLIC” are permitted to be made available
      through a portion of the Platform designated “Public Investor;” and (z) the
      Administrative Agent and the Lead Arranger shall be entitled to treat any
      Borrower Materials that are not marked “PUBLIC” as being suitable only for
      posting on a portion of the Platform not designated “Public
      Investor.”  Notwithstanding




62


the
      foregoing, the Borrower shall be under no obligation to mark any Borrower
      Materials “PUBLIC”.




**6.03****Notices**.




Promptly
      notify the Administrative Agent and each Lender:




(a)           of
      the occurrence of any Default;




(b)           of
      any matter that has resulted or could reasonably be expected to result in a
      Material Adverse Effect, including (i) breach or non-performance of, or any
      default under, a Contractual Obligation of any Loan Party or any Subsidiary
      thereof; (ii) any dispute, litigation, investigation, proceeding or
      suspension between any Loan Party or any Subsidiary thereof and any Governmental
      Authority; or (iii) the commencement of, or any material development in,
      any litigation or proceeding affecting any Loan Party or any Subsidiary thereof,
      including pursuant to any applicable Environmental Laws, but only if any of
      the
      matters described in the foregoing clauses (i) through (iii) has
      resulted or reasonably could be expected to result in a Material Adverse
      Effect;




(c)           after
      a Responsible Officer of the Borrower or Holdings knows or has reason to know
      of
      the occurrence of any ERISA Event that could reasonably be expected to result
      in
      liability of one or more Loan Parties in excess of $1,000,000;




(d)           of
      any material change in accounting policies or financial reporting practices
      by
      any Loan Party or any Subsidiary thereof;




(e)           of
      the determination by the Registered Public Accounting Firm providing the opinion
      required under Section 6.01(a)(ii) (in connection with its preparation of
      such  opinion) or the Borrower’s determination at any time of the
      occurrence or existence of any Internal Control Event; and




(f)           of
      the (i) occurrence of any Disposition of property or assets for which the
      Borrower is required to make a mandatory prepayment pursuant to
Section 2.05(b)(iii), and (ii) incurrence or issuance of any
      Indebtedness for which the Borrower is required to make a mandatory prepayment
      pursuant to Section 2.05(b)(v).




(g)           [Intentionally
      Omitted].




Each
      notice pursuant to Section 6.03 (other than Section 6.03(f)) shall
      be accompanied by a statement of a Responsible Officer of the Borrower setting
      forth details of the occurrence referred to therein and stating what action
      the
      Borrower has taken and proposes to take with respect thereto.  Each
      notice pursuant to Section 6.03(a) shall describe with particularity
      any and all provisions of this Agreement and any other Loan Document that have
      been breached.




**6.04****Payment
        of
        Obligations**.




Pay
      and discharge as the same shall become due and payable, all its obligations
      and
      liabilities, including (a) all tax liabilities, assessments and
      governmental charges or levies upon it




63


or
      its properties or assets, unless the same are being contested in good faith
      by
      appropriate proceedings diligently conducted and adequate reserves in accordance
      with GAAP are being maintained by Holdings, the Borrower or such Subsidiary;
      (b) all lawful claims which, if unpaid, would by law become a Lien upon its
      property, unless the same are being contested in good faith by appropriate
      proceedings diligently conducted,  adequate reserves in accordance
      with GAAP are being maintained by Holdings, the Borrower or such Subsidiary
      and
      such contest could not reasonably be expected to have a Material Adverse Effect;
      and (c) all Indebtedness, as and when due and payable, but subject to any
      subordination provisions contained in any instrument or agreement evidencing
      such Indebtedness.




**6.05Preservation
      of Existence,
      Etc**.




(a)           Preserve,
      renew and maintain in full force and effect its legal existence and good
      standing under the Laws of the jurisdiction of its organization except in a
      transaction permitted by Section 7.04 or 7.05;




(b)           take
      all reasonable action to maintain all rights, privileges, permits, licenses
      and
      franchises necessary or desirable in the normal conduct of its business, except
      to the extent that failure to do so could not reasonably be expected to have
      a
      Material Adverse Effect; and




(c)           preserve
      or renew all of its registered patents, trademarks, trade names and service
      marks, the non-preservation of which could reasonably be expected to have a
      Material Adverse Effect.




**6.06****Maintenance
        of
        Properties**.




(a)           Maintain,
      preserve and protect all of its material properties and equipment necessary
      in
      the operation of its business in good working order and condition, ordinary
      wear
      and tear excepted;




(b)           make
      all necessary repairs thereto and renewals and replacements thereof except
      where
      the failure to do so could not reasonably be expected to have a Material Adverse
      Effect; and




(c)           use
      the standard of care typical in the industry in the operation and maintenance
      of
      its facilities.




**6.07****Maintenance
        of
        Insurance**.




Maintain
      with financially sound and reputable insurance companies having an A.M. Best
      Financial Strength Rating of at least A (other than the insurance with Arch
      Insurance Company****which shall have an A.M. Best Financial
      Strength Rating of at least A-) which are not Affiliates of the Borrower,
      insurance with respect to its properties and business against interruption,
      loss
      or damage of the kinds customarily insured against by Persons engaged in the
      same or similar business, of such types and in such amounts as are customarily
      carried under similar circumstances by such other Persons and providing for
      not
      less than 30 days’ prior notice to the Administrative Agent of termination,
      lapse or cancellation of such insurance.




64






**6.08****Compliance
        with
        Laws**.




Comply
      in all material respects with the requirements of all Laws and all orders,
      writs, injunctions and decrees applicable to it or to its business or property,
      except in such instances in which (a) such requirement of Law or order,
      writ, injunction or decree is being contested in good faith by appropriate
      proceedings diligently conducted or (b) the failure to comply therewith
      could not reasonably be expected to have a Material Adverse Effect.




**6.09****Books
        and
        Records**.




Maintain
      proper books of record and account, in which full, true and correct entries
      in
      conformity with GAAP consistently applied shall be made of all financial
      transactions and matters involving the assets and business of the Borrower
      or
      such Subsidiary, as the case may be.




**6.10****Inspection
        Rights**.




Permit
      representatives and independent contractors of the Administrative Agent and
      each
      Lender to visit and inspect any of its properties, to examine its corporate,
      financial and operating records, and make copies thereof or abstracts therefrom,
      and to discuss its affairs, finances and accounts with its directors, officers,
      and independent public accountants, all at the expense of the Borrower and
      at
      such reasonable times during normal business hours and as often as may be
      reasonably desired, upon reasonable advance notice to the Borrower;
provided, however, that so long as no Event of Default has
      occurred and is continuing, the Administrative Agent and Lenders shall conduct
      no more than one such inspection per fiscal year at Borrower’s expense;
provided, further, that when an Event of Default exists the
      Administrative Agent or any Lender (or any of their respective representatives
      or independent contractors) may do any of the foregoing at the expense of the
      Borrower at any time and from time to time during normal business hours and
      without advance notice.




**6.11****Use
        of
        Proceeds**.




Use
      the proceeds of the Credit Extensions to consummate the
      Transaction.




**6.12****Covenant
        to Guarantee
        Obligations and Give Security**.




(a)          Upon
      the formation or acquisition of any new direct or indirect Subsidiary (other
      than Graphic Arts Center de Mexico and any Subsidiary that is held directly
      or
      indirectly by a CFC) by any Loan Party, then the Borrower shall, at the
      Borrower’s expense:




(i) 
      within 30 days after such formation or acquisition, cause such Subsidiary,
      and cause each direct and indirect parent of such Subsidiary (if it has not
      already done so), to duly execute and deliver to the Administrative Agent a
      Joinder Agreement, pursuant to which such other Loan Party shall guaranty the
      other Loan Parties’ obligations under the Loan Documents,




65


(ii) 
      within 15 days after such formation or acquisition, furnish to the
      Administrative Agent a description of the real and personal properties of such
      Subsidiary, in detail satisfactory to the Administrative Agent,




(iii)  
      [intentionally omitted],




(iv) 
      [intentionally omitted],




(v) 
      within 60 days after such formation or acquisition, deliver to the
      Administrative Agent, upon the request of the Administrative Agent in its sole
      discretion, a signed copy of a favorable opinion, addressed to the
      Administrative Agent and the other Guarantied Parties, of counsel for the Loan
      Parties reasonably acceptable to the Administrative Agent (certain of which
      opinions, in the Administrative Agent’s discretion, may be given by in-house
      counsel) as to the matters contained in clause (i) above, and as to
      such other matters as the Administrative Agent may reasonably request,
      and




(vi) 
      as promptly as practicable after such formation or acquisition, deliver, upon
      the request of the Administrative Agent in its sole discretion, to the
      Administrative Agent with respect to each parcel of real property owned or
      held
      by the entity that is the subject of such formation or acquisition title
      reports, surveys and engineering, soils and other reports, and environmental
      assessment reports, each in scope, form and substance reasonably satisfactory
      to
      the Administrative Agent, provided, however*,* that to the
      extent that any Loan Party or any of its Subsidiaries shall have otherwise
      received any of the foregoing items with respect to such real property, such
      items shall, promptly after the receipt thereof, be delivered to the
      Administrative Agent.




(b)           [Intentionally
      Omitted].




(c)           [Intentionally
      Omitted].




(d)           At
      any time upon request of the Administrative Agent, promptly execute and deliver
      any and all further instruments and documents and take all such other action
      as
      the Administrative Agent may deem necessary or desirable in obtaining the full
      benefits of such guaranties.




**6.13****Compliance
        with Environmental
        Laws**.




Comply,
      and use commercially reasonable efforts to cause all lessees and other Persons
      operating or occupying its properties to comply, in all material respects,
      with
      all applicable Environmental Laws and Environmental Permits; obtain and renew
      all Environmental Permits necessary for its operations and properties; and
      conduct any investigation, study, sampling and testing, and undertake any
      cleanup, removal, remedial or other action necessary to remove and clean up
      all
      Hazardous Materials from any of its properties, in accordance with the
      requirements of all Environmental Laws; provided, however, that
      neither Holdings nor any of its Subsidiaries shall be required to undertake
      any
      such cleanup, removal, remedial or other action to the extent that its
      obligation to do so is being contested in good faith and by proper proceedings
      and




66


appropriate
      reserves are being maintained with respect to such circumstances in accordance
      with GAAP.




**6.14****Preparation
        of Environmental
        Reports**.




At
      the request of the Required Lenders from time to time upon the occurrence of
      any
      release of Hazardous Materials or other event governed by Environmental Law
      that
      could reasonably be expected to materially impair the interests of the
      Guarantied Parties in any material property of the Loan Parties, provide to
      the
      Lenders within 90 days after such request, at the expense of the Borrower,
      an environmental site assessment report for any of such properties, prepared
      by
      an environmental consulting firm reasonably acceptable to the Administrative
      Agent, indicating the presence or absence of Hazardous Materials and the
      estimated cost of any compliance, removal or remedial action in connection
      with
      any Hazardous Materials on such properties; without limiting the generality
      of
      the foregoing, if the Administrative Agent determines at any time that a
      material risk exists that any such report will not be provided within the time
      referred to above, the Administrative Agent may retain an environmental
      consulting firm to prepare such report at the expense of the Borrower, and
      the
      Borrower hereby grants and agrees to cause any Subsidiary that owns any property
      described in such request to grant at the time of such request to the
      Administrative Agent, the Lenders, such firm and any agents or representatives
      thereof an irrevocable non-exclusive license, subject to the rights of tenants,
      to enter onto their respective properties to undertake such an
      assessment.




**6.15****Further
        Assurances**.




Promptly
      upon request by the Administrative Agent, or any Lender through the
      Administrative Agent, (a) correct any material defect or error that may be
      discovered in any Loan Document or in the execution, acknowledgment, filing
      or
      recordation thereof, and (b) do, execute, acknowledge, deliver, record,
      re-record, file, re-file, register and re-register any and all such further
      acts, deeds, certificates, assurances and other instruments as the
      Administrative Agent, or any Lender through the Administrative Agent, may
      reasonably require from time to time in order to carry out more effectively
      the
      purposes of the Loan Documents.




**6.16****Compliance
          with Terms of
          Leaseholds**.
  Make
        all payments and otherwise perform all obligations in respect of all leases
        of
        real property to which the Borrower or any of its Subsidiaries is a party,
        keep
        such leases in full force and effect and not allow such leases to lapse or
        be
        terminated or any rights to renew such leases to be forfeited or cancelled,
        notify the Administrative Agent of any default by any party with respect
        to such
        leases and cooperate with the Administrative Agent in all respects to cure
        any
        such default, and cause each of its Subsidiaries to do so, except, in any
        case,
        where the failure to do so, either individually or in the aggregate, could
        not
        be reasonably likely to have a Material Adverse Effect.


67




**6.17****[Intentionally
        Omitted]**.
  **6.18****Material
          Contracts**.




Perform
      and observe all the terms and provisions of each Material Contract to be
      performed or observed by it, maintain each such Material Contract in full force
      and effect, enforce each such Material Contract in accordance with its terms,
      take all such action to such end as may be from time to time requested by the
      Administrative Agent and, upon request of the Administrative Agent, make to
      each
      other party to each such Material Contract such demands and requests for
      information and reports or for action as any Loan Party or any of its
      Subsidiaries is entitled to make under such Material Contract, and cause each
      of
      its Subsidiaries to do so, except, in any case, where the failure to do so,
      either individually or in the aggregate, could not reasonably be expected to
      have a Material Adverse Effect.




**6.19****[Intentionally
        Omitted]**.
  **6.20****[Intentionally
          Omitted]**.




**ARTICLE
      VII**




**NEGATIVE
      COVENANTS**




So
      long as any Lender shall have any Commitment hereunder, any Loan or other
      Obligation hereunder shall remain unpaid or unsatisfied, Holdings and the
      Borrower shall not, nor shall it permit any Subsidiary to, directly or
      indirectly:




**7.01****Liens**.




Create,
      incur, assume or suffer to exist any Lien upon any of its property, assets
      or
      revenues, whether now owned or hereafter acquired, or sign or file or suffer
      to
      exist under the Uniform Commercial Code of any jurisdiction a financing
      statement that names the Borrower, Holdings or any of its other Subsidiaries
      as
      debtor, or assign any accounts or other right to receive income, other than
      the
      following (including any financing statements filed in connection with any
      of
      the following):




(a)           Liens
      pursuant to any Existing Loan Document;




(b)           Liens
      existing on the Existing Effective Date and listed on Schedule
      5.08(b) and any renewals or extensions thereof, provided that
      (i) the property covered thereby is not changed, (ii) the amount
      secured or benefited thereby is not increased except as contemplated by
Section 7.02(d) or Section 7.15(d), as applicable,
      (iii) the direct or any contingent obligor with respect thereto is not
      changed, and (iv) any renewal or extension of the obligations secured or
      benefited thereby is permitted by Section 7.02(d) or
Section 7.15(d);




(c)           Liens
      for taxes not yet due or which are being contested in good faith and by
      appropriate proceedings diligently conducted, if adequate reserves with respect
      thereto are maintained on the books of the applicable Person in accordance
      with
      GAAP;




68


(d)           carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
      arising in the ordinary course of business which are not overdue for a period
      of
      more than 30 days or which are being contested in good faith and by appropriate
      proceedings diligently conducted, if adequate reserves with respect thereto
      are
      maintained on the books of the applicable Person in accordance with
      GAAP;




(e)           pledges
      or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
      other than any Lien imposed by ERISA;




(f)           deposits
      to secure the performance of bids, trade contracts and leases (other than
      Indebtedness), statutory obligations, surety and appeal bonds, performance
      bonds
      and other obligations of a like nature incurred in the ordinary course of
      business;




(g)           easements,
      rights-of-way, restrictions and other similar encumbrances affecting real
      property which, in the aggregate, are not substantial in amount, and which
      do
      not in any case materially detract from the value of the property subject
      thereto or materially interfere with the ordinary conduct of the business of
      the
      applicable Person;




(h)           Liens
      securing judgments for the payment of money not constituting an Event of Default
      under Section 8.01(h);




(i)           
      Liens securing Indebtedness permitted under Section 7.02(f);
provided that (i) such Liens do not at any time encumber any
      property other than the property financed by such Indebtedness and (ii) the
      Indebtedness secured thereby does not exceed the cost or fair market value,
      whichever is lower, of the property being acquired on the date of
      acquisition;




(j)           
      Liens on property of a Person existing at the time such Person is merged into
      or
      consolidated with the Borrower or any Subsidiary of the Borrower or becomes
      a
      Subsidiary of the Borrower; provided that such Liens were not created in
      contemplation of such merger, consolidation or Investment and do not extend
      to
      any assets other than those of the Person merged into or consolidated with
      the
      Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary,
      and
      the applicable Indebtedness secured by such Lien is permitted under Section
      7.02(g);




(k)           other
      Liens securing Indebtedness outstanding in an aggregate principal amount not
      to
      exceed $25,000,000, provided that no such Lien shall extend to or cover
      Existing Collateral with a book or fair market value (whichever is higher)
      of
      over $75,000,000 in the aggregate; and




(l)           
      the replacement, extension or renewal of any Lien permitted by
      clauses (i) through (k) above upon or in the same property
      theretofore subject thereto or the replacement, extension or renewal (without
      increase in the amount or change in any direct or contingent obligor) of the
      Indebtedness secured thereby.




69




**7.02****Indebtedness**.




Create,
      incur, assume or suffer to exist any Indebtedness, except:




(a)           obligations
      (contingent or otherwise) of the Borrower existing or arising under any Swap
      Contract; provided that (A) such obligations are (or were) entered
      into by such Person in the ordinary course of business for the purpose of
      directly mitigating risks associated with liabilities, commitments, investments,
      assets, or property held or reasonably anticipated by such Person, or changes
      in
      the value of securities issued by such Person, and not for purposes of
      speculation or taking a “market view,” and (B) such Swap Contract does not
      contain any provision exonerating the non-defaulting party from its obligation
      to make payments on outstanding transactions to the defaulting
      party;




(b)           unsecured
      Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a
      wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) be on
      terms (including subordination terms) acceptable to the Administrative Agent
      and
      (ii) be otherwise permitted under the provisions of
Section 7.03;




(c)           Indebtedness
      under the Loan Documents and the Existing Loan Documents;




(d)           Indebtedness
      (excluding Indebtedness evidenced by the Subordinated Notes) outstanding on
      the
      Existing Effective Date and listed on Schedule 7.02 and any
      refinancings, refundings, renewals or extensions of such Indebtedness or of
      Indebtedness permitted under Section 7.02(g); provided that
      (i) no Default shall have occurred and be continuing or would result from
      any such refinancing, refunding, renewal or extension on a Pro Forma Basis,
      (ii) the amount of such Indebtedness is not increased at the time of such
      refinancing, refunding, renewal or extension except by an amount equal to a
      reasonable premium or other reasonable amount paid, and fees and expenses
      reasonably incurred, in connection with such refinancing and by an amount equal
      to any existing commitments unutilized thereunder and any accrued and unpaid
      interest thereon, (iii) the direct or any contingent obligor with respect
      thereto is not changed as a result of or in connection with such refinancing,
      refunding, renewal or extension, and (iv) the terms relating to principal
      amount, amortization, maturity, collateral (if any) and subordination (if any),
      and other material terms taken as a whole, of any such refinancing, refunding,
      renewing or extending Indebtedness, and of any agreement entered into and of
      any
      instrument issued in connection therewith, are no less favorable in any material
      respect to the Loan Parties or the Lenders than the terms of any agreement
      or
      instrument governing the Indebtedness being refinanced, refunded, renewed or
      extended and the interest rate applicable to any such refinancing, refunding,
      renewing or extending Indebtedness does not exceed the then applicable market
      interest rate;




(e)           Guarantees
      of Holdings, the Borrower, or any Subsidiary in respect of Indebtedness
      otherwise permitted hereunder of the Borrower or any of its
      Subsidiaries;




(f)           Indebtedness
      in respect of Capitalized Leases, Synthetic Lease Obligations, Synthetic Debt
      and purchase money obligations for fixed or capital assets




70


within
      the limitations set forth in Section 7.01(i); provided,
however, that the aggregate amount of all such Indebtedness
      at any one
      time outstanding shall not exceed $25,000,000;




(g)           Indebtedness
      of any Person that becomes a Subsidiary of the Borrower after June 21, 2006
      in
      accordance with the terms of Section 7.03(h), which Indebtedness is
      existing at the time such Person becomes a Subsidiary of the Borrower (other
      than Indebtedness incurred in contemplation of such Person’s becoming a
      Subsidiary of the Borrower);




(h)           (i) Indebtedness
      of any Subsidiary that is not a Loan Party owing to any other Subsidiary that
      is
      not a Loan Party and (ii) other Indebtedness of Subsidiaries which are not
      Loan Parties in an aggregate principal amount not to exceed $5,000,000 at any
      time outstanding;




(i)           
      other Indebtedness in any aggregate amount of up to $25,000,000 which may be
      secured by Liens permitted under Section 7.01(k);




(j)           
      other unsecured Indebtedness provided that (A) no Default exists
      immediately prior to, or would result from, on a Pro Forma Basis, the incurrence
      of such Indebtedness, (B) no portion of such Indebtedness is scheduled to
      be paid (either at maturity or as amortization) prior to the Maturity Date
      of
      any Loan hereunder, (C) such Indebtedness is not Indebtedness of Holdings
      to the Borrower or any of its Subsidiaries and (D) the material terms and
      conditions of such Indebtedness are not more restrictive than the terms and
      conditions of this Agreement;




(k)           Indebtedness
      evidenced by the Subordinated Notes and Indebtedness permitted under Section
      7.15(d); and




(l)           Indebtedness
      issued as consideration for all or any portion of the purchase price of any
      Acquisition permitted under Section 7.03(h), provided that (A) no
      Default exists immediately prior to, or would result from, on a Pro Forma Basis,
      the incurrence of such Indebtedness, (B) such Indebtedness is not
      Indebtedness of a Loan Party to any other Loan Party and (C) the aggregate
      amount of such Indebtedness shall not exceed $20,000,000.




**7.03****Investments**.




Make
      or hold any Investments, except:




(a)           Investments
      held by Holdings and its Subsidiaries in the form of Cash
      Equivalents;




(b)          advances
      to officers, directors and employees of Holdings and its Subsidiaries in an
      aggregate amount not to exceed $2,000,000 at any time outstanding, for travel,
      entertainment, relocation and analogous ordinary business purposes;




71


(c)           (i) Investments
      by Holdings and its Subsidiaries in their respective Subsidiaries outstanding
      on
      the Existing Effective Date, (ii) additional Investments by Holdings and
      its Subsidiaries in Loan Parties (other than Holdings), (iii) additional
      Investments by Subsidiaries of the Borrower that are not Loan Parties in other
      Subsidiaries that are not Loan Parties and (iv) so long as no Default has
      occurred and is continuing or would result from such Investment, additional
      Investments by the Loan Parties in wholly-owned Subsidiaries that are not Loan
      Parties in an aggregate amount invested from the Existing Effective Date not
      to
      exceed $20,000,000;




(d)           Investments
      consisting of extensions of credit in the nature of accounts receivable or
      notes
      receivable arising from the grant of trade credit in the ordinary course of
      business, and Investments received in satisfaction or partial satisfaction
      thereof from financially troubled account debtors to the extent reasonably
      necessary in order to prevent or limit loss;




(e)           Guarantees
      permitted by Section 7.02;




(f)           Investments
      existing on the Existing Effective Date (other than those referred to in
Section 7.03(c)(i)) and set forth on Schedule
      5.08(e);




(g)           Investments
      by the Borrower in Swap Contracts permitted under
Section 7.02(a);




(h)           any
      Acquisition; provided that each of the following conditions shall be
      satisfied:




(i) 
      any Subsidiary created or acquired in connection with such Acquisition shall
      comply with the requirements of Section 6.12;




(ii)  
      the lines of business of the Person to be (or the property of which is to be)
      so
      Acquired shall be substantially similar or related to one or more of the
      principal businesses of the Borrower and its Subsidiaries in the ordinary
      course;




(iii) 
      (A) immediately before and immediately after giving effect to any such
      Acquisition, no Default shall have occurred and be continuing and
      (B) immediately after giving effect to such Acquisition, Holdings and its
      Subsidiaries shall be in compliance with all of the covenants set forth in
      Section 7.11 on a Pro Forma Basis, such compliance to be determined
      on the basis of the financial information most recently delivered to the
      Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b); and




(iv) 
      the Borrower shall have delivered to the Administrative Agent and each Lender,
      at least two Business Days prior to the date on which any such Acquisition
      is to
      be consummated, a certificate of a Responsible Officer, in form and substance
      reasonably satisfactory to the Administrative Agent, certifying that all of
      the
      requirements set forth in this clause (h) have been satisfied or will be
      satisfied on or prior to the consummation of such Acquisition; and




72


(i)           Investments
      by the Borrower and its Subsidiaries not otherwise permitted under this
Section 7.03 in an aggregate amount not to exceed (i) so long as the
      Consolidated Leverage Ratio determined on the basis of the financial statements
      most recently delivered in accordance with Section 6.01 is greater than
      to 3.50 to 1.0, $25,000,000 and (ii) so long as such Consolidated Leverage
      Ratio is less than or equal to 3.50 to 1.0, $50,000,000; provided that,
      with respect to each Investment made pursuant to this Section
      7.03(i):




(i) 
      such Investment shall not include or result in any contingent liabilities that
      could reasonably be expected to be material to the business, financial
      condition, operations or prospects of the Borrower and its Subsidiaries, taken
      as a whole (as determined in good faith by the board of directors (or persons
      performing similar functions) of the Borrower or such Subsidiary if the board
      of
      directors is otherwise approving such transaction and, in each other case,
      by a
      Responsible Officer);




(ii) 
      such Investment shall be in property that is part of, or in lines of business
      that are, substantially similar or related to one or more of the principal
      businesses of the Borrower and its Subsidiaries in the ordinary course;
      and




(iii) 
      (A) immediately before and immediately after giving effect to any such
      Investment, no Default shall have occurred and be continuing and
      (B) immediately after giving effect to such Investment, Holdings and its
      Subsidiaries shall be in compliance with all of the covenants set forth in
      Section 7.11 on a Pro Forma Basis, such compliance to be determined
      on the basis of the financial information most recently delivered to the
      Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b).




**7.04****Fundamental
      Changes**.




Merge,
      dissolve, liquidate, consolidate with or into another Person, or Dispose of
      (whether in one transaction or in a series of transactions) all or substantially
      all of its assets (whether now owned or hereafter acquired) to or in favor
      of
      any Person, except that, so long as no Default exists or would result therefrom
      on a Pro Forma Basis:




(a)           any
      Subsidiary may merge with (i) the Borrower, provided that the
      Borrower shall be the continuing or surviving Person, or (ii) any one or
      more other Subsidiaries, provided that when any Loan Party (other than
      Holdings) is merging with another Subsidiary, such Loan Party shall be the
      continuing or surviving Person;




(b)           any
      Loan Party may Dispose of all or substantially all of its assets (upon voluntary
      liquidation or otherwise) to the Borrower or to another Loan Party (other than
      Holdings);




(c)           any
      Subsidiary that is not a Loan Party may dispose of all or substantially all
      its
      assets (including any Disposition that is in the nature of a liquidation) to
      any
      other Subsidiary;




73


(d)           in
      connection with any Acquisition permitted under Section 7.03, any
      Subsidiary of the Borrower may merge into or consolidate with any other Person
      or permit any other Person to merge into or consolidate with it; provided
      that (i) the Person surviving such merger shall be a wholly-owned
      Subsidiary of the Borrower and (ii) in the case of any such merger to which
      any Loan Party (other than the Borrower) is a party, such Loan Party is the
      surviving Person;




(e)           so
      long as no Default has occurred and is continuing or would result therefrom,
      each of the Borrower and any of its Subsidiaries may merge into or consolidate
      with any other Person or permit any other Person to merge into or consolidate
      with it; provided, however, that in each case, immediately after
      giving effect thereto (i) in the case of any such merger to which the
      Borrower is a party, the Borrower is the surviving corporation and (ii) in
      the case of any such merger to which any Loan Party (other than the Borrower)
      is
      a party, such Loan Party is the surviving corporation; and




(f)           any
      Non-Operating Subsidiary may be dissolved or liquidated so long as such
      dissolution or liquidation would not reasonably be expected to result in a
      Material Adverse Effect.




**7.05****Dispositions**.




Make
      any Disposition or enter into any agreement to make any Disposition,
      except:




(a)           Dispositions
      of obsolete or worn out property, whether now owned or hereafter acquired,
      in
      the ordinary course of business;




(b)           Dispositions
      of inventory in the ordinary course of business;




(c)           Dispositions
      of equipment or real property to the extent that (i) such property is
      exchanged for credit against the purchase price of similar replacement property
      or (ii) the proceeds of such Disposition are reasonably promptly applied to
      the purchase price of such replacement property;




(d)           Dispositions
      of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary;
      provided that if the transferor of such property is a Guarantor, the
      transferee thereof must either be the Borrower or a Guarantor (other than
      Holdings);




(e)           Dispositions
      permitted by Section 7.04;




(f)           Dispositions
      by the Borrower and its Subsidiaries of property pursuant to sale-leaseback
      transactions, provided that the book value of all property so Disposed of
      shall not exceed (i) $10,000,000 in the aggregate from and after the
      Closing Date or (ii) $5,000,000 in any fiscal year;




(g)           non-exclusive
      licenses of IP Rights in the ordinary course of business and substantially
      consistent with past practice for terms not exceeding ten years;




(h)          
      [intentionally omitted]; and




74


(i)           Dispositions
      by the Borrower and its Subsidiaries not otherwise permitted under this
Section 7.05; provided that (i) at the time of such
      Disposition, no Default shall exist or would result from such Disposition on
      a
      Pro Forma Basis, and (ii) the aggregate book value of all property Disposed
      of in reliance on this clause (i) in any fiscal year shall not exceed
      $35,000,000;




provided,
      however, that any Disposition pursuant to Section
      7.05(a) through Section 7.05(i) shall be for fair market
      value (as reasonably determined by the Borrower or the applicable
      Subsidiary).




**7.06****Restricted
        Payments**.




Declare
      or make, directly or indirectly, any Restricted Payment, or incur any obligation
      (contingent or otherwise) to do so, except that:




(a)           each
      Subsidiary may make Restricted Payments to (i) the Borrower, (ii) any
      Subsidiaries of the Borrower that are Guarantors and (iii) so long as no
      Default has occurred and is continuing, any other Person that owns a direct
      Equity Interest in such Subsidiary, ratably according to their respective
      holdings of the type of Equity Interest in respect of which such Restricted
      Payment is being made;




(b)           Holdings
      and each Subsidiary may declare and make dividend payments or other
      distributions payable solely in the common stock or other common Equity
      Interests of such Person;




(c)           Holdings
      and each Subsidiary may purchase, redeem or otherwise acquire its common Equity
      Interests with the proceeds received from the substantially concurrent issue
      of
      new common Equity Interests;




(d)           Holdings
      may (i) declare or pay cash dividends to its stockholders and/or
      (ii) purchase, redeem or otherwise acquire for cash Equity Interests issued
      by it, so long as immediately prior to and/or after giving effect thereto on
      a
      Pro Forma Basis, no Default exists or would be caused thereby; provided,
however, that if the Consolidated Leverage Ratio is greater than 3.0
      to
      1.0 immediately prior thereto and after giving effect thereto on a Pro Forma
      Basis, the aggregate amount of all such dividends, purchases, redemptions and/or
      acquisitions shall not exceed $50,000,000 (the “Maximum Dividend
      Amount”); provided, further, that if the Consolidated Leverage
      Ratio is greater than 3.50 to 1.0 and the Borrower applies Excess Cash Flow
      to
      the purchase of Subordinated Notes, the payment of fees arising from an offer
      to
      purchase the Subordinated Notes or the prepayment of Indebtedness permitted
      under Section 7.02(g) in each such case in accordance with Sections
      7.15(d) or (f), the Maximum Dividend Amount shall be reduced by the
      amount of such repurchase, fees paid or prepayment, as the case may be, during
      the fiscal year during which such repurchase is effected, fees are actually
      paid
      or prepayment is actually made, as the case may be; and




(e)           the
      Borrower may declare and pay cash dividends to Holdings (i) in the amounts
      of and at the times necessary to permit Holdings to make payments permitted
      pursuant to Section 7.06(d) above and (ii) so long as no
      Default exists or would be caused




75


thereby,
      in an aggregate amount not to exceed $10,000,000 in any fiscal year to permit
      Holdings to pay (A) reasonable and customary corporate and operating
      expenses (including reasonable out-of-pocket expenses for legal, administrative
      and accounting services provided by third parties, and compensation, benefits
      and other amounts payable to officers and employees in connection with their
      employment in the ordinary course of business and to board of director
      observers), (B) franchise fees or similar taxes and fees required to
      maintain its corporate existence, and (C) its proportionate share of the
      tax liability of the affiliated group of corporations that file consolidated
      Federal income tax returns (or that file state and local income tax returns
      on a
      consolidated basis), in each case under clauses (i) and (ii) above,
      only to the extent such payments are actually made by Holdings.




**7.07****Change
        in Nature of
        Business**.




Engage
      in any material line of business substantially different from those lines of
      business conducted by the Borrower and its Subsidiaries on the date hereof
      or
      any business substantially related or incidental thereto.




**7.08****Transactions
        with
        Affiliates**.




Enter
      into any transaction of any kind with any Affiliate of the Borrower, whether
      or
      not in the ordinary course of business, other than on fair and reasonable terms
      substantially as favorable to the Borrower or such Subsidiary as would be
      obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s
      length transaction with a Person other than an Affiliate; provided that
      the foregoing restriction shall not apply to transactions between or among
      the
      Loan Parties.




**7.09****Burdensome
        Agreements**.




Enter
      into or permit to exist any Contractual Obligation (other than this Agreement,
      any other Loan Document or any Existing Loan Document) that (a) limits the
      ability (i) of any Subsidiary to make Restricted Payments to the Borrower
      or any Guarantor or to otherwise transfer property to or invest in the Borrower
      or any Guarantor, except for any agreement in effect (A) on the Existing
      Effective Date and set forth on Schedule 7.09 (including the Subordinated
      Notes Documents) or (B) at the time any Subsidiary becomes a Subsidiary of
      the Borrower, so long as such agreement was not entered into solely in
      contemplation of such Person becoming a Subsidiary of the Borrower, (ii) of
      any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of
      the Borrower or any Subsidiary to create, incur, assume or suffer to exist
      Liens
      on property of such Person, except for any agreement in effect on the Existing
      Effective Date and set forth on Schedule 7.09 (including the Subordinated
      Notes Documents); provided, however, that this clause (iii)
      shall not prohibit any negative pledge incurred or provided in favor of any
      holder of Indebtedness permitted under (x) Section 7.02(f) solely to the
      extent any such negative pledge relates to the property financed by or the
      subject of such Indebtedness or (y) Section 7.02(i), (j) or (k) so long
      as such negative pledge does not limit the ability of the Borrower or any
      Subsidiary to create, incur, assume or suffer to exist Liens on property of
      such
      Person to secure the Existing Obligations; or (b) requires the grant of a
      Lien to secure an obligation of such Person if a Lien is granted to secure
      another obligation of such Person.




76




**7.10****Use
        of
        Proceeds**.




Use
      the proceeds of any Credit Extension, whether directly or indirectly, and
      whether immediately, incidentally or ultimately, to purchase or carry margin
      stock (within the meaning of Regulation U of the FRB) or to extend credit to
      others for the purpose of purchasing or carrying margin stock or to refund
      indebtedness originally incurred for such purpose.




**7.11****Financial
        Covenants**.




(a)           Consolidated
      Interest Coverage Ratio.  Permit the Consolidated Interest
      Coverage Ratio as of the end of any fiscal quarter of Holdings to be less than
      the ratio set forth below opposite such fiscal quarter:




Four
                Fiscal Quarters Ending
            Minimum
              Consolidated
              Interest Coverage
              RatioClosing
                Date through March 31, 2008
            2.00
                to 1.00June
                30, 2008****and each fiscal quarter
                thereafter
            2.25
                to 1.00




(b)           Consolidated
      Leverage Ratio.  Permit the Consolidated Leverage Ratio at any
      time during any period of four fiscal quarters of Holdings set forth below
      to be
      greater than the ratio set forth below opposite such period:




Four
                Fiscal Quarters Ending
            Maximum
              Consolidated
              Leverage
                RatioClosing
                Date through March 31, 2008
            5.75
                to 1.0June
                30, 2008 through March 31, 2009
            5.25
                to 1.0June
                30, 2009****and each fiscal quarter
                thereafter
            4.75
                to 1.0




**7.12****Capital
        Expenditures**.




Make
      or become legally obligated to make any Capital Expenditure, except for Capital
      Expenditures in the ordinary course of business not exceeding (a) for each
      of
      the fiscal years ending December 31, 2007 and December 31, 2008, $60,000,000
      in
      the aggregate for the Borrower and it Subsidiaries during any such fiscal year
      and (b) for each of the fiscal  years ending December 31, 2009 and
      thereafter, $65,000,000 in the aggregate for the Borrower and it Subsidiaries
      during any such fiscal year (the “Maximum Cap Ex Amount”);
provided, however, that (i) so long as no Default has
      occurred and is continuing or would result from such expenditure, any portion
      of
      the fixed amount set forth above, if not expended in the fiscal year for which
      it is permitted, may be carried over for expenditure in the next following
      fiscal year and (ii) if any such amount is so carried over, it will be
      deemed used in the applicable subsequent fiscal year after the fixed amount
      set
      forth above has been expended; and provided, further, that the
      Maximum Cap Ex Amount shall be increased by $2,500,000 for each $100,000,000
      increase




77


after
      the Existing Effective Date in the outstanding Existing Term Loans in accordance
      with Section 2.14 of the Existing Credit Agreement as in effect on the
      date hereof if and to the extent that such additional loans are applied to
      one
      or more Acquisitions permitted under Section 7.03(h).




**7.13****Amendments
        of Organization
        Documents**.




Amend
      any of its Organization Documents in any material respect adverse to the
      Administrative Agent or the Lenders.




**7.14****Accounting
        Changes**.




Make
      any change in (a) accounting policies or reporting practices, except as
      required by GAAP or applicable Laws, or (b) its fiscal year, except in the
      case of this clause (b) to a fiscal year ending December 31 or otherwise
      upon 30 days prior written notice to the Administrative Agent.




**7.15****Prepayments,
        Etc. of
        Indebtedness**.




Prepay,
      redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
      thereof in any manner, or make any payment in violation of any subordination
      terms of, any Indebtedness, except:




(a)           the
      prepayment of the Credit Extensions in accordance with the terms of this
      Agreement and the prepayment of the Existing Loans in accordance with the terms
      of the Existing Credit Agreement as in effect on the date hereof;




(b)           regularly
      scheduled or required repayments, purchases or redemptions of Indebtedness
      set
      forth in Schedule 7.02 (except any such repayment, purchase or redemption
      subject to Section 7.15(d) below) and refinancings and refundings of
      such Indebtedness in compliance with Section 7.02(d);




(c)           the
      consummation of the Cadmus Tender Offer;




(d)           prepayment,
      purchase, redemption or defeasance of the Subordinated Notes, so long as
      (i) immediately before and after giving effect to any such prepayment,
      purchase, redemption or defeasance, (x) no Default shall have occurred and
      be
      continuing and (y) Holdings and its Subsidiaries shall be in compliance with
      all
      of the covenants set forth in Section 7.11 on a Pro Forma Basis, as
      determined on the basis of the financial information most recently delivered
      to
      the Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b), as applicable, (ii) no Existing Term Loans shall be applied to
      such prepayment, purchase, redemption or defeasance; (iii) if the
      Consolidated Leverage Ratio determined in accordance with the foregoing
      subclause (d)(i)(y) is greater than 3.50 to 1.0, no Excess Cash Flow shall
      be
      applied to such prepayment, purchase, redemption or defeasance (subject to
      the
      final proviso set forth in subclause (f) below), and (iv) to the
      extent funded by the issuance of Indebtedness, such Indebtedness (A) shall
      be subordinate in all respects to the Obligations on terms substantially the
      same or shall be unsecured Indebtedness, (B) shall not increase the
      principal amount then owed under




78


the
      Subordinated Notes (except by an amount equal to a reasonable premium paid,
      accrued but unpaid interest and reasonable fees and expenses incurred in
      connection therewith), (C) shall have the same obligor, (D) shall be
      subject to an equal or longer maturity as the Subordinated Notes and (E) if
      such Indebtedness is subordinate to the Obligations, otherwise shall be subject
      to material terms and conditions substantially no more restrictive than the
      Subordinated Notes Documents;




(e)          prepayments
      of Indebtedness permitted under Section 7.02(b);




(f)           prepayments
      of Indebtedness permitted under Section 7.02(g), provided that any
      such prepayment shall be funded by (i) a refinancing permitted under
Section 7.02(d), (ii) Existing Loans under the Existing Credit
      Agreement or (iii) if the Consolidated Leverage Ratio calculated on a Pro
      Forma Basis, as determined on the basis of the financial information most
      recently delivered to the Administrative Agent and the Lenders pursuant to
      Section 6.01(a) or (b), as applicable, is less than or equal
      to 3.50 to 1.0, Excess Cash Flow (provided, however, that if such
      Consolidated Leverage Ratio is greater than 3.50 to 1.0 and subject to a dollar
      for dollar reduction in the Maximum Dividend Amount in accordance with
Section 7.06(d), the Borrower may apply up to $25,000,000 of Excess Cash
      Flow in the aggregate to (x) pay fees arising in connection with an offer to
      repurchase the Subordinated Notes, (y) purchase Subordinated Notes and/or (z)
      to
      prepay Indebtedness permitted under Section 7.02(g)); and




(g)           so
      long as (i) immediately before and after giving effect to any such
      prepayment, purchase or redemption (x) no Default shall have occurred and be
      continuing and (y) Holdings and its Subsidiaries shall be in compliance with
      all
      of the covenants set forth in Section 7.11 on a Pro Forma Basis, as
      determined on the basis of the financial information most recently delivered
      to
      the Administrative Agent and the Lenders pursuant to Section 6.01(a) or
(b), as applicable, prepayments, purchases or redemptions of (A)
      the
      Cadmus Subordinated Notes, (B) the Equipment Loans in an aggregate amount not
      to
      exceed $13,200,000 and (C) other Indebtedness (other than the Subordinated
      Notes) in an aggregate amount not to exceed $5,000,000.




**7.16****Amendment,
        Etc. of Related
        Documents and Indebtedness**.




(a)           Cancel
      or terminate any Tender Offer Documents or Subordinated Notes Documents or
      consent to or accept any cancellation or termination thereof, except, in the
      case of the Subordinated Notes Documents, in connection with any transaction
      permitted under Section 7.15(d), (b) cancel or terminate any
      Material Contract or consent to or accept any cancellation or termination
      thereof, unless the cancellation or termination thereof could not reasonably
      be
      expected to have a Material Adverse Effect, (c) amend, modify or change in
      any manner any term or condition of the Purchase Agreement, any Tender Offer
      Documents or any Subordinated Notes Documents or give any consent, waiver or
      approval thereunder that, in any such case, could impair the rights and remedies
      of the Guarantied Parties under the Loan Documents or otherwise result in a
      Material Adverse Effect, (d) amend, modify or change in any manner any term
      or condition of any Material Contract or give any consent, waiver or approval
      thereunder unless such amendment, modification or change could not reasonably
      be
      expected to have a Material




79


Adverse
      Effect, (e) waive any default under or any breach of any term or condition
      of any Tender Offer Documents or Subordinated Notes Documents, (f) waive
      any material default or any breach of any material term or condition of any
      Material Contract, (g) take any other action in connection with any Related
      Document that would impair in any material respect the value of the interest
      or
      rights of any Loan Party thereunder or that would impair the rights or interests
      of the Administrative Agent or any Lender or (h) amend, modify or change in
      any manner any term or condition of any Indebtedness set forth in Schedule
      7.02, except for any refinancing, refunding, renewal or extension thereof
      permitted by Section 7.02(d) or Section 7.15(d) and
      except for any such amendment, modification or change that could not reasonably
      be expected to impair the rights and remedies of the Guarantied Parties under
      the Loan Documents or otherwise result in a Material Adverse
      Effect.




**7.17****Holding
        Company**.




In
      the case of Holdings, engage in any business or activity other than (a) the
      ownership of all outstanding Equity Interests in the Borrower and CNMW
      Investments, Inc., (b) maintaining its corporate existence,
      (c) participating in tax, accounting and other administrative activities as
      the parent of the consolidated group of companies, including the Loan Parties,
      (d) the execution and delivery of the Loan Documents and Related Documents
      to which it is a party and the performance of its obligations thereunder,
      (e) activities incidental to the businesses or activities described in
      clauses (a) through (d) of this Section and (f) any other
      activities substantially similar or related to the lines of business of Holdings
      in the ordinary course of business as of the date hereof to the extent otherwise
      permitted under the Loan Documents.




**7.18****Designation
        of Senior
        Debt**.




Designate
      any Indebtedness (other than the Indebtedness under the Loan Documents and
      the
      Existing Loan Documents) of the Borrower or any of its Subsidiaries as
“Designated Senior Debt” under, and as defined in, the Subordinated Notes
      Documents and the Cadmus Subordinated Notes Documents.




**ARTICLE
      VIII**




**EVENTS
      OF DEFAULT AND REMEDIES**




**8.01****Events
      of
      Default**.




Any
      of
      the following shall constitute an Event of Default:




(a)           Non-Payment.  The
      Borrower or any other Loan Party fails to (i) pay when and as required to
      be paid herein, any amount of principal of any Loan, or (ii) pay within
      three Business Days after the same becomes due, any interest on any Loan, or
      any
      fee due hereunder, or (iii) pay within five Business Days after the same
      becomes due, any other amount payable hereunder or under any other Loan
      Document; or




(b)           Specific
      Covenants.  (i) The Borrower fails to perform or observe any
      term, covenant or agreement contained in any of Section 2.15,
6.01(a), 6.01(b), 6.02(b),




80


6.03,
      6.05(a), 6.05(c), 6.10, 6.11, 6.12,
6.14 or 6.17 or Article VII or (ii) any Guarantor
      fails to perform or observe any term, covenant or agreement set forth in the
      foregoing subclause (i) that Guarantor has agreed to perform or observe
      pursuant to Section 4.01 of the Guaranty; or




(c)           Other
      Defaults.  Any Loan Party fails to perform or observe any other
      covenant or agreement (not specified in Section 8.01(a) or (b)
      above) contained in any Loan Document on its part to be performed or observed
      and such failure continues for 30 days from the earlier of (i) the date
      that any Responsible Officer of a Loan Party has actual knowledge thereof or
      (ii) the date that the Administrative Agent delivers to Borrower written
      notice of such failure; or




(d)           Representations
      and Warranties.  Any representation, warranty, certification or
      statement of fact made or deemed made by or on behalf of the Borrower or any
      other Loan Party herein, in any other Loan Document, or in any document
      delivered in connection herewith or therewith shall be incorrect or misleading
      in any material respect when made or deemed made; or




(e)           Cross-Default.  (i) Any
      Loan Party or any Subsidiary thereof (A) fails to make any payment when due
      (whether by scheduled maturity, required prepayment, acceleration, demand,
      or
      otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
      hereunder and Indebtedness under Swap Contracts) having an aggregate principal
      amount (including undrawn committed or available amounts and including amounts
      owing to all creditors under any combined or syndicated credit arrangement)
      of
      more than the Threshold Amount, or (B) fails to observe or perform any
      other agreement or condition relating to any such Indebtedness or Guarantee
      or
      contained in any instrument or agreement (including, without limitation, the
      Existing Credit Agreement) evidencing, securing or relating thereto, or any
      other event occurs (other than (x) the occurrence of any “Change of Control”
under, and as defined in, the Subordinated Note Documents, so long as the
      Borrower would at such time be permitted in accordance with Section
      7.15(d) to prepay, purchase, redeem or defease the Subordinated Notes, and
      (y) the occurrence of any “Change of Control” under, and as defined in, the
      Cadmus Subordinated Notes Documents), the effect of which default or other
      event
      is to cause, or to permit the holder or holders of such Indebtedness or the
      beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
      of such holder or holders or beneficiary or beneficiaries) to cause, with the
      giving of notice if required, such Indebtedness to be demanded or to become
      due
      or to be repurchased, prepaid, defeased or redeemed (automatically or
      otherwise), or an offer to repurchase, prepay, defease or redeem such
      Indebtedness to be made, prior to its stated maturity, or such Guarantee to
      become payable or cash collateral in respect thereof to be demanded; or
      (ii) there occurs under any Swap Contract an Early Termination Date (as
      defined in such Swap Contract) resulting from any event of default under such
      Swap Contract as to which a Loan Party or any Subsidiary thereof is the
      Defaulting Party (as defined in such Swap Contract) and the Swap Termination
      Value owed by such Loan Party or such Subsidiary as a result thereof is greater
      than the Threshold Amount; or




81


(f)           Insolvency
      Proceedings, Etc.  Any Loan Party or any Subsidiary thereof
      institutes or consents to the institution of any proceeding under any Debtor
      Relief Law, or makes an assignment for the benefit of creditors; or applies
      for
      or consents to the appointment of any receiver, trustee, custodian, conservator,
      liquidator, rehabilitator or similar officer for it or for all or any material
      part of its property; or any receiver, trustee, custodian, conservator,
      liquidator, rehabilitator or similar officer is appointed without the
      application or consent of such Person and the appointment continues undischarged
      or unstayed for 60 calendar days; or any proceeding under any Debtor Relief
      Law
      relating to any such Person or to all or any material part of its property
      is
      instituted without the consent of such Person and continues undismissed or
      unstayed for 60 calendar days, or an order for relief is entered in any such
      proceeding; or




(g)           Inability
      to Pay Debts; Attachment.  (i) Any Loan Party or any
      Subsidiary thereof becomes unable or admits in writing its inability or fails
      generally to pay its debts as they become due, or (ii) any writ or warrant
      of attachment or execution or similar process is issued or levied against all
      or
      any material part of the property of any such Person and is not released,
      vacated or fully bonded within 30 days after its issue or levy; or




(h)           Judgments.  There
      is entered against any Loan Party or any Subsidiary thereof (i) one or more
      final judgments or orders for the payment of money in an aggregate amount (as
      to
      all such judgments and orders) exceeding the Threshold Amount (to the extent
      not
      covered by independent third-party insurance as to which the insurer has an
      A.M.
      Best Financial Strength Rating of at least “A” (other than the insurance with
      Arch Insurance Company****which shall have an A.M. Best
      Financial Strength Rating of at least A-), been notified of the potential claim
      and does not dispute coverage), or (ii) any one or more non-monetary final
      judgments that have, or could reasonably be expected to have, individually
      or in
      the aggregate, a Material Adverse Effect and, in either case,
      (A) enforcement proceedings are commenced by any creditor upon such
      judgment or order, or (B) there is a period of 30 consecutive days during
      which a stay of enforcement of such judgment, by reason of a pending appeal
      or
      otherwise, is not in effect; or




(i)           ERISA.  (i) An
      ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
      has resulted or could reasonably be expected to result in liability of the
      Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
      the PBGC in an aggregate amount in excess of $50,000,000, or (ii) the
      Borrower or any ERISA Affiliate fails to pay when due, after the expiration
      of
      any applicable grace period, any installment payment with respect to its
      withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan
      in
      an aggregate amount in excess of the Threshold Amount; or




(j)           Invalidity
      of Loan Documents.  Any material provision of any Loan Document,
      at any time after its execution and delivery and for any reason other than
      as
      expressly permitted hereunder or thereunder or satisfaction in full of all
      the
      Obligations, ceases to be in full force and effect; or any Loan Party or any
      other Person contests in any manner the validity or enforceability of any
      provision of




82


any
      Loan Document; or any Loan Party denies that it has any or further liability
      or
      obligation under any provision of any Loan Document, or purports to revoke,
      terminate or rescind any provision of any Loan Document; or




(k)           
      Change of Control.  There occurs any Change of Control;
      or




(l)            
      [Intentionally Omitted]; or




(m)           Subordination.  (i) The
      subordination provisions of the Subordinated Notes Documents (the
“Subordinated Provisions”) shall, in whole or in part, terminate, cease
      to be effective or cease to be legally valid, binding and enforceable against
      any holder of the Subordinated Notes; (ii) all or any material portion of
      the Obligations cease to constitute “Senior Debt” and “Designated Senior Debt”
under the Subordinated Note Documents; or (iii) the Borrower or any other
      Loan Party shall, directly or indirectly, disavow or contest in any manner
      (A) the effectiveness, validity or enforceability of any of the
      Subordination Provisions, (B) that the Subordination Provisions exist for
      the benefit of the Administrative Agent and the Lenders or (C) that all
      payments of principal of or premium and interest on the Subordinated Notes,
      or
      realized from the liquidation of any property of any Loan Party, shall be
      subject to any of the Subordination Provisions.




**8.02****Remedies
        upon Event of
        Default**.




If
      any Event of Default occurs and is continuing, the Administrative Agent shall,
      at the request of, or may, with the consent of, the Required Lenders, take
      any
      or all of the following actions:




(a)           declare
      the commitment of each Lender to make Loans to be terminated, whereupon such
      commitments and obligation shall be terminated;




(b)           declare
      the unpaid principal amount of all outstanding Loans, all interest accrued
      and
      unpaid thereon, and all other amounts owing or payable hereunder or under any
      other Loan Document to be immediately due and payable, without presentment,
      demand, protest or other notice of any kind, all of which are hereby expressly
      waived by the Borrower;




(c)           [intentionally
      omitted]; and




(d)           exercise
      on behalf of itself and the Lenders all rights and remedies available to it
      and
      the Lenders under the Loan Documents or any other remedies provided by
      applicable law;




provided,
      however, that upon the occurrence of an actual or deemed entry of an
      order for relief with respect to the Borrower under the Bankruptcy Code of
      the
      United States, the obligation of each Lender to make Loans shall automatically
      terminate, and the unpaid principal amount of all outstanding Loans and all
      interest and other amounts as aforesaid shall automatically become due and
      payable, in each case without further act of the Administrative Agent or any
      Lender.




83


**8.03****Application
      of
      Funds**.




After
      the
      exercise of remedies provided for in Section 8.02 (or after the Loans
      have automatically become immediately due and payable as set forth in the
      proviso to Section 8.02), any amounts received on account of the
      Obligations shall be applied by the Administrative Agent in the following
      order:




First,
      to payment of that portion of the Obligations constituting fees, indemnities,
      expenses and other amounts (including the reasonable fees, charges and
      disbursements of counsel to the Administrative Agent and amounts payable under
      Article III) payable to the Administrative Agent in its capacity as
      such;




Second,
      to payment of that portion of the Obligations constituting fees, indemnities
      and
      other amounts (other than principal and interest) payable to the Lenders
      (including reasonable fees, charges and disbursements of counsel to the
      respective Lenders (including the reasonable, allocated fees and time charges
      for attorneys who may be employees of any Lender) and amounts payable under
      Article III), ratably among them in proportion to the respective amounts
      described in this clause Second payable to them;




Third,
      to payment of that portion of the Obligations constituting accrued and unpaid
      interest on the Loans and other Obligations, ratably among the Lenders in
      proportion to the respective amounts described in this clause Third
      payable to them;




Fourth,
      to payment of that portion of the Obligations constituting unpaid principal
      of
      the Loans, ratably among the Lenders in proportion to the respective amounts
      described in this clause Fourth held by them; and




Last,
      the balance, if any, after all of the Obligations have been paid in full in
      cash, to the Borrower or as otherwise required by Law.




**ARTICLE
      IX**




**ADMINISTRATIVE
      AGENT**




**9.01****Appointment
        and
        Authority**.


(a)           Each
      of the Lenders hereby irrevocably appoints Lehman Commercial Paper Inc. to
      act
      on its behalf as the Administrative Agent hereunder and under the other Loan
      Documents and authorizes the Administrative Agent to take such actions on its
      behalf and to exercise such powers as are delegated to the Administrative Agent
      by the terms hereof or thereof, together with such actions and powers as are
      reasonably incidental thereto.  The provisions of this Article are
      solely for the benefit of the Administrative Agent and the Lenders, and none
      of
      Holdings, the Borrower nor any other Loan Party shall have rights as a third
      party beneficiary of any of such provisions.




(b)           [Intentionally
      Omitted].




84


**9.02****Rights
        as a
        Lender**.




The
      Person serving as the Administrative Agent hereunder shall have the same rights
      and powers in its capacity as a Lender as any other Lender and may exercise
      the
      same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
      otherwise requires, include the Person serving as the Administrative Agent
      hereunder in its individual capacity.  Such Person and its Affiliates
      may accept deposits from, lend money to, act as the financial advisor or in
      any
      other advisory capacity for and generally engage in any kind of business with
      the Borrower or any Subsidiary or other Affiliate thereof as if such Person
      were
      not the Administrative Agent hereunder and without any duty to account therefor
      to the Lenders.




**9.03****Exculpatory
        Provisions**.




The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth herein and in the other Loan Documents.  Without
      limiting the generality of the foregoing, the Administrative Agent:




(a)           shall
      not be subject to any fiduciary or other implied duties, regardless of whether
      a
      Default has occurred and is continuing;




(b)           shall
      not have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Loan Documents that the Administrative Agent is required to
      exercise as directed in writing by the Required Lenders (or such other number
      or
      percentage of the Lenders as shall be expressly provided for herein or in the
      other Loan Documents), provided that the Administrative Agent shall not
      be required to take any action that, in its opinion or the opinion of its
      counsel, may expose the Administrative Agent to liability or that is contrary
      to
      any Loan Document or applicable law; and




(c)           shall
      not, except as expressly set forth herein and in the other Loan Documents,
      have
      any duty to disclose, and shall not be liable for the failure to disclose,
      any
      information relating to the Borrower or any of its Affiliates that is
      communicated to or obtained by the Person serving as the Administrative Agent
      or
      any of its Affiliates in any capacity.




The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      (i) with the consent or at the request of the Required Lenders (or such
      other number or percentage of the Lenders as shall be necessary, or as the
      Administrative Agent shall believe in good faith shall be necessary, under
      the
      circumstances as provided in Sections 11.01 and 8.02) or
      (ii) in the absence of its own gross negligence or willful
      misconduct.  The Administrative Agent shall be deemed not to have
      knowledge of any Default unless and until notice describing such Default is
      given to the Administrative Agent by the Borrower or a Lender.




The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Loan Document, (ii) the
      contents of any certificate, report or other document delivered hereunder or
      thereunder or in connection herewith or therewith, (iii) the




85


performance
      or observance of any of the covenants, agreements or other terms or conditions
      set forth herein or therein or the occurrence of any Default, (iv) the
      validity, enforceability, effectiveness or genuineness of this Agreement, any
      other Loan Document or any other agreement, instrument or document, or
      (v) the satisfaction of any condition set forth in Article IV or
      elsewhere herein, other than to confirm receipt of items expressly required
      to
      be delivered to the Administrative Agent.




**9.04****Reliance
        by Administrative
        Agent**.




The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) believed
      by
      it to be genuine and to have been signed, sent or otherwise authenticated by
      the
      proper Person.  The Administrative Agent also may rely upon any
      statement made to it orally or by telephone and believed by it to have been
      made
      by the proper Person, and shall not incur any liability for relying
      thereon.  In determining compliance with any condition hereunder to
      the making of a Loan that by its terms must be fulfilled to the satisfaction
      of
      a Lender, the Administrative Agent may presume that such condition is
      satisfactory to such Lender unless the Administrative Agent shall have received
      notice to the contrary from such Lender prior to the making of such
      Loan.  The Administrative Agent may consult with legal counsel (who
      may be counsel for the Borrower), independent accountants and other experts
      selected by it, and shall not be liable for any action taken or not taken by
      it
      in accordance with the advice of any such counsel, accountants or
      experts.




**9.05****Delegation
        of
        Duties**.




The
      Administrative Agent may perform any and all of its duties and exercise its
      rights and powers hereunder or under any other Loan Document by or through
      any
      one or more sub-agents appointed by the Administrative Agent.  The
      Administrative Agent and any such sub-agent may perform any and all of its
      duties and exercise its rights and powers by or through their respective Related
      Parties.  The exculpatory provisions of this Article shall apply to
      any such sub-agent and to the Related Parties of the Administrative Agent and
      any such sub-agent, and shall apply to their respective activities in connection
      with the syndication of the credit facilities provided for herein as well as
      activities as Administrative Agent.




**9.06****Resignation
        of Administrative
        Agent**.




The
      Administrative Agent may at any time give notice of its resignation to the
      Lenders and the Borrower.  Upon receipt of any such notice of
      resignation, the Required Lenders shall have the right, in consultation with
      the
      Borrower (and, so long as no Event of Default has occurred and is continuing,
      with the prior written consent of the Borrower, which consent shall not be
      unreasonably withheld or delayed), to appoint a successor, which shall be a
      bank
      with an office in the United States, or an Affiliate of any such bank with
      an
      office in the United States.  If no such successor shall have been so
      appointed by the Required Lenders and shall have accepted such appointment
      within 30 days after the retiring Administrative Agent gives notice of its
      resignation, then the retiring Administrative Agent may on behalf of the
      Lenders, appoint a successor Administrative Agent meeting the qualifications
      set
      forth above; provided that if the




86


Administrative
      Agent shall notify the Borrower and the Lenders that no qualifying Person has
      accepted such appointment, then such resignation shall nonetheless become
      effective in accordance with such notice and (a) the retiring
      Administrative Agent shall be discharged from its duties and obligations
      hereunder and under the other Loan Documents and (b) all payments,
      communications and determinations provided to be made by, to or through the
      Administrative Agent shall instead be made by or to each Lender directly, until
      such time as the Required Lenders appoint a successor Administrative Agent
      as
      provided for above in this Section.  Upon the acceptance of a
      successor’s appointment as Administrative Agent hereunder, such successor shall
      succeed to and become vested with all of the rights, powers, privileges and
      duties of the retiring (or retired) Administrative Agent, and the retiring
      Administrative Agent shall be discharged from all of its duties and obligations
      hereunder or under the other Loan Documents (if not already discharged therefrom
      as provided above in this Section).  The fees payable by the Borrower
      to a successor Administrative Agent shall be the same as those payable to its
      predecessor unless otherwise agreed between the Borrower and such
      successor.  After the retiring Administrative Agent’s resignation
      hereunder and under the other Loan Documents, the provisions of this Article
      and
Section 11.04 shall continue in effect for the benefit of such
      retiring Administrative Agent, its sub-agents and their respective Related
      Parties in respect of any actions taken or omitted to be taken by any of them
      while the retiring Administrative Agent was acting as Administrative
      Agent.




**9.07****Non-Reliance
        on Administrative
        Agent and Other Lenders**.




Each
      Lender acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Lender or any of their Related Parties and
      based on such documents and information as it has deemed appropriate, made
      its
      own credit analysis and decision to enter into this Agreement.  Each
      Lender also acknowledges that it will, independently and without reliance upon
      the Administrative Agent or any other Lender or any of their Related Parties
      and
      based on such documents and information as it shall from time to time deem
      appropriate, continue to make its own decisions in taking or not taking action
      under or based upon this Agreement, any other Loan Document or any related
      agreement or any document furnished hereunder or thereunder.




**9.08****No
        Other Duties,
        Etc**.




Anything
      herein to the contrary notwithstanding, except as otherwise provided herein,
      the
      Lead Arranger shall not have any powers, duties or responsibilities under this
      Agreement or any of the other Loan Documents.




**9.09****Administrative
        Agent May File
        Proofs of Claim**.




In
      case of the pendency of any proceeding under any Debtor Relief Law or any other
      judicial proceeding relative to any Loan Party, the Administrative Agent
      (irrespective of whether the principal of any Loan shall then be due and payable
      as herein expressed or by declaration or otherwise and irrespective of whether
      the Administrative Agent shall have made any demand on the Borrower) shall
      be
      entitled and empowered, by intervention in such proceeding or
      otherwise:




87


(a)           to
      file and prove a claim for the whole amount of the principal and interest owing
      and unpaid in respect of the Loans and all other Obligations that are owing
      and
      unpaid and to file such other documents as may be necessary or advisable in
      order to have the claims of the Lenders and the Administrative Agent (including
      any claim for the reasonable compensation, expenses, disbursements and advances
      of the Lenders and the Administrative Agent and their respective agents and
      counsel and all other amounts due the Lenders and the Administrative Agent
      under
Sections 2.09 and 11.04) allowed in such judicial proceeding;
      and




(b)           to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;




and
      any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender to make such payments to the Administrative Agent and, if the
      Administrative Agent shall consent to the making of such payments directly
      to
      the Lenders, to pay to the Administrative Agent any amount due for the
      reasonable compensation, expenses, disbursements and advances of the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under Sections 2.09 and
11.04.




Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Obligations
      or the rights of any Lender to authorize the Administrative Agent to vote in
      respect of the claim of any Lender or in any such proceeding.




**9.10****Guaranty
        Matters**.




The
      Lenders irrevocably authorize the Administrative Agent, at its option and in
      its
      discretion,




(a)           [intentionally
      omitted];




(b)           to
      release any Guarantor from its obligations under the Guaranty if such Person
      ceases to be a Subsidiary as a result of a transaction permitted
      hereunder;




(c)           [intentionally
      omitted].




Upon
      request by the Administrative Agent at any time, the Required Lenders will
      confirm in writing the Administrative Agent’s authority to release any Guarantor
      from its obligations under the Guaranty pursuant to this Section
      9.10.  In each case as specified in this Section 9.10, the
      Administrative Agent will, at the Borrower’s expense, execute and deliver to the
      applicable Loan Party such documents as such Loan Party may reasonably request
      to release such Guarantor from its obligations under the Guaranty, in each
      case
      in accordance with the terms of the Loan Documents and this Section
      9.10.




88


**ARTICLE
      X**




**CONTINUING
      GUARANTY**




**10.01Guaranty**.




Holdings
      hereby absolutely and unconditionally guarantees, as a guaranty of payment
      and
      performance and not merely as a guaranty of collection, prompt payment when
      due,
      whether at stated maturity, by required prepayment, upon acceleration, demand
      or
      otherwise, and at all times thereafter, of any and all of the Obligations,
      whether for principal, interest, premiums, fees, indemnities, damages, costs,
      expenses or otherwise, of the Borrower to the Guarantied Parties, arising
      hereunder and under the other Loan Documents (including all renewals,
      extensions, amendments, refinancings and other modifications thereof and all
      costs, reasonable attorneys’ fees and expenses incurred by the Guarantied
      Parties in connection with the collection or enforcement
      thereof).  The Administrative Agent’s books and records showing the
      amount of the Obligations shall be admissible in evidence in any action or
      proceeding, and shall be binding upon Holdings, and conclusive for the purpose
      of establishing the amount of the Obligations, absent manifest
      error.  This Guaranty shall not be affected by the genuineness,
      validity, regularity or enforceability of the Obligations or any instrument
      or
      agreement evidencing any Obligations, or by the existence, validity,
      enforceability, perfection, non-perfection or extent of any collateral therefor,
      or by any fact or circumstance relating to the Obligations which might otherwise
      constitute a defense to the obligations of Holdings under this Guaranty, and
      Holdings hereby irrevocably waives any defenses it may now have or hereafter
      acquire in any way relating to any or all of the foregoing, whether arising
      as a
      result of any law or regulation of any jurisdiction or any other event affecting
      any term of the Obligations.




**10.02****Rights
        of
        Lenders**.




Holdings
      consents and agrees that the Guarantied Parties may, at any time and from time
      to time, without notice or demand, and without affecting the enforceability
      or
      continuing effectiveness hereof:  (a) amend, extend, renew,
      compromise, discharge, accelerate or otherwise change the time for payment
      or
      the terms of the Obligations or any part thereof; (b) take, hold, exchange,
      enforce, waive, release, fail to perfect, sell, or otherwise dispose of any
      security for the payment of this Guaranty or any Obligations; (c) apply
      such security and direct the order or manner of sale thereof as the
      Administrative Agent and the Lenders in their sole discretion may determine;
      and
      (d) release or substitute one or more of any endorsers or other guarantors
      of any of the Obligations.  Without limiting the generality of the
      foregoing, Holdings consents to the taking of, or failure to take, any action
      which might in any manner or to any extent vary the risks of Holdings under
      this
      Guaranty or which, but for this provision, might operate as a discharge of
      Holdings.




**10.03****Certain
        Waivers**.




Holdings
      waives (a) any defense arising by reason of any disability or other defense
      of the Borrower or any other guarantor, or the cessation from any cause
      whatsoever (including any act or omission of any Guarantied Party) of the
      liability of the Borrower; (b) any defense based on any claim that
      Holdings’ obligations exceed or are more burdensome than those of
      the




89


Borrower;
      (c) the benefit of any statute of limitations affecting Holdings’ liability
      hereunder; (d) subject to Section 10.05, any right to proceed
      against the Borrower, proceed against or exhaust any security for the
      Obligations, or pursue any other remedy in the power of any Guarantied Party
      whatsoever; (e) subject to Section 10.05, any benefit of and any
      right to participate in any security now or hereafter held by any Guarantied
      Party; and (f) to the fullest extent permitted by law, any and all other
      defenses or benefits that may be derived from or afforded by applicable law
      limiting the liability of or exonerating guarantors or
      sureties.  Holdings expressly waives all setoffs and counterclaims and
      all presentments, demands for payment or performance, notices of nonpayment
      or
      nonperformance, protests, notices of protest, notices of dishonor and all other
      notices or demands of any kind or nature whatsoever with respect to the
      Obligations, and all notices of acceptance of this Guaranty or of the existence,
      creation or incurrence of new or additional Obligations.  Holdings
      waives any rights and defenses that are or may become available to Holdings
      by
      reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the
      California Civil Code.  As provided below, this Guaranty shall be
      governed by, and construed in accordance with, the laws of the State of New
      York.  The foregoing waivers and the provisions hereinafter set forth
      in this Guaranty which pertain to California law are included solely out of
      an
      abundance of caution, and shall not be construed to mean that any of the
      above-referenced provisions of California law are in any way applicable to
      this
      Guaranty or the Obligations.




**10.04****Obligations
        Independent**.




The
      obligations of Holdings hereunder are those of primary obligor, and not merely
      as surety, and are independent of the Obligations and the obligations of any
      other guarantor, and a separate action may be brought against Holdings to
      enforce this Guaranty whether or not the Borrower or any other person or entity
      is joined as a party.




**10.05****Subrogation**.




Holdings
      shall not exercise any right of subrogation, contribution, indemnity,
      reimbursement or similar rights with respect to any payments it makes under
      this
      Guaranty until all of the Obligations and any amounts payable under this
      Guaranty have been paid in full in cash and performed in full and the
      Commitments and the Facilities are terminated.  If any amounts are
      paid to Holdings in violation of the foregoing limitation, then such amounts
      shall be held in trust for the benefit of the Guarantied Parties and shall
      forthwith be paid to the Guarantied Parties to reduce the amount of the
      Obligations, whether matured or unmatured.




**10.06****Termination;
        Reinstatement**.




This
      Guaranty is a continuing and irrevocable guaranty of all Obligations now or
      hereafter existing and shall remain in full force and effect until all
      Obligations and any other amounts payable under this Guaranty are paid in full
      in cash and the Commitments and the Facilities with respect to the Obligations
      are terminated.  Notwithstanding the foregoing, this Guaranty shall
      continue in full force and effect or be revived, as the case may be, if any
      payment by or on behalf of the Borrower or Holdings is made, or any of the
      Guarantied Parties exercises its right of setoff, in respect of the Obligations
      and such payment or the proceeds of such setoff or any part thereof is
      subsequently invalidated, declared to be fraudulent or preferential, set
      aside




90


or
      required (including pursuant to any settlement entered into by any of the
      Guarantied Parties in their discretion) to be repaid to a trustee, receiver
      or
      any other party, in connection with any proceeding under any Debtor Relief
      Laws
      or otherwise, all as if such payment had not been made or such setoff had not
      occurred and whether or not the Guarantied Parties are in possession of or
      have
      released this Guaranty and regardless of any prior revocation, rescission,
      termination or reduction.  The obligations of Holdings under this
      paragraph shall survive termination of this Guaranty.




**10.07****Subordination**.




Holdings
      hereby subordinates the payment of all obligations and indebtedness of the
      Borrower owing to Holdings, whether now existing or hereafter arising, including
      but not limited to any obligation of the Borrower to Holdings as subrogee of
      the
      Guarantied Parties or resulting from Holdings’ performance under this Guaranty,
      to the payment in full in cash of all Obligations.  If the Guarantied
      Parties so request, any such obligation or indebtedness of the Borrower to
      Holdings shall be enforced and performance received by Holdings as trustee
      for
      the Guarantied Parties and the proceeds thereof shall be paid over to the
      Guarantied Parties on account of the Obligations, but without reducing or
      affecting in any manner the liability of Holdings under this
      Guaranty.




**10.08****Stay
        of
        Acceleration**.




If
      acceleration of the time for payment of any of the Obligations is stayed, in
      connection with any case commenced by or against Holdings or the Borrower under
      any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be
      payable by Holdings immediately upon demand by the Guarantied
      Parties.




**10.09****Condition
        of
        Borrower**.




Holdings
      acknowledges and agrees that it has the sole responsibility for, and has
      adequate means of, obtaining from the Borrower and any other guarantor such
      information concerning the financial condition, business and operations of
      the
      Borrower and any such other guarantor as Holdings requires, and that none of
      the
      Guarantied Parties has any duty, and Holdings is not relying on the Guarantied
      Parties at any time, to disclose to Holdings any information relating to the
      business, operations or financial condition of the Borrower or any other
      guarantor (Holdings waiving any duty on the part of the Guarantied Parties
      to
      disclose such information and any defense relating to the failure to provide
      the
      same).




**10.10****Additional
        Guarantor Waivers
        and Agreements**.




(a)           Holdings
      understands and acknowledges that if the Guarantied Parties foreclose judicially
      or nonjudicially against any real property security for the Obligations, that
      foreclosure could impair or destroy any ability that Holdings may have to seek
      reimbursement, contribution, or indemnification from the Borrower or others
      based on any right Holdings may have of subrogation, reimbursement,
      contribution, or indemnification for any amounts paid by Holdings under this
      Guaranty.  Holdings further understands and acknowledges that in the
      absence of this paragraph, such potential impairment or destruction of Holdings’
rights, if any, may entitle Holdings to assert a




91


defense
      to this Guaranty based on Section 580d of the California Code of Civil Procedure
      as interpreted in Union Bank v. Gradsky, 265 Cal. App. 2d 40
      (1968).  By executing this Guaranty, Holdings freely, irrevocably, and
      unconditionally:  (i) waives and relinquishes that defense and
      agrees that Holdings will be fully liable under this Guaranty even though the
      Guarantied Parties may foreclose, either by judicial foreclosure or by exercise
      of power of sale, any deed of trust securing the Obligations; (ii) agrees
      that Holdings will not assert that defense in any action or proceeding which
      the
      Guarantied Parties may commence to enforce this Guaranty;
      (iii) acknowledges and agrees that the rights and defenses waived by
      Holdings in this Guaranty include any right or defense that Holdings may have
      or
      be entitled to assert based upon or arising out of any one or more of
§§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or
§ 2848 of the California Civil Code; and (iv) acknowledges and agrees
      that the Guarantied Parties are relying on this waiver in creating the
      Obligations, and that this waiver is a material part of the consideration which
      the Guarantied Parties are receiving for creating the Obligations.




(b)           Holdings
      waives all rights and defenses that Holdings may have because any of the
      Obligations is secured by real property.  This means, among other
      things:  (i) the Guarantied Parties may collect from Holdings
      without first foreclosing on any real or personal property collateral pledged
      by
      the other Loan Parties; and (ii) if the Guarantied Parties foreclose on any
      real property collateral pledged by the other Loan Parties: (A) the amount
      of the Obligations may be reduced only by the price for which that collateral
      is
      sold at the foreclosure sale, even if the collateral is worth more than the
      sale
      price, and (B) the Guarantied Parties may collect from Holdings even if the
      Guarantied Parties, by foreclosing on the real property collateral, have
      destroyed any right Holdings may have to collect from the
      Borrower.  This is an unconditional and irrevocable waiver of any
      rights and defenses Holdings may have because any of the Obligations is secured
      by real property.  These rights and defenses include, but are not
      limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of
      the California Code of Civil Procedure.




(c)           Holdings
      waives any right or defense it may have at law or equity, including California
      Code of Civil Procedure § 580a, to a fair market value hearing or action to
      determine a deficiency judgment after a foreclosure.




**ARTICLE
      XI**




**MISCELLANEOUS**




**11.01****Amendments,
      Etc**.




(a)           Required
      Lender and Unanimous Consent.  No amendment or waiver of any
      provision of this Agreement or any other Loan Document, and no consent to any
      departure by the Borrower or any other Loan Party therefrom, shall be effective
      unless in writing signed by the Required Lenders and the Borrower or the
      applicable Loan Party, as the case may be, and acknowledged by the
      Administrative Agent, and each such waiver or consent shall be effective only
      in
      the specific instance and for the specific




92


purpose
      for which given; provided, however, that no such amendment, waiver
      or consent shall:




(i) 
      waive any condition set forth in Section 4.01 (other than
Section 4.01(b)(i) or (c)), or, in the case of the initial
      Credit Extension, Section 4.02, without the written consent of each
      Lender;




(ii)  
      [intentionally omitted];




(iii) 
      extend or increase the Commitment of any Lender (or reinstate any Commitment
      terminated pursuant to Section 8.02) without the written consent of such
      Lender;




(iv) 
      postpone any date fixed by this Agreement or any other Loan Document for any
      payment****(excluding mandatory prepayments) of principal,
      interest, fees or other amounts due to the Lenders (or any of them) hereunder
      or
      under such other Loan Document without the written consent of each Lender
      entitled to such payment;




(v)  
      reduce the principal of, or the rate of interest specified herein on, any Loan,
      or (subject to clause (B) of the second proviso to this Section
      11.01(a)) any fees or other amounts payable hereunder or under any other
      Loan Document, without the written consent of each Lender entitled to such
      amount; provided, however, that only the consent of the Required
      Lenders shall be necessary (i) to amend the definition of “Default Rate” or
      to waive any obligation of the Borrower to pay interest at the Default Rate
      or
      (ii) to amend any financial covenant hereunder (or any defined term used
      therein) even if the effect of such amendment would be to reduce the rate of
      interest on any Loan or to reduce any fee payable hereunder;




(vi)  
      change Section 2.13 or Section 8.03 in a manner that would alter
      the pro rata sharing of payments required thereby without the written consent
      of
      each Lender;




(vii) 
      change any provision of this Section 11.01 or the definition of “Required
      Lenders” or any other provision hereof specifying the number or percentage of
      Lenders required to amend, waive or otherwise modify any rights hereunder or
      make any determination or grant any consent hereunder, without the written
      consent of each Lender;




(viii) 
      [intentionally omitted];




(ix) 
      subject to Section 9.10, release all or substantially all of the value of
      the Guaranty, without the written consent of each Lender; or




(x) 
      [intentionally omitted];




93


and
      provided, further, that (A) no amendment, waiver or consent shall,
      unless in writing and signed by the Administrative Agent in addition to the
      Lenders required above, affect the rights or duties of the Administrative Agent
      under this Agreement or any other Loan Document; and (B) the Fee Letters
      may be amended, or rights or privileges thereunder waived, in a writing executed
      only by the parties thereto.




(b)           Defaulting
      Lenders. Notwithstanding anything to the contrary herein, no Defaulting
      Lender shall have any right to approve or disapprove any amendment, waiver
      or
      consent hereunder, except that the Commitment of such Lender may not be
      increased or extended without the consent of such Lender.




(c)           Replacement
      of Non-Consenting Lenders. If any Lender does not consent to a proposed
      amendment, waiver, consent or release with respect to any Loan Document that
      requires the consent of each Lender and that has been approved by the Required
      Lenders, the Borrower may replace such non-consenting Lender in accordance
      with
Section 11.13; provided that such amendment, waiver, consent or
      release can be effected as a result of the assignment contemplated by such
      Section (together with all other such assignments required by the Borrower
      to be
      made pursuant to this paragraph).




**11.02****Notices;
        Effectiveness;
        Electronic Communications**.




(a)           Notices
      Generally.  Except in the case of notices and other communications
      expressly permitted to be given by telephone (and except as provided in
      subsection (b) below), all notices and other communications provided for
      herein shall be in writing and shall be delivered by hand or overnight courier
      service, mailed by certified or registered mail or sent by telecopier as
      follows, and all notices and other communications expressly permitted hereunder
      to be given by telephone shall be made to the applicable telephone number,
      as
      follows:




(i)  if
      to Holdings, the Borrower or the Administrative Agent, to the address,
      telecopier number, electronic mail address or telephone number specified for
      such Person on Schedule 11.02; and




(ii)  if
      to any other Lender, to the address, telecopier number, electronic mail address
      or telephone number specified in its Administrative Questionnaire.




Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient).  Notices delivered through electronic communications to
      the extent provided in subsection (b) below shall be effective as provided
      in such subsection (b).




(b)           Electronic
      Communications.  Notices and other communications to the Lenders
      hereunder may be delivered or furnished by electronic communication (including
      e-mail and Internet or intranet websites) pursuant to procedures approved by
      the
      Administrative Agent, provided that the foregoing shall not apply to
      notices to any Lender pursuant to Article II if such Lender has notified
      the Administrative Agent that it




94


is
      incapable of receiving notices under such Article by electronic
      communication.  The Administrative Agent or the Borrower may, in its
      discretion, agree to accept notices and other communications to it hereunder
      by
      electronic communications pursuant to procedures approved by it, provided
      that approval of such procedures may be limited to particular notices or
      communications.




Unless
      the Administrative Agent otherwise prescribes, (i) notices and other
      communications sent to an e-mail address shall be deemed received upon the
      sender’s receipt of an acknowledgement from the intended recipient (such as by
      the “return receipt requested” function, as available, return e-mail or other
      written acknowledgement), provided that if such notice or other
      communication is not sent during the normal business hours of the recipient,
      such notice or communication shall be deemed to have been sent at the opening
      of
      business on the next business day for the recipient, and (ii) notices or
      communications posted to an Internet or intranet website shall be deemed
      received upon the deemed receipt by the intended recipient at its e-mail address
      as described in the foregoing clause (i) of notification that such
      notice or communication is available and identifying the website address
      therefor.




(c)           The
      Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
      AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
      ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
      PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM
      THE
      BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
      STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
      PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
      OTHER
      CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
      MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
      or any of its Related Parties (collectively, the “Agent Parties”) have
      any liability to Holdings, the Borrower, any Lender or any other Person for
      losses, claims, damages, liabilities or expenses of any kind (whether in tort,
      contract or otherwise) arising out of the Borrower’s or the Administrative
      Agent’s transmission of Borrower Materials through the Internet, except to the
      extent that such losses, claims, damages, liabilities or expenses are determined
      by a court of competent jurisdiction by a final judgment to have resulted from
      the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability
      to
      Holdings, the Borrower, any Lender or any other Person for indirect, special,
      incidental, consequential or punitive damages (as opposed to direct or actual
      damages).




(d)           Change
      of Address, Etc.  Each of Holdings, the Borrower and the
      Administrative Agent may change its address, telecopier or telephone number
      for
      notices and other communications hereunder by notice to the other parties
      hereto.  Each other Lender may change its address, telecopier or
      telephone number for notices and other communications hereunder by notice to
      the
      Borrower and the Administrative Agent.  In addition, each Lender
      agrees to notify the Administrative Agent from time to time to ensure that
      the
      Administrative Agent has on record (i) an effective address, contact
      name,




95


telephone
      number, telecopier number and electronic mail address to which notices and
      other
      communications may be sent and (ii) accurate wire instructions for such
      Lender.




(e)           Reliance
      by Administrative Agent and Lenders.****The
      Administrative Agent and the Lenders shall be entitled to rely and act upon
      any
      notices (including telephonic Loan Notices) purportedly given by or on behalf
      of
      the Borrower even if (i) such notices were not made in a manner specified
      herein, were incomplete or were not preceded or followed by any other form
      of
      notice specified herein, or (ii) the terms thereof, as understood by the
      recipient, varied from any confirmation thereof.  The Borrower shall
      indemnify the Administrative Agent, each Lender and the Related Parties of
      each
      of them from all losses, costs, expenses and liabilities resulting from the
      reliance by such Person on each notice purportedly given by or on behalf of
      the
      Borrower, except to the extent that such losses, costs, expenses or liabilities
      are determined by a final judgment of a court of competent jurisdiction to
      have
      resulted from the gross negligence or willful misconduct of such
      Person.  All telephonic notices to and other telephonic communications
      with the Administrative Agent may be recorded by the Administrative Agent,
      and
      each of the parties hereto hereby consents to such recording.




**11.03****No
        Waiver; Cumulative
        Remedies**.




No
      failure by any Lender or the Administrative Agent to exercise, and no delay
      by
      any such Person in exercising, any right, remedy, power or privilege hereunder
      or under any other Loan Document shall operate as a waiver thereof; nor shall
      any single or partial exercise of any right, remedy, power or privilege
      hereunder preclude any other or further exercise thereof or the exercise of
      any
      other right, remedy, power or privilege.  The rights, remedies, powers
      and privileges herein provided, and provided under each other Loan Document,
      are
      cumulative and not exclusive of any rights, remedies, powers and privileges
      provided by law.




**11.04****Expenses;
        Indemnity; Damage
        Waiver**.




(a)           Costs
      and Expenses.  The Borrower shall pay (i) all reasonable
      out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
      (including the reasonable fees, charges and disbursements of counsel for the
      Administrative Agent, but excluding any costs of maintaining the Platform),
      in
      connection with the syndication of the credit facilities provided for herein,
      the preparation, negotiation, execution, delivery and administration of this
      Agreement and the other Loan Documents or any amendments, modifications or
      waivers of the provisions hereof or thereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), and (ii) all
      out-of-pocket expenses incurred by the Administrative Agent or any Lender
      (including the reasonable fees, charges and disbursements of any counsel for
      the
      Administrative Agent or any Lender), and shall pay all reasonable, allocated
      fees and time charges for attorneys who may be employees of the Administrative
      Agent or any Lender, in connection with the enforcement or protection of its
      rights (A) in connection with this Agreement and the other Loan Documents,
      including its rights under this Section, or (B) in connection with Loans
      made hereunder, including all such out-of-pocket expenses incurred during any
      workout, restructuring or negotiations in respect of such Loans.




96


(b)           Indemnification
      by the Borrower.  The Borrower shall indemnify the Administrative
      Agent (and any sub-agent thereof) and each Lender, and each Related Party of
      any
      of the foregoing Persons (each such Person being called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities, penalties and related expenses (including the reasonable
      fees, charges and disbursements of any counsel for any Indemnitee), and shall
      indemnify and hold harmless each Indemnitee from all reasonable, allocated
      fees
      and time charges and disbursements for attorneys who may be employees of any
      Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by
      any
      third party or by the Borrower or any other Loan Party arising out of, in
      connection with, or as a result of (i) the execution or delivery of this
      Agreement, any other Loan Document or any agreement or instrument contemplated
      hereby or thereby, the performance by the parties hereto of their respective
      obligations hereunder or thereunder or the consummation of the transactions
      contemplated hereby or thereby, or, in the case of the Administrative Agent
      (and
      any sub-agent thereof) and its Related Parties only, the administration of
      this
      Agreement and the other Loan Documents, (ii) any Loan or the use or
      proposed use of the proceeds therefrom, (iii) any actual or alleged
      presence or release of Hazardous Materials on or from any property owned or
      operated by the Borrower or any of its Subsidiaries, or any Environmental
      Liability related in any way to the Borrower or any of its Subsidiaries, or
      (iv) any actual or prospective claim, litigation, investigation or
      proceeding relating to any of the foregoing, whether based on contract, tort
      or
      any other theory, whether brought by a third party or by the Borrower or any
      other Loan Party or any of the Borrower’s or such Loan Party’s directors,
      shareholders or creditors, and regardless of whether any Indemnitee is a party
      thereto, in all cases, whether or not caused by or arising, in whole or in
      part,
      out of the comparative, contributory or sole negligence of the Indemnitee;
      provided that such indemnity shall not, as to any Indemnitee, be
      available to the extent that such losses, claims, damages, liabilities or
      related expenses (x) are determined by a court of competent jurisdiction by
      final judgment to have resulted from the gross negligence or willful misconduct
      of such Indemnitee or (y) result from a claim brought by the Borrower or
      any other Loan Party against an Indemnitee for breach in bad faith of such
      Indemnitee’s obligations hereunder or under any other Loan Document, if the
      Borrower or such Loan Party has obtained a final judgment in its favor on such
      claim as determined by a court of competent jurisdiction.




(c)           Reimbursement
      by Lenders.  To the extent that the Borrower for any reason fails
      to pay any amount required under subsection (a) or (b) of
      this Section to be paid by it to the Administrative Agent (or any sub-agent
      thereof) or any Related Party of any of the foregoing, each Lender severally
      agrees to pay to the Administrative Agent (or any such sub-agent) or such
      Related Party, as the case may be, such Lender’s Applicable Percentage
      (determined as of the time that the applicable unreimbursed expense or indemnity
      payment is sought) of such unpaid amount, provided that the unreimbursed
      expense or indemnified loss, claim, damage, liability or related expense, as
      the
      case may be, was incurred by or asserted against the Administrative Agent (or
      any such sub-agent) or against any Related Party of any of the foregoing acting
      for the Administrative Agent (or any such sub-agent) in connection with such
      capacity.  The obligations of the Lenders under this
      subsection (c) are subject to the provisions of
Section 2.12(d).




97


(d)           Waiver
      of Consequential Damages, Etc.  To the fullest extent permitted by
      applicable law, neither the Borrower nor any Indemnitee shall assert, and each
      of the Borrower and the Indemnitees hereby waives, any claim against the
      Borrower, any other Loan Party or any Indemnitee, on any theory of liability,
      for special, indirect, consequential or punitive damages (as opposed to direct
      or actual damages) arising out of, in connection with, or as a result of, this
      Agreement, any other Loan Document or any agreement or instrument contemplated
      hereby, the transactions contemplated hereby or thereby, any Loan or the use
      of
      the proceeds thereof.  No Indemnitee referred to in subsection
      (b) above shall be liable for any damages arising from the use by
      unintended recipients of any information or other materials distributed to
      such
      unintended recipients by such Indemnitee through telecommunications, electronic
      or other information transmission systems in connection with this Agreement
      or
      the other Loan Documents or the transactions contemplated hereby or thereby
      other than for direct or actual damages resulting from the gross negligence
      or
      willful misconduct of such Indemnitee as determined by a final judgment of
      a
      court of competent jurisdiction.




(e)           Payments.  All
      amounts due under this Section shall be payable not later than ten Business
      Days
      after demand therefor.




(f)           Survival.  The
      agreements in this Section shall survive the resignation of the Administrative
      Agent, the replacement of any Lender, the termination of the Aggregate
      Commitments and the repayment, satisfaction or discharge of all the other
      Obligations.




**11.05****Payments
        Set
        Aside**.




To
      the extent that any payment by or on behalf of the Borrower is made to the
      Administrative Agent or any Lender, or the Administrative Agent or any Lender
      exercises its right of setoff, and such payment or the proceeds of such setoff
      or any part thereof is subsequently invalidated, declared to be fraudulent
      or
      preferential, set aside or required (including pursuant to any settlement
      entered into by the Administrative Agent or such Lender in its discretion)
      to be
      repaid to a trustee, receiver or any other party, in connection with any
      proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
      of such recovery, the obligation or part thereof originally intended to be
      satisfied shall be revived and continued in full force and effect as if such
      payment had not been made or such setoff had not occurred, and (b) each
      Lender severally agrees to pay to the Administrative Agent upon demand its
      applicable share (without duplication) of any amount so recovered from or repaid
      by the Administrative Agent, plus interest thereon from the date of such
      demand to the date such payment is made at a rate per annum equal to the Federal
      Funds Rate from time to time in effect.  The obligations of the
      Lenders under clause (b) of the preceding sentence shall survive the
      payment in full of the Obligations and the termination of this
      Agreement.




**11.06****Successors
        and
        Assigns**.




(a)           Successors
      and Assigns Generally.  The provisions of this Agreement shall be
      binding upon and inure to the benefit of the parties hereto and their respective
      successors and assigns permitted hereby, except that neither the Borrower nor
      any other




98


Loan
      Party may assign or otherwise transfer any of its rights or obligations
      hereunder or under the other Loan Documents (except in connection with any
      transaction permitted by Section 7.04(a), (d) or (e))
      without the prior written consent of the Administrative Agent and each Lender,
      and no Lender may assign or otherwise transfer any of its rights or obligations
      hereunder except (i) to an assignee in accordance with the provisions of
Section 11.06(b), (ii) by way of participation in accordance with
      the provisions of Section 11.06(d), or (iii) by way of pledge
      or assignment of a security interest subject to the restrictions of Section
      11.06(f) (and any other attempted assignment or transfer by any party hereto
      shall be null and void).  Nothing in this Agreement, expressed or
      implied, shall be construed to confer upon any Person (other than the parties
      hereto, their respective successors and assigns permitted hereby, Participants
      to the extent provided in subsection (d) of this Section and, to the extent
      expressly contemplated hereby, the Related Parties of each of the Administrative
      Agent and the Lenders) any legal or equitable right, remedy or claim under
      or by
      reason of this Agreement.




(b)           Assignments
      by Lenders.  Any Lender may at any time assign to one or more
      assignees all or a portion of its rights and obligations under this Agreement
      (including all or a portion of its Commitment(s) and the Loans at the time
      owing
      to it); provided that any such assignment shall be subject to the
      following conditions:




(i) 
      Minimum Amounts.




(A)           in
      the case of an assignment of the entire remaining amount of the assigning
      Lender’s Commitment under any Facility and the Loans at the time owing to it
      under such Facility or in the case of an assignment to a Lender, an Affiliate
      of
      a Lender or an Approved Fund, no minimum amount need be assigned;
      and




(B)           in
      any case not described in subsection (b)(i)(A) of this Section, the
      aggregate amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the Loans of the assigning Lender subject
      to
      each such assignment, determined as of the effective date of the Assignment
      and
      Assumption with respect to such assignment, shall not be less than $1,000,000,
      in the case of any assignment in respect of the Term Facility, unless each
      of
      the Administrative Agent and, so long as no Event of Default has occurred and
      is
      continuing, the Borrower otherwise consents (each such consent not to be
      unreasonably withheld or delayed); provided, however, that if,
      after giving effect to such assignment, the Initial Lenders collectively hold
      50.1% or more of the outstanding principal amount of the Term Loans, no consent
      of the Borrower shall be required pursuant to this subsection (b)(i)(B);
provided, further, that concurrent assignments to members of an
      Assignee Group and concurrent assignments from members of an Assignee Group
      to a
      single Eligible Assignee (or to an Eligible Assignee and members of its Assignee
      Group) will be treated as a single assignment for purposes of determining
      whether such minimum amount has been met;




99


(ii) 
      Proportionate Amounts.  Each partial assignment shall be made
      as an assignment of a proportionate part of all the assigning Lender’s rights
      and obligations under this Agreement with respect to the Loans or the Commitment
      assigned;




(iii) 
      Required Consents.  No consent shall be required for any
      assignment except to the extent required by subsection (b)(i)(B) of this
      Section and, in addition:




(A)           the
      consent of the Borrower (such consent not to be unreasonably withheld or
      delayed) shall be required if, after giving effect to such assignment, the
      Initial Lenders collectively hold less than 50.1% of the outstanding principal
      amount of the Term Loans, unless (1) an Event of Default has occurred and
      is continuing at the time of such assignment or (2) such assignment is to a
      Lender, an Affiliate of a Lender or an Approved Fund; and




(B)           the
      consent of the Administrative Agent (such consent not to be unreasonably
      withheld or delayed) shall be required for assignments in respect of
      (i) any Term Commitment if such assignment is to a Person that is not a
      Lender with a Commitment in respect of the Term Facility, an Affiliate of such
      Lender or an Approved Fund with respect to such Lender or (ii) any Term
      Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved
      Fund.




(iv) 
      Assignment and Assumption.  The parties to each assignment
      shall execute and deliver to the Administrative Agent an Assignment and
      Assumption, together with a processing and recordation fee in the amount, if
      any, required as set forth in Schedule 11.06; provided,
however, that the Administrative Agent may, in its sole discretion,
      elect
      to waive such processing and recordation fee in the case of any
      assignment.  The assignee, if it shall not be a Lender, shall deliver
      to the Administrative Agent an Administrative Questionnaire.




(v) 
      No Assignment to Borrower.  No such assignment shall be made to
      the Borrower or any of the Borrower’s Affiliates or Subsidiaries.




(vi) 
      No Assignment to Natural Persons.  No such assignment shall be
      made to a natural person.




Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      subsection (c) of this Section, from and after the effective date
      specified in each Assignment and Assumption, the assignee thereunder shall
      be a
      party to this Agreement and, to the extent of the interest assigned by such
      Assignment and Assumption, have the rights and obligations of a Lender under
      this Agreement, and the assigning Lender thereunder shall, to the extent of
      the
      interest assigned by such Assignment and Assumption, be released from its
      obligations under this Agreement (and, in the case of an Assignment and
      Assumption covering all of the assigning Lender’s rights and obligations under
      this Agreement, such Lender shall cease to be a party




100


hereto
      but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05 and 11.04 with respect to facts and
      circumstances occurring prior to the effective date of such
      assignment).  Upon request, the Borrower (at its expense) shall
      execute and deliver a Note to the assignee Lender.  Any assignment or
      transfer by a Lender of rights or obligations under this Agreement that does
      not
      comply with this subsection shall be treated for purposes of this Agreement
      as a
      sale by such Lender of a participation in such rights and obligations in
      accordance with Section 11.06(d).




(c)           Register.  The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at the Administrative Agent’s Office a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitments of, and principal
      amounts of the Loans owing to, each Lender pursuant to the terms hereof from
      time to time (the “Register”).  The entries in the Register
      shall be conclusive, and the Borrower, the Administrative Agent and the Lenders
      may treat each Person whose name is recorded in the Register pursuant to the
      terms hereof as a Lender hereunder for all purposes of this Agreement,
      notwithstanding notice to the contrary.  The Register shall be
      available for inspection by the Borrower and any Lender (solely with respect
      to
      any entry relating to such Lender’s Term Loans), at any reasonable time and from
      time to time upon reasonable prior notice.




(d)           Participations.  Any
      Lender may at any time, without the consent of, or notice to, the Borrower
      or
      the Administrative Agent, sell participations to any Person (other than a
      natural person or the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries) (each, a “Participant”) in all or a portion of such
      Lender’s rights and/or obligations under this Agreement (including all or a
      portion of its Commitment and/or the Loans owing to it); provided that
      (i) such Lender’s obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations and (iii) the Borrower, the
      Administrative Agent and the Lenders shall continue to deal solely and directly
      with such Lender in connection with such Lender’s rights and obligations under
      this Agreement.  Any agreement or instrument pursuant to which a
      Lender sells such a participation shall provide that such Lender shall retain
      the sole right to enforce this Agreement and to approve any amendment,
      modification or waiver of any provision of this Agreement; provided that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, waiver or other modification
      described in the first proviso to Section 11.01(a) that affects such
      Participant.  Subject to subsection (e) of this Section, the
      Borrower agrees that each Participant shall be entitled to the benefits of
      Sections 3.01, 3.04 and 3.05**to the same
      extent as if it were a Lender and had acquired its interest by assignment
      pursuant to Section 11.06(b).  To the extent permitted by law,
      each Participant also shall be entitled to the benefits of
Section 11.08**as though it were a Lender,
provided such Participant agrees to be subject to Section 2.13 as
      though it were a Lender.




(e)           Limitations
      upon Participant Rights.  A Participant shall not be entitled to
      receive any greater payment under Section 3.01,3.04**or 3.05 than the applicable Lender would
      have been entitled to receive with respect to the participation sold to
      such




101


Participant,
      unless the sale of the participation to such Participant is made with the
      Borrower’s prior written consent.  A Participant that would be a
      Foreign Lender if it were a Lender shall not be entitled to the benefits of
      Section 3.01 unless the Borrower is notified of the participation
      sold to such Participant and such Participant agrees, for the benefit of the
      Borrower, to comply with Section 3.01(e) as though it were a
      Lender.




(f)           Certain
      Pledges.  Any Lender may at any time pledge or assign a security
      interest in all or any portion of its rights under this Agreement (including
      under its Note, if any) to secure obligations of such Lender, including any
      pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from
      any of its obligations hereunder or substitute any such pledgee or assignee
      for
      such Lender as a party hereto.




(g)           Electronic
      Execution of Assignments.  The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be
      deemed to include electronic signatures or the keeping of records in electronic
      form, each of which shall be of the same legal effect, validity or
      enforceability as a manually executed signature or the use of a paper-based
      recordkeeping system, as the case may be, to the extent and as provided for
      in
      any applicable law, including the Federal Electronic Signatures in Global and
      National Commerce Act, the New York State Electronic Signatures and Records
      Act,
      or any other similar state laws based on the Uniform Electronic Transactions
      Act.




(h)           [Intentionally
      Omitted].




**11.07****Treatment
        of Certain
        Information; Confidentiality**.




Each
      of the Administrative Agent and the Lenders agrees to maintain the
      confidentiality of the Information (as defined below), except that Information
      may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and
      representatives (it being understood that the Persons to whom such disclosure
      is
      made will be informed of the confidential nature of such Information and
      instructed to keep such Information confidential), (b) to the extent
      requested by any regulatory authority purporting to have jurisdiction over
      it
      (including any self-regulatory authority, such as the National Association
      of
      Insurance Commissioners), (c) to the extent required by applicable laws or
      regulations or by any subpoena or similar legal process (provided, that in
      the
      event of any such disclosure under this clause (c), the Administrative Agent
      or
      such Lender, as the case may be, agrees to use commercially reasonable efforts
      to inform the Borrower of such disclosure to the extent not prohibited by Law),
      (d) to any other party hereto, (e) in connection with the exercise of
      any remedies hereunder or under any other Loan Document or any action or
      proceeding relating to this Agreement or any other Loan Document or the
      enforcement of rights hereunder or thereunder, (f) subject to an agreement
      containing provisions substantially the same as those of this Section, to
      (i) any assignee of or Participant in, or any prospective assignee of or
      Participant in, any of its rights or obligations under this Agreement or
      (ii) any actual or prospective counterparty (or its advisors) to any swap
      or derivative transaction relating to the Borrower and its obligations,
      (g) with the consent of the Borrower or (h) to the extent such
      Information (i) becomes publicly available other than as a result of a
      breach of this Section or




102


(ii) becomes
      available to the Administrative Agent, any Lender or any of their respective
      Affiliates on a nonconfidential basis from a source other than the Borrower
      (other than through a Person whom the Administrative Agent or such Lender
      actually knows to be acting in violation of his or its obligations to the
      Borrower or any other Loan Party).




For
      purposes of this Section, “Information” means all information received
      from any Loan Party or any Subsidiary thereof relating to any Loan Party or
      any
      Subsidiary thereof or their respective businesses, other than any such
      information that is available to the Administrative Agent or any Lender on
      a
      nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary
      thereof, provided that, in the case of information received from a Loan
      Party or any such Subsidiary after the date hereof, such information is clearly
      identified at the time of delivery as confidential.  Any Person
      required to maintain the confidentiality of Information as provided in this
      Section shall be considered to have complied with its obligation to do so if
      such Person has exercised the same degree of care to maintain the
      confidentiality of such Information as such Person would accord to its own
      confidential information.




Each
      of the Administrative Agent and the Lenders acknowledges that (a) the
      Information may include material non-public information concerning the Borrower
      or a Subsidiary, as the case may be, (b) it has developed compliance
      procedures regarding the use of material non-public information and (c) it
      will handle such material non-public information in accordance with applicable
      Law, including Federal and state securities Laws.




**11.08****Right
        of
        Setoff**.




If
      an Event of Default shall have occurred and be continuing, each Lender and
      each
      of their respective Affiliates is hereby authorized at any time and from time
      to
      time, after obtaining the prior written consent of the Administrative Agent,
      to
      the fullest extent permitted by applicable law, to set off and apply any and
      all
      deposits (general or special, time or demand, provisional or final, in whatever
      currency) at any time held and other obligations (in whatever currency) at
      any
      time owing by such Lender or any such Affiliate to or for the credit or the
      account of Holdings, the Borrower or any other Loan Party against any and all
      of
      the obligations of Holdings, the Borrower or such Loan Party now or hereafter
      existing under this Agreement or any other Loan Document to such Lender,
      irrespective of whether or not such Lender shall have made any demand under
      this
      Agreement or any other Loan Document and although such obligations of Holdings,
      the Borrower or such Loan Party may be contingent or unmatured or are owed
      to a
      branch or office of such Lender different from the branch or office holding
      such
      deposit or obligated on such indebtedness.  The rights of each Lender
      and their respective Affiliates under this Section are in addition to other
      rights and remedies (including other rights of setoff) that such Lender or
      their
      respective Affiliates may have.  Each Lender agrees to notify the
      Borrower and the Administrative Agent promptly after any such setoff and
      application, provided that the failure to give such notice shall not
      affect the validity of such setoff and application.


**11.09****Interest
        Rate
        Limitation**.




Notwithstanding
      anything to the contrary contained in any Loan Document, the interest paid
      or
      agreed to be paid under the Loan Documents shall not exceed the maximum rate
      of
      non-usurious interest permitted by applicable Law (the “Maximum
      Rate”).  If the Administrative




103


Agent
      or any Lender shall receive interest in an amount that exceeds the Maximum
      Rate,
      the excess interest shall be applied to the principal of the Loans or, if it
      exceeds such unpaid principal, refunded to the Borrower.  In
      determining whether the interest contracted for, charged, or received by the
      Administrative Agent or a Lender exceeds the Maximum Rate, such Person may,
      to
      the extent permitted by applicable Law, (a) characterize any payment that
      is not principal as an expense, fee, or premium rather than interest,
      (b) exclude voluntary prepayments and the effects thereof, and
      (c) amortize, prorate, allocate, and spread in equal or unequal parts the
      total amount of interest throughout the contemplated term of the Obligations
      hereunder.




**11.10****Counterparts;
        Effectiveness**.




This
      Agreement may be executed in counterparts (and by different parties hereto
      in
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract.  Except
      as provided in Section 4.01, this Agreement shall become effective when
      it shall have been executed by the Administrative Agent and when the
      Administrative Agent shall have received counterparts hereof that, when taken
      together, bear the signatures of each of the other parties
      hereto.  Delivery of an executed counterpart of a signature page of
      this Agreement by telecopy shall be effective as delivery of a manually executed
      counterpart of this Agreement.




**11.11****Survival
        of Representations and
        Warranties**.




All
      representations and warranties made hereunder and in any other Loan Document
      or
      other document delivered pursuant hereto or thereto or in connection herewith
      or
      therewith shall survive the execution and delivery hereof and
      thereof.  Such representations and warranties have been or will be
      relied upon by the Administrative Agent and each Lender, regardless of any
      investigation made by the Administrative Agent or any Lender or on their behalf
      and notwithstanding that the Administrative Agent or any Lender may have had
      notice or knowledge of any Default at the time of any Credit Extension, and
      shall continue in full force and effect as long as any Loan or any other
      Obligation hereunder shall remain unpaid or unsatisfied.




**11.12****Severability**.




If
      any provision of this Agreement or the other Loan Documents is held to be
      illegal, invalid or unenforceable, (a) the legality, validity and
      enforceability of the remaining provisions of this Agreement and the other
      Loan
      Documents shall not be affected or impaired thereby and (b) the parties
      shall endeavor in good faith negotiations to replace the illegal, invalid or
      unenforceable provisions with valid provisions the economic effect of which
      comes as close as possible to that of the illegal, invalid or unenforceable
      provisions.  The invalidity of a provision in a particular
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.




**11.13****Replacement
        of
        Lenders**.




If
      any Lender requests compensation under Section 3.04, or if the Borrower
      is required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 3.01, if any
      Lender is a Defaulting Lender, or if any other circumstance exists hereunder
      that gives the Borrower the right to replace a Lender as a party




104


hereto,
      then the Borrower may, at its sole expense and effort, upon notice to such
      Lender and the Administrative Agent, require such Lender to assign and delegate,
      without recourse (in accordance with and subject to the restrictions contained
      in, and consents required by, Section 11.06), all of its interests,
      rights and obligations under this Agreement and the related Loan Documents
      to an
      assignee that shall assume such obligations (which assignee may be another
      Lender, if a Lender accepts such assignment), provided that:




(a)           the
      Borrower shall have paid to the Administrative Agent the processing and
      recordation fee specified in Section 11.06(b);




(b)           such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder and under the other Loan Documents (including
      any amounts under Section 3.05) from the assignee (to the extent of such
      outstanding principal and accrued interest and fees) or the Borrower (in the
      case of all other amounts);




(c)           in
      the case of any such assignment resulting from a claim for compensation under
      Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such
      compensation or payments thereafter; and




(d)           such
      assignment does not conflict with applicable Laws.




A
      Lender shall not be required to make any such assignment or delegation if,
      prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.




**11.14****Governing
        Law; Jurisdiction;
        Etc**.




(a)           GOVERNING
      LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




(b)           SUBMISSION
      TO JURISDICTION.  THE BORROWER AND EACH OTHER LOAN PARTY
      IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
      NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN
      NEW
      YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
      OF
      NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
      FOR
      RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
      IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
      ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO
      THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL
      COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN
      ANY




105


SUCH
      ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
      JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
      LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
      AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE
      HAVE
      TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
      DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN
      THE
      COURTS OF ANY JURISDICTION.




(c)           WAIVER
      OF VENUE.  THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
      UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY
      OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
      OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
      DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS
      SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
      FORUM
      TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.




(d)           SERVICE
      OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
      PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 11.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE
      RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
      APPLICABLE LAW.




**11.15****Waiver
        of Jury
        Trial**.




EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
      DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
      OTHER
      LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
      ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
      (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
      HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,
      IN
      THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
      (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
      ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
      THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




**11.16****California
        Judicial
        Reference**.




If
      any action or proceeding is filed in a court of the State of California by
      or
      against any party hereto in connection with any of the transactions contemplated
      by this Agreement or any other Loan Document, (a) the court shall, and is
      hereby directed to, make a general reference




106


pursuant
      to California Code of Civil Procedure Section 638 to a referee (who shall be
      a
      single active or retired judge) to hear and determine all of the issues in
      such
      action or proceeding (whether of fact or of law) and to report a statement
      of
      decision, provided that at the option of any party to such proceeding, any
      such
      issues pertaining to a “provisional remedy” as defined in California Code of
      Civil Procedure Section 1281.8 shall be heard and determined by the court,
      and
      (b) without limiting the generality of Section 11.04, the Borrower
      shall be solely responsible to pay all fees and expenses of any referee
      appointed in such action or proceeding.




**11.17****No
        Advisory or Fiduciary
        Responsibility**.




In
      connection with all aspects of each transaction contemplated hereby, the
      Borrower and Holdings each acknowledge and agree, and acknowledge their
      respective Affiliates’ understanding, that:  (i) the credit
      facility provided for hereunder and any related arranging or other services
      in
      connection therewith (including in connection with any amendment, waiver or
      other modification hereof or of any other Loan Document) are an arm’s-length
      commercial transaction between the Borrower, Holdings and their respective
      Affiliates, on the one hand, and the Administrative Agent and the Lead Arranger,
      on the other hand, and each of the Borrower and Holdings is capable of
      evaluating and understanding and understands and accepts the terms, risks and
      conditions of the transactions contemplated hereby and by the other Loan
      Documents (including any amendment, waiver or other modification hereof or
      thereof); (ii) in connection with the process leading to such transaction,
      the Administrative Agent and the Lead Arranger is and has been acting solely
      as
      a principal and is not the financial advisor, agent or fiduciary for the
      Borrower, Holdings or any of their respective Affiliates, stockholders,
      creditors or employees or any other Person; (iii) neither the
      Administrative Agent nor the Lead Arranger has assumed or will assume an
      advisory, agency or fiduciary responsibility in favor of the Borrower or
      Holdings with respect to any of the transactions contemplated hereby or the
      process leading thereto, including with respect to any amendment, waiver or
      other modification hereof or of any other Loan Document (irrespective of whether
      the Administrative Agent or the Lead Arranger has advised or is currently
      advising the Borrower, Holdings or any of their respective Affiliates on other
      matters) and neither the Administrative Agent nor the Lead Arranger has any
      obligation to the Borrower, Holdings or any of their respective Affiliates
      with
      respect to the transactions contemplated hereby except those obligations
      expressly set forth herein and in the other Loan Documents; (iv) the
      Administrative Agent and the Lead Arranger and their respective Affiliates
      may
      be engaged in a broad range of transactions that involve interests that differ
      from those of the Borrower, Holdings and their respective Affiliates, and
      neither the Administrative Agent nor the Lead Arranger have any obligation
      to
      disclose any of such interests by virtue of any advisory, agency or fiduciary
      relationship; and (v) the Administrative Agent and the Lead Arranger have
      not provided and will not provide any legal, accounting, regulatory or tax
      advice with respect to any of the transactions contemplated hereby (including
      any amendment, waiver or other modification hereof or of any other Loan
      Document) and each of the Borrower and Holdings has consulted its own legal,
      accounting, regulatory and tax advisors to the extent it has deemed
      appropriate.  Each of the Borrower and Holdings hereby waives and
      releases, to the fullest extent permitted by law, any claims that it may have
      against the Administrative Agent and the Lead Arranger with respect to any
      breach or alleged breach of agency or fiduciary duty.




107




**11.18****USA
        PATRIOT Act
        Notice**.




Each
      Lender that is subject to the Act (as hereinafter defined) and the
      Administrative Agent (for itself and not on behalf of any Lender) hereby
      notifies the Borrower that pursuant to the requirements of the USA PATRIOT
      Act
      (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that
      identifies each Loan Party, which information includes the name and address
      of
      each Loan Party and other information that will allow such Lender or the
      Administrative Agent, as applicable, to identify each Loan Party in accordance
      with the Act.




**11.19****Time
        of the
        Essence**.




Time
      is of the essence of the Loan Documents.




**11.20****ENTIRE
        AGREEMENT**.




THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG
      THE
      PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
      OR
      SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN
      ORAL AGREEMENTS AMONG THE PARTIES.




**11.21****[Intentionally
        Omitted]**.
  **11.22****[Intentionally
          Omitted]**.






108





*IN
      WITNESS WHEREOF,*the parties hereto have caused this Agreement to be duly
      executed as of the date first above written.




CENVEO
                CORPORATION, a Delaware corporationBy:/s/
                Mark S. HiltweinName:  Mark
                S. HiltweinTitle:  Chief
                Financial OfficerCENVEO,
                INC., a Colorado corporationBy:/s/
                Mark S. HiltweinName:  Mark
                S. Hiltwein


Title:  Chief
                Financial Officer








[SIGNATURE
                PAGE TO LOAN
                AGREEMENT]


LEHMAN
                COMMERCIAL PAPER INC.,
              as
                Administrative Agent and LenderBy: 
                /s/ Diane AlbaneseName:  Diane
                AlbaneseTitle:   Authorized
                Signatory








[SIGNATURE
              PAGE TO LOAN
              AGREEMENT]